Exhibit 4.1


 


 


 


THE COMMUNITY FINANCIAL CORPORATION


As Issuer,


and


UMB BANK NATIONAL ASSOCIATION


As Trustee


INDENTURE


Dated as of October 14, 2020


4.75% Fixed to Floating Rate
Subordinated Notes due 2030


 


 


 






     

     


    

TABLE OF CONTENTS


 




	ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE	1
	Section 101   Definitions.	1
	Section 102   Compliance Certificates and Opinions.	9
	Section 103   Form of Documents Delivered to Trustee.	9
	Section 104   Acts of Holders.	10
	Section 105   Required Notices or Demands.	11
	Section 106   Language of Notices.	13
	Section 107   Incorporation by Reference of Trust Indenture Act; Conflicts.	13
	Section 108   Effect of Headings and Table of Contents.	13
	Section 109   Successors and Assigns.	13
	Section 110   Severability.	13
	Section 111   Entire Agreement.	14
	Section 112   Benefits of Indenture.	14
	Section 113   Governing Law.	14
	Section 114   Legal Holidays.	14
	Section 115   Counterparts; Electronic Transmission.	14
	Section 116   Immunity of Certain Persons.	15
	Section 117   Waiver of Jury Trial.	15
	Section 118   Force Majeure.	15
	Section 119   USA Patriot Act.	15
	Section 120   No Sinking Fund.	16
	Section 121   Rules of Construction.	16
	ARTICLE II THE SUBORDINATED NOTES	16
	Section 201   Forms Generally.	16
	Section 202   Definitive Subordinated Notes.	17
	Section 203   Global Subordinated Notes.	17
	Section 204   Restricted Subordinated Notes.	17
	Section 205   Execution and Authentication.	18
	Section 206   Registrar and Paying Agent.	18
	Section 207   Registration of Transfer and Exchange	19
	Section 208   Exchange Offer.	23
	Section 209   Mutilated, Destroyed, Lost and Stolen Subordinated Notes.	23
	Section 210   Payment of Interest; Rights to Interest Preserved.	24
	Section 211   Persons Deemed Owners.	25
	Section 212   Cancellation.	26
	Section 213   Computation of Interest.	26
	Section 214   CUSIP Numbers.	33
	ARTICLE III SATISFACTION AND DISCHARGE OF INDENTURE	33
	Section 301   Satisfaction and Discharge.	33
	Section 302   Defeasance and Covenant Defeasance.	34
	Section 303   Application of Trust Money.	36
	Section 304   Reinstatement.	37



	Section 305   Effect on Subordination Provisions.	37



 


 



    	 	i	 



     


    




	ARTICLE IV REMEDIES	37
	Section 401   Events of Default; Acceleration.	37
	Section 402   Failure to Make Payments.	39
	Section 403   Trustee May File Proofs of Claim.	40
	Section 404   Trustee May Enforce Claims Without Possession of Subordinated Notes.	40
	Section 405   Application of Money Collected.	41
	Section 406   Limitation on Suits.	41
	Section 407   Unconditional Right of Holders to Payments.	42
	Section 408   Restoration of Rights and Remedies.	42
	Section 409   Rights and Remedies Cumulative.	42
	Section 410   Delay or Omission Not Waiver.	42
	Section 411   Control by Holders.	42
	Section 412   Waiver of Past Defaults.	43
	Section 413   Undertaking for Costs.	43
	ARTICLE V THE TRUSTEE	43
	Section 501   Duties of Trustee.	43
	Section 502   Certain Rights of Trustee.	44
	Section 503   Notice of Defaults.	46
	Section 504   Not Responsible for Recitals or Issuance of Subordinated Notes.	46
	Section 505   May Hold Subordinated Notes.	47
	Section 506   Money Held in Trust.	47
	Section 507   Compensation and Reimbursement.	47
	Section 508   Corporate Trustee Required; Eligibility.	48
	Section 509   Resignation and Removal; Appointment of Successor.	49
	Section 510   Acceptance of Appointment by Successor.	50
	Section 511   Merger, Conversion, Consolidation or Succession to Business.	51
	Section 512   Appointment of Authenticating Agent.	51
	Section 513   Preferred Collection of Claims against Company.	53
	ARTICLE VI HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY	53
	Section 601   Holder Lists.	53
	Section 602   Preservation of Information; Communications to Holders.	53
	Section 603   Reports by Trustee.	53
	Section 604   Reports by Company.	54
	ARTICLE VII SUCCESSORS	55
	Section 701   Merger, Consolidation or Sale of All or Substantially All Assets.	55
	Section 702   Successor Person Substituted for Company.	56
	ARTICLE VIII SUPPLEMENTAL INDENTURES	56
	Section 801   Supplemental Indentures without Consent of Holders.	56



 



    	 	ii	 



     


    




	Section 802   Supplemental Indentures with Consent of Holders.	57
	Section 803   Execution of Supplemental Indentures.	58
	Section 804   Effect of Supplemental Indentures.	58
	Section 805   Reference in Subordinated Notes to Supplemental Indentures.	58
	Section 806   Effect on Senior Indebtedness.	59
	Section 807   Conformity with Trust Indenture Act.	59
	ARTICLE IX COVENANTS	59
	Section 901   Payment of Principal and Interest.	59
	Section 902   Maintenance of Office.	59
	Section 903   Money for Subordinated Notes Payments to Be Held in Trust.	60
	Section 904   Corporate Existence.	61
	Section 905   Maintenance of Properties.	61
	Section 906   Waiver of Certain Covenants.	61
	Section 907   Company Statement as to Compliance.	62
	Section 908   Tier 2 Capital.	62
	ARTICLE X REDEMPTION OF SECURITIES	62
	Section 1001   Applicability of Article.	62
	Section 1002   Election to Redeem; Notice to Trustee.	63
	Section 1003   Selection by Trustee of Subordinated Notes to be Redeemed.	63
	Section 1004   Notice of Redemption.	63
	Section 1005   Deposit of Redemption Price.	64
	Section 1006   Subordinated Notes Payable on Redemption Date.	65
	Section 1007   Subordinated Notes Redeemed in Part.	65
	ARTICLE XI SUBORDINATION OF SECURITIES	65
	Section 1101   Agreement to Subordinate.	65
	Section 1102   Distribution of Assets.	66
	Section 1103   Default With Respect to Senior Indebtedness.	68
	Section 1104   No Impairment.	68
	Section 1105   Effectuation of Subordination Provisions.	69
	Section 1106   Notice to Trustee.	69
	Section 1107   Trustee Knowledge of Senior Indebtedness.	70
	Section 1108   Senior Indebtedness to Trustee.	70
	Section 1109   Subordination Not Applicable to Trustee Compensation.	70


 






    	 	iii	 



     


    

CROSS-REFERENCE TABLE


 


 


 


	Trust Indenture Act Section	Indenture Section
	§310 (a)(1)	508
	(a)(2)	508
	(a)(5)	508
	(b)	508, 509
	§311 (a)	505
	(b)	505
	§312 (a)	601
	(b)	602
	(c)	602
	§313 (a)	603
	(b)(2)	603
	(c)	603
	(d)	603
	§314 (a)	604
	(a)(4)	907
	(c)(1)	102
	(c)(2)	102
	(e)	102
	§315 (a)	501,502
	(b)	503
	(c)	501
	(d)	501,502
	(e)	413
	§316 (a) (last sentence)	101
	(a)(1)(A)	402,411
	(a)(1)(B)	411,412
	(b)	407
	(c)	104
	§317 (a)(1)	402
	(a)(2)	403
	(b)	903
	§318 (a)	107
	(b)	107
	(c)	107


 


 


Note: This Cross-Reference table will not, for any purpose,
be deemed part of this Indenture.


 



    	 	iv	 



     


    

This INDENTURE dated as of October 14, 2020
is between The Community Financial Corporation, a Maryland corporation (the “Company”), and UMB Bank National Association,
a national banking association, as trustee (the “Trustee”).


RECITALS


WHEREAS, the Company has duly authorized
the execution and delivery of this Indenture to provide for an issue of $20 million in aggregate principal amount of 4.75% Fixed
to Floating Rate Subordinated Notes due 2030, subject to the terms and conditions set forth in this Indenture.


NOW, THEREFORE, in order to declare the terms
and conditions upon which the Subordinated Notes are authenticated, issued and delivered, and in consideration of the premises,
and of the purchase and acceptance of the Subordinated Notes by the Holders thereof, the Company and the Trustee agree as follows
for the benefit of each other and for the benefit of the respective Holders from time to time of the Subordinated Notes.


ARTICLE
I

DEFINITIONS AND INCORPORATION BY REFERENCE


Section
101         Definitions.


Except as otherwise expressly provided in
this Indenture or unless the context otherwise requires, the terms defined in this Section for all purposes of this Indenture,
any Company Order, any Board Resolution, and any indenture supplemental hereto will have the respective meanings specified in this
Section.


“Act,” when used
with respect to any Holders, is defined in Section 104.


“Additional Interest”
has the meaning set forth in the Registration Rights Agreement.


“Affiliate” means,
with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition, “control,” when used with respect to
any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled”
have meanings correlative to the foregoing.


“Applicable Procedures”
means, with respect to any transfer or exchange of or for beneficial interests in any Global Subordinated Note, the rules and procedures
of the Depositary that apply to such transfer or exchange.


“Authenticating Agent”
means any Person authorized by the Trustee in accordance with Section 512 to act on behalf of the Trustee to authenticate Subordinated
Notes.


“Authorized Newspaper”
means a newspaper, in an official language of the place of publication or in the English language, customarily published on each
day that is a Business Day in the place of publication, whether or not published on days that are not Business Days in the place
of publication, and of general circulation in each place in connection with which the term is used or in the financial community
of each such place. Where successive publications are required to be made in Authorized Newspapers, the successive publications
may be made in the same or in different newspapers in the same place meeting the foregoing requirements and in each case on any
day that is a Business Day in the place of publication.






     

     


    

“Authorized Officer”
means each of the Chairman of the Board, the Chief Executive Officer, the President, any Senior Executive Vice President and the
Chief Financial Officer of the Company.


“Bankruptcy Laws”
mean Title 11, United States Code (11 U.S.C. §§101 et seq.) or any similar federal or state law for the relief of debtors.


“Board of Directors”
means, as to any Person, the board of directors, or similar governing body, of such Person or any duly authorized committee (or
subcommittee) thereof.


“Board Resolution”
means one or more resolutions, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such certification, delivered to the Trustee.


“Business Day”
means any day other than a Saturday, Sunday or other day on which banking institutions in the State of Maryland are authorized
or obligated by law, regulation or executive order to close.


“Commission” means
the U.S. Securities and Exchange Commission, as from time to time constituted, or, if at any time after the execution of this Indenture
such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing
such duties at such time.


“Common Stock”
means any and all shares of the common stock, par value $0.01 per share, of the Company, whether outstanding on the date of this
Indenture or issued thereafter, and includes, without limitation all series and classes of such common stock.


“Company” is defined
in the preamble to this Indenture,


“Company Request”
and “Company Order” mean, respectively, a written request or order, as the case may be, signed on behalf
of the Company by an Authorized Officer and delivered to the Trustee.


“Corporate Trust Office”
means the address of the Trustee specified in Section 105 or such other address as the Trustee may designate from time to time
by notice to the Holders and the Company, or the designated address of any successor Trustee (or such other address as such successor
Trustee may designate from time to time by notice to the Holders and the Company).


“Covenant Defeasance”
is defined in Section 302(3).


“Defaulted Interest”
is defined in Section 210.






    	 	2	 



     


    

“Definitive Subordinated Notes”
means, individually and collectively, each Restricted Definitive Subordinated Note and each Unrestricted Definitive Subordinated
Note, substantially in the form of Exhibit A-l hereto, issued under this Indenture.


“Depositary” means,
with respect to any Subordinated Note issuable or issued in whole or in part in global form, the Person designated as depositary
by the Company in accordance with this Indenture, and any and all successors thereto appointed as Depositary under this Indenture.


“Dollars” or “$”
means a dollar or other equivalent unit of legal tender for payment of public or private debts in the United States.


“Event of Default”
is defined in Section 401.


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, or any successor statute thereto.


“Exchange Notes”
means the Subordinated Notes issued in the Exchange Offer in accordance with Section 208.


“Exchange Offer”
has the meaning set forth in the Registration Rights Agreement.


“Exchange Offer Registration
Statement” has the meaning set forth in the Registration Rights Agreement.


“Federal Reserve”
means the Board of Governors of the Federal Reserve System or any successor regulatory authority with jurisdiction over bank holding
companies.


“Fixed Interest Payment Date”
means April 15 and October 15 of each year, beginning April 15, 2021.


“Floating Interest Payment Date”
means January 15, April 15, July 15, and October 15 of each year, beginning January 15, 2026.


“GAAP” means generally
accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants, the statements and pronouncements of the Financial Accounting Standards
Board and such other statements by such other entities (including the Commission) as have been accepted by a significant segment
of the accounting profession, which are applicable at the date of this Indenture.


“Global Subordinated Notes”
means, individually and collectively, each Restricted Global Subordinated Note and each Unrestricted Global Subordinated Note,
substantially in the form of Exhibit A-2 hereto, issued under this Indenture.


“Government Obligations”
means securities which are direct obligations of the United States of America in each case where the payment or payments thereunder
are supported by the full faith and credit of the United States of America.






    	 	3	 



     


    

“Holder” means
the Person in whose name the Subordinated Note is registered in the Subordinated Note Register.


“Indenture” means
this Indenture, as amended and supplemented from time to time in accordance with its terms.


“Initial Notes”
means the $20 million in aggregate principal amount of the Company’s 4.75% Fixed to Floating Rate Subordinated Notes due
2030 issued under this Indenture on the date hereof.


“Interest Payment Date”
means either a Fixed Interest Payment Date or a Floating Interest Payment Date, as applicable.


“Interest Period”
means (i) each six-month period beginning on a Fixed Interest Payment Date for the period beginning on the original issue date
of the Subordinated Notes or (ii) each three-month period beginning on a Floating Interest Payment Date for the period beginning
October 15, 2025.


“Investment Company Event”
means receipt by the Company of an opinion of independent counsel experienced in such matters to the effect that there is more
than an insubstantial risk that the Company is or, within 90 days of the date of such legal opinion will be, considered an “investment
company” that is required to be registered under the Investment Company Act of 1940, as amended.


“Legal Defeasance”
is defined in Section 302(2).


“Letter of Transmittal”
means the letter of transmittal to be prepared by the Company and sent to all Holders for use by such Holders in connection with
an Exchange Offer.


“Maturity” means
the date on which the principal of a Subordinated Note or an installment of principal becomes due and payable as provided in or
under this Indenture or such Subordinated Note, whether at the Stated Maturity or by an acceleration of the maturity of such Subordinated
Note in accordance with the terms of such Subordinated Note, upon redemption at the option of the Company, upon repurchase or repayment
or otherwise, and includes a Redemption Date for such Subordinated Note and a date fixed for the repurchase or repayment of such
Subordinated Note at the option of the Holder.


“Officer” means,
with respect to any Person, the chairman of the board, vice chairman of the board, the chief executive officer, the president,
the chief operating officer, the chief financial officer, the treasurer, any assistant treasurer, the controller, the secretary
or any vice president of such Person.


“Officers’ Certificate”
means a certificate signed on behalf of the Company by two Officers of the Company, one of whom must be the principal executive
officer, the principal financial officer or the principal accounting officer of the Company, that complies with the requirements
of Section 102 and is delivered to the Trustee.






    	 	4	 



     


    

“Opinion of Counsel”
means a written opinion from legal counsel who is reasonably acceptable to the Trustee, which opinion meets the requirements of
Section 102. The counsel may be an employee of or counsel to the Company or any Subsidiary of the Company.


“Outstanding,”
when used with respect to any Subordinated Notes, means, as of the date of determination, all such Subordinated Notes theretofore
authenticated and delivered under this Indenture, except (1) any such Subordinated Note theretofore cancelled by the Trustee or
the Registrar or delivered to the Trustee or the Registrar for cancellation; (2) any such Subordinated Note for whose payment at
the Maturity thereof money in the necessary amount has been theretofore deposited in accordance with this Indenture (other than
in accordance with Section 302) with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated
in trust by the Company (if the Company will act as its own Paying Agent) for the Holders of such Subordinated Notes, provided
that, if such Subordinated Notes are to be redeemed, notice of such redemption has been duly given in accordance with this Indenture
or provision therefor satisfactory to the Trustee has been made; (3) any such Subordinated Note with respect to which the Company
has effected Legal Defeasance or Covenant Defeasance in accordance with Section 302, except to the extent provided is Section 302;
and (4) any such Subordinated Note that has been paid in accordance with Section 209 or in exchange for or in lieu of which other
Subordinated Notes have been authenticated and delivered under this Indenture, unless there will have been presented to the Trustee
proof satisfactory to the Trustee that such Subordinated Note is held by a bona fide purchaser in whose hands such Subordinated
Note is a valid obligation of the Company; provided, however, in all cases, that in determining whether the Holders of the requisite
principal amount of Outstanding Subordinated Notes have given any request, demand, authorization, direction, notice, consent or
waiver hereunder, Subordinated Notes owned by the Company or any Affiliate of the Company will be disregarded and deemed not to
be Outstanding, except that, in determining whether the Trustee will be protected in making any such determination or relying upon
any such request, demand, authorization, direction, notice, consent or waiver, only Subordinated Notes that a Responsible Officer
of the Trustee actually knows to be so owned will be so disregarded. Subordinated Notes so owned that will have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right
so to act with respect to such Subordinated Notes and that the pledgee is not the Company or an Affiliate of the Company.


“Participating Broker-Dealer”
has the meaning set forth in the Registration Rights Agreement.


“Paying Agent”
is defined in Section 206.


“Person” means
any individual, corporation, partnership, association, limited liability company, other company, statutory trust, business trust,
joint venture, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.


“Place of Payment,”
with respect to any Subordinated Note, means the place or places where the principal of, or interest on, such Subordinated Note
are payable as provided in or under this Indenture or such Subordinated Note.






    	 	5	 



     


    

“Private Placement Legend”
means the legend set forth in Section 204 of this Indenture to be placed on all Subordinated Notes issued under this Indenture,
except where otherwise permitted by the provisions of this Indenture.


“Purchase Agreement”
means the Subordinated Note Purchase Agreement concerning the Subordinated Notes, dated October 14, 2020, by and among the Company
and the purchasers identified therein.


“Redemption Date”
with respect to any Subordinated Note or portion thereof to be redeemed, means the date fixed for such redemption by or under this
Indenture or such Subordinated Note.


“Redemption Price”
with respect to any Subordinated Note or portion thereof to be redeemed, means the price at which it is to be redeemed as determined
by or under this Indenture or such Subordinated Note.


“Registrar” is
defined in Section 206.


“Registration Rights Agreement”
means the Registration Rights Agreement in the form attached as Exhibit C to the Purchase Agreement with respect to the
Subordinated Notes, dated as of the date of this Indenture, by and among the Company and the purchasers of the Initial Notes identified
therein.


“Regular Record Date,”
with respect to any Interest Payment date, means the close of business on the fifteenth calendar day prior to the applicable Interest
Payment Date, without regard to whether the Regular Record Date is a Business Day.


“Responsible Officer”
means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice
president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee
who customarily performs functions similar to those performed by the Persons who at the time will be such officers, respectively,
or to whom any corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular
subject and who will have direct responsibility for the administration of this Indenture.


“Restricted Definitive Subordinated
Note” means a Definitive Subordinated Note bearing, or that is required to bear, the Private Placement Legend.


“Restricted Global Subordinated
Note” means a Global Subordinated Note bearing, or that is required to bear, the Private Placement Legend,


“Restricted Subordinated Note”
means a Restricted Global Subordinated Note or a Restricted Definitive Subordinated Note.


“Rule 144” means
Rule 144 promulgated under the Securities Act.


“Rule 144A” means
Rule 144A promulgated under the Securities Act.






    	 	6	 



     


    

“Securities Act”
means the Securities Act of 1933, as amended, or any successor statute thereto.


“Senior Indebtedness”
means the principal of (and premium, if any) and interest, if any, on: (1) all indebtedness and obligations of, or guaranteed or
assumed by, the Company for money borrowed, whether or not evidenced by bonds, debentures, securities, notes or other similar instruments,
and including, but not limited to all obligations to the Company’s general and secured creditors; (2) any deferred obligations
of the Company for the payment of the purchase price of property or assets acquired other than in the ordinary course of business;
(3) all obligations, contingent or otherwise, of the Company in respect of any letters of credit, bankers’ acceptances, security
purchase facilities and similar direct credit substitutes; (4) any capital lease obligations of the Company; (5) all obligations
of the Company in respect of interest rate swap, cap or other agreements, interest rate future or option contracts, currency swap
agreements, currency future or option contracts, commodity contracts and other similar arrangements or derivative products; (6)
all obligations that are similar to those in clauses (1) through (5) of other persons for the payment of which the Company is responsible
or liable as obligor, guarantor or otherwise arising from an off-balance sheet guarantee; (7) all obligations of the types referred
to in clauses (1) through (6) of other persons secured by a lien on any property or asset of the Company; and (8) in the case of
(1) through (7) above, all amendments, renewals, extensions, modifications and refundings of such indebtedness and obligations;
except “Senior Indebtedness” does not include (A) the Subordinated Notes, (B) any obligation that by its terms
expressly is junior to, or ranks equally in right of payment with, the Subordinated Notes, (C) the existing junior subordinated
debentures of the Company (underlying the outstanding trust preferred securities) as of the date of the issuance of this Subordinated
Note to which this Subordinated Note shall be senior, or (D) any indebtedness between the Company and any of its subsidiaries or
Affiliates.


“Significant Subsidiary”
means any Subsidiary of the Company that is a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X promulgated
by the Commission (as such rule is in effect on the date of this Indenture).


“Special Record Date”
for the payment of any Defaulted Interest on any Subordinated Note means a date fixed in accordance with Section 210.


“Stated Maturity”
means October 15, 2030.


“Subordinated Note”
or “Subordinated Notes” means the Initial Notes and the Exchange Notes and, more particularly, any Subordinated
Note authenticated and delivered under this Indenture, including those Subordinated Notes issued or authenticated upon transfer,
replacement or exchange.


“Subordinated Note Register”
is defined in Section 206.


“Subordination Provisions”
means the provisions contained in Article XI or any provisions with respect to subordination contained in the Subordinated Notes.


“Subsidiary” means
a corporation, a partnership, business or statutory trust or a limited liability company, a majority of the outstanding voting
equity securities or a majority of the voting membership or partnership interests, as the case may be, of which is owned or controlled,
directly or indirectly, by the Company or by one or more other Subsidiaries of the Company. For the purposes of this definition,
“voting equity securities” means securities having voting power for the election of directors, managers, managing partners
or trustees, as the case may be, whether at all times or only so long as no senior class of stock has voting power by reason of
any contingency.






    	 	7	 



     


    

“Tax Event” means
the receipt by the Company of an opinion of independent tax counsel experienced in such matters to the effect that as a result
of (1) an amendment to or change (including any announced prospective amendment or change) in any law or treaty, or any regulation
thereunder, of the United States or any of its political subdivisions or taxing authorities; (2) a judicial decision, administrative
action, official administrative pronouncement, ruling, regulatory procedure, regulation, notice or announcement, including any
notice or announcement of intent to adopt or promulgate any ruling, regulatory procedure or regulation (any of the foregoing, an
“Administrative or Judicial Action”); or (3) an amendment to or change in any official position with
respect to, or any interpretation of, an Administrative or Judicial Action or a law or regulation of the United States that differs
from the previously generally accepted position or interpretation, in each case, which change or amendment or challenge becomes
effective or which pronouncement, decision or challenge is announced on or after the issue date of the Subordinated Notes, there
is more than an insubstantial risk that interest payable by the Company on the Subordinated Notes is not, or, within 90 days of
the date of such opinion, will not be, deductible by the Company, in whole or in part, for United States federal income tax purposes.


“Tier 2 Capital”
means Tier 2 capital (or its equivalent) for purposes of capital adequacy guidelines of the Federal Reserve, as then in effect
and applicable to the Company.


“Tier 2 Capital Event”
means the Company’s good faith determination that, as a result of (1) any amendment to, or change in, the laws, rules or
regulations of the United States (including, for the avoidance of doubt, any agency or instrumentality of the United States, including
the Federal Reserve and other federal bank regulatory agencies) or any political subdivision of or in the United States that is
enacted or becomes effective after the issue date of the Subordinated Notes, (2) any proposed change in those laws, rules or regulations
that is announced or becomes effective after the issue date of the Subordinated Notes, or (3) any official administrative decision
or judicial decision or administrative action or other official pronouncement interpreting or applying those laws, rules, regulations,
policies or guidelines with respect thereto that is announced after the issue date of the Subordinated Notes, there is more than
an insubstantial risk that the Company will not be entitled to treat the Subordinated Notes then Outstanding as Tier 2 Capital
for so long as any Subordinated Notes are Outstanding.


“Trust Indenture Act”
means the Trust Indenture Act of 1939, as amended.


“Trustee” means
UMB Bank National Association, as trustee, until a successor replaces it in accordance with the provisions of this Indenture and
thereafter means the successor serving hereunder.


“United States,”
means the United States of America (including the states thereof and the District of Columbia), its territories, its possessions
and other areas subject to its jurisdiction.






    	 	8	 



     


    

“Unrestricted Definitive Subordinated
Note” means a Definitive Subordinated Note that does not bear, and is not required to bear, the Private Placement
Legend.


“Unrestricted Global Subordinated
Note” means a Global Subordinated Note that does not bear, and is not required to bear, the Private Placement Legend.


Section
102         Compliance Certificates and Opinions.


Except as otherwise expressly provided in
or under this Indenture, upon any application or request by the Company to the Trustee to take any action under any provision of
this Indenture, the Company will furnish to the Trustee an Officers’ Certificate in form reasonably satisfactory to the Trustee
stating that, in the opinion of the signers, all conditions precedent (including covenants compliance with which constitutes a
condition precedent), if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion
of Counsel in form reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent
(including covenants compliance with which constitutes a condition precedent), if any, have been complied with, except that in
the case of any such application or request as to which the furnishing of such documents or any of them is specifically required
by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need
be furnished.


Each certificate or opinion with respect
to which compliance with a condition provided for in this Indenture (other than an Officers’ Certificate provided under Section
907) must comply with the provisions of Section 314(e) of the Trust Indenture Act and must include:


(1)           
a statement that the person making such certificate or opinion has read such covenant or condition;


(2)            
a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
in such certificate or opinion are based;


(3)            
a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to
enable him or her to express an informed opinion as to whether or not such condition has been satisfied; and


(4)           
a statement as to whether or not, in the opinion of such person, such condition has been satisfied.


Section
103         Form of Documents Delivered to Trustee.


In any case where several matters are required
to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such
Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and
any such Person may certify or give an opinion as to such matters in one or several documents.






    	 	9	 



     


    

Any certificate or opinion of an Officer
of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel,
unless such Officer knows, or in the exercise of reasonable care, but without investigation, should know, that the certificate
or opinion or representations with respect to the matters upon which his certificate or opinion is based is erroneous.


Any such certificate or Opinion of Counsel
may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an Officer or
Officers of the Company stating that the information with respect to such factual matters is in the possession of the Company unless
such counsel knows, or in the exercise of reasonable care, but without investigation, should know, that the certificate or opinion
or representations with respect to such matters are erroneous.


Where any Person is required to make, give
or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture
or any Subordinated Note, they may, but need not, be consolidated and form one instrument.


Section
104         Acts of Holders.


(1)              
Any request, demand, authorization, direction, notice, consent, waiver or other action provided by or under this Indenture
to be made, given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor
signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such
action will become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is
hereby expressly required, to the Company. Such instrument or instruments and any such record (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments.
Proof of execution of any such instrument or of a writing appointing any such agent, or of the holding by any Person of a Subordinated
Note, will be sufficient for any purpose of this Indenture and (subject to Section 501) conclusive in favor of the Trustee and
the Company and any agent of the Trustee or the Company, if made in the manner provided in this Section.


(2)              
The fact and date of the execution by any Person of any such instrument or writing may be proved in any reasonable manner
that the Trustee deems sufficient and in accordance with such reasonable rules as the Trustee may determine, and the Trustee may
in any instance require further proof with respect to any of the matters referred to in this Section.


(3)              
The ownership, principal amount and serial numbers of Subordinated Notes held by any Person, and the date of the commencement
and the date of the termination of holding the same, will be proved by the Subordinated Note Register.


(4)              
The Company may, in the circumstances permitted by the Trust Indenture Act, set a record date for purposes of determining
the identity of Holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or take any other
act authorized or permitted to be given or taken by Holders. Unless otherwise specified, if not set by the Company prior to the
first solicitation of a Holder made by any Person in respect of any such action, any such record date will be the later of 30 days
prior to the first solicitation of such consent or the date of the most recent list of Holders furnished to the Trustee prior to
such solicitation. If a record date is fixed, the Holders on such record date, and only such Persons, will be entitled to make,
give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such Holders
remain Holders after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other action
will be valid or effective if made, given or taken more than 90 days after such record date.






    	 	10	 



     


    

(5)              
Any effective request, demand, authorization, direction, notice, consent, waiver or other Act by the Holder of any Subordinated
Note will bind every future Holder of the same Subordinated Note and the Holder of every Subordinated Note issued upon the registration
of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done or suffered to be done by the Trustee,
any Registrar, any Paying Agent or the Company in reliance thereon, whether or not notation of such Act is made upon such Subordinated
Note.


(6)              
Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do
so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may
do so in accordance with such appointment with regard to all or any part of such principal amount. Any notice given or action taken
by a Holder or its agents with regard to different parts of such principal amount in accordance with this paragraph will have the
same effect as if given or taken by separate Holders of each such different part.


(7)              
Without limiting the generality of this Section 104, a Holder, including a Depositary that is a Holder of a Global Subordinated
Note, may make, give or take, by a proxy or proxies, duly appointed in writing, any request, demand, authorization, direction,
notice, consent, waiver or other Act provided in or under this Indenture or the Subordinated Notes to be made, given or taken by
Holders, and a Depositary that is a Holder of a Global Subordinated Note may provide its proxy or proxies to the beneficial owners
of interests in any such Global Subordinated Note through such Depositary’s Applicable Procedures. The Company may fix a
record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Subordinated Note entitled
under the Applicable Procedures of such Depositary to make, give or take, by a proxy or proxies duly appointed in writing, any
request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given
or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies,
and only such Persons, will be entitled to make, give or take such request, demand, authorization, direction, notice, consent,
waiver or other action, whether or not such Holders remain Holders after such record date. No such request, demand, authorization,
direction, notice, consent, waiver or other action will be valid or effective if made, given or taken more than 90 days after such
record date.


Promptly upon any record date being set in
accordance with this Section 104, the Company, at its own expense, will cause notice of the record date, the proposed action by
Holders and the expiration date to be given to the Trustee in writing and the Holders in the manner set forth in Section 105.


Section
105         Required Notices or Demands.






    	 	11	 



     


    

Any notice or communication by the Company
or the Trustee to the other is duly given if in writing and delivered in Person or delivered by registered or certified mail (return
receipt requested), facsimile or overnight air courier guaranteeing next day delivery, to the other’s address:


If to the Company:


The Community Financial Corporation


3035 Leonardtown Road


Waldorf, Maryland 20601


Attention: Todd L. Capitani, Executive Vice President and Chief Financial Officer


Facsimile: (301) 843-3625


 


If to the Trustee:


UMB Bank National Association, as Trustee


5555 San Felipe Street, Suite 870


Houston, Texas 77056


Attention: Mauri Cowen / Corporate Trust


Facsimile: (214) 389-5949


 


The Company or the Trustee by notice to the
other may designate additional or different addresses for subsequent notices or communications.


All notices and communications will be deemed
to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the
mail, postage prepaid, if delivered by mail; on the first Business Day after being sent, if sent by facsimile and the sender receives
confirmation of successful transmission; and the next Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.


Any notice required or permitted to be given
to a Holder under the provisions of this Indenture will be deemed to be properly delivered by being deposited postage prepaid in
a post office letter box in the United States addressed to such Holder at the address of such Holder as shown on the Subordinated
Note Register. Any report in accordance with Section 313 of the Trust Indenture Act will be transmitted in compliance with subsection
(c) therein. If the Company delivers a notice or communication to Holders, the Company will deliver a copy to the Trustee at the
same time.


In any case where notice to Holders of Subordinated
Notes is delivered by mail, neither the failure to deliver such notice, nor any defect in any notice so delivered, to any particular
Holder of a Subordinated Note will affect the sufficiency of such notice with respect to other Holders of Subordinated Notes. Any
notice that is delivered in the manner herein provided will be conclusively presumed to have been duly given or provided. In the
case by reason of the suspension of regular mail service or by reason of any other cause it will be impracticable to give such
notice by mail, then such notification as will be made with the approval of the Trustee will constitute a sufficient notification
for every purpose hereunder.






    	 	12	 



     


    

Where this Indenture provides for notice
in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event,
and such waiver will be the equivalent of such notice. Waivers of notice by Holders of Subordinated Notes will be filed with the
Trustee, but such filing will not be a condition precedent to the validity of any action taken in reliance upon such waiver.


Notwithstanding any other provision herein,
where this Indenture provides for notice to any Holder of a Global Subordinated Note, or of an interest therein, such notice will
be sufficiently given if given to the Depositary for such Global Subordinated Note (or its designee) according to the applicable
procedures of such Depositary prescribed for giving such notice.


Section
106         Language of Notices.


Any request, demand, authorization, direction,
notice, consent or waiver or other Act required or permitted under this Indenture will be in the English language, except that,
if the Company so elects, any published notice may be in an official language of the country of publication.


Section
107         Incorporation by Reference of Trust
Indenture Act; Conflicts.


Whenever this Indenture refers to a provision
of the Trust Indenture Act, the provision is incorporated by reference in and made a part of this Indenture. The Trust Indenture
Act term “obligor” used in this Indenture means the Company and any successor obligor upon the Subordinated
Notes.


All other terms used in this Indenture that
are defined by the Trust Indenture Act, defined by Trust Indenture Act reference to another statute or defined by Commission rule
under the Trust Indenture Act have the meanings so assigned to them as of the date of this Indenture. If and to the extent that
any provision of this Indenture limits, qualifies or conflicts with another provision included in this Indenture that is required
to be included in this Indenture by any of Sections 310 to 317, inclusive, of the Trust Indenture Act, such required provision
will control. If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Section 318(c) of the
Trust Indenture Act, the duties imposed by Section 318(c) of the Trust Indenture Act will control. If any provision of this Indenture
modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the provisions of the Trust
Indenture Act will be deemed to apply to this Indenture as so modified or will be excluded, as the case may be.


Section
108         Effect of Headings and Table of Contents.


The Article and Section headings in this
Indenture and the Table of Contents are for convenience only and will not affect the construction of this Indenture.


Section
109         Successors and Assigns.


All the covenants, stipulations, promises
and agreements in this Indenture by or on behalf of the Company or the Trustee will bind its respective successors and permitted
assigns, whether so expressed or not.


Section
110         Severability.






    	 	13	 



     


    

In case any provision in this Indenture or
any Subordinated Note will be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions
will not, to the fullest extent permitted by law, in any way be affected or impaired thereby.


Section
111         Entire Agreement.


This Indenture and the exhibits hereto set forth
the entire agreement and understanding of the parties related to this transaction and supersedes all prior agreements and understandings,
oral or written.


 


Section
112         Benefits of Indenture.


Nothing in this Indenture or any Subordinated
Note, express or implied, will give to any Person, other than the parties hereto, any Registrar, any Paying Agent and their respective
successors hereunder and the Holders of Subordinated Notes, and the holders of Senior Indebtedness, any benefit or any legal or
equitable right, remedy or claim under this Indenture.


Section
113         Governing Law.


This Indenture and the Subordinated Notes
will be governed by and construed in accordance with the laws of the State of New York applicable to agreements made or instruments
entered into and, in each case, performed in said State (without reference to principles of conflicts of law).


Section
114         Legal Holidays.


Unless otherwise specified in or under this
Indenture or any Subordinated Notes, in any case where any Interest Payment Date, Stated Maturity or Maturity of, or any other
day on which a payment is due with respect to, any Subordinated Note will be a day that is not a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or any Subordinated Note other than a provision in any Subordinated
Note or in the Board Resolution, Officers’ Certificate or supplemental indenture establishing the terms of any Subordinated
Note that specifically states that such provision will apply in lieu hereof) payment need not be made at such Place of Payment
on such date, but such payment may be made on the next succeeding day that is a Business Day at such Place of Payment with the
same force and effect as if made on the Interest Payment Date, at the Stated Maturity or Maturity or on any such other payment
date, as the case may be, and no interest will accrue on the amount payable on such date or at such time for the period from and
after such Interest Payment Date, Stated Maturity, Maturity or other payment date, as the case may be, to the next succeeding Business
Day,


Section
115         Counterparts; Electronic Transmission.


This Indenture may be executed in several
counterparts, each of which will be an original and all of which will constitute but one and the same instrument. Any facsimile
or electronically transmitted copies hereof or signature hereon will, for all purposes, be deemed originals. Unless otherwise provided
herein or in any other related document, the words “execute”, “execution”, “signed”, and “signature”
and words of similar import used in or related to any document to be signed in connection with this Indenture, any other related
document or any of the transactions contemplated 



    	 	14	 



     


    

hereby (including amendments, waivers, consents and other modifications) shall
be deemed to include electronic signatures via Docusign and the keeping of records in electronic form, each of which shall be of
the same legal effect, validity or enforceability as a manually executed signature in ink or the use of a paper-based recordkeeping
system, as applicable, to the fullest extent and as provided for in any 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 similar state laws
based on the Uniform Electronic Transactions Act, provided that, notwithstanding anything herein to the contrary, the Trustee may
conclusively rely upon any such electronic signature, shall in no instance be responsible for determining if any such electronic
signature is permitted by applicable law nor be liable for any loss or damages resulting from its reliance upon the same electronic
signature, and is not under any obligation to agree to accept electronic signatures in any form or in any format unless expressly
agreed to by such Trustee pursuant to procedures approved by the Trustee.


Section
116         Immunity of Certain Persons.


No recourse under or upon any obligation,
covenant or agreement contained in this Indenture, or in any Subordinated Note, or because of any indebtedness evidenced thereby,
will be had against any past, present or future shareholder, employee, officer or director, as such, of the Company or of any predecessor
or successor, either directly or through the Company or any predecessor or successor, under any rule of law, statute or constitutional
provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being
expressly waived and released by the acceptance of the Subordinated Notes by the Holders and as part of the consideration for the
issue of the Subordinated Notes.


Section
117         Waiver of Jury Trial.


EACH PARTY HERETO IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SUBORDINATED NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.


Section
118         Force Majeure.


In no event will the Trustee be responsible
or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly,
forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or
military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions
of utilities, communications or computer (software and hardware) services; it being understood that the Trustee will use reasonable
efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under
the circumstances.


Section
119         USA Patriot Act.


The Trustee hereby notifies the Company that
in accordance with the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies
the Company, which information includes the name and address of the Company and other information that will allow the Trustee to
identify the Company in accordance with the USA Patriot Act.






    	 	15	 



     


    

Section
120         No Sinking Fund.


The Subordinated Notes are not entitled to
the benefit of any sinking fund.


Section
121         Rules of Construction.


Unless the context otherwise requires:


(1)              
a term has the meaning assigned to it;


(2)              
an accounting term not otherwise defined has the meaning assigned
to it in accordance with GAAP;


(3)              
“or” is not exclusive;


(4)              
words in the singular include the plural, and in the plural
include the singular;


(5)              
“including” means including without limitation;


(6)              
“will” will be interpreted to express a command;


(7)              
provisions apply to successive events and transactions;


(8)              
references to sections of, or rules under, the Securities Act
will be deemed to include substitute, replacement or successor sections or rules adopted by the Commission from time to time;


(9)              
unless the context otherwise requires, any reference to an “Article,”
“Section” or “clause” refers to an Article, Section or clause, as the case may be, of this Indenture; and


(10)          
the words “herein,” “hereof and “hereunder”
and other words of similar import refer to this Indenture as a whole and not any particular Article, Section, clause or other subdivision.


ARTICLE
II

THE SUBORDINATED NOTES


Section
201         Forms Generally.


The Subordinated Notes and the Trustee’s
certificate of authentication and the Global Subordinated Notes and the Trustee’s certificate of authentication will be substantially
in the form of Exhibit A-l and Exhibit A-2, as applicable, which are a part of this Indenture. The Subordinated Notes
may have notations, legends or endorsements required by law, stock exchange rule or usage (provided that any such notation, legend
or endorsement is in a form acceptable to the Company). The Company will provide any such notations, legends or endorsements to
the Trustee in writing. Each Subordinated Note will be dated the date of its authentication. The terms and provisions contained
in the Subordinated Notes will constitute, and are hereby expressly made a part of this Indenture and the Company and the Trustee,
by their execution and delivery of this Indenture, agree to such terms and provisions and to be bound thereby. However, to the
extent any provision of any Subordinated Note irreconcilably conflicts with the express provisions of this Indenture, the provisions
of this Indenture will govern and be controlling.






    	 	16	 



     


    

Section
202         Definitive Subordinated Notes.


The Initial Notes and the Exchange Notes
will be issued initially in the form of one or more Definitive Subordinated Notes, unless, before the issuance of such Initial
Notes or Exchange Notes, the Company has determined that the Subordinated Notes may be represented by Global Subordinated Notes
and has so notified the Trustee, in which event the Initial Notes and/or Exchange Notes will be issued in the form of one or more
Global Subordinated Notes. Except as provided in Section 207, Holders of Definitive Subordinated Notes will not be entitled to
transfer Definitive Subordinated Notes in exchange for beneficial interests in Global Subordinated Notes, and owners of beneficial
interests in Global Subordinated Notes will not be entitled to receive physical delivery of Definitive Subordinated Notes.


Section
203         Global Subordinated Notes.


Each Global Subordinated Note issued under
this Indenture will be deposited with the Trustee at its Corporate Trust Office, as custodian for the Depositary, and registered
in the name of the Depositary or the nominee thereof, duly executed by the Company and authenticated by the Trustee as hereinafter
provided. The aggregate principal amount of any Global Subordinated Note may from time to time be increased or decreased by adjustments
made on the records of the Trustee and the Depositary as hereinafter provided. Any adjustment of the aggregate principal amount
of a Global Subordinated Note to reflect the amount of any increase or decrease in the amount of Outstanding Subordinated Notes
represented thereby will be made by the Trustee in accordance with instructions given by the Holder thereof as required by Section
207 hereof and will be made on the records of the Trustee and the Depositary.


Section
204         Restricted Subordinated Notes.


Each Restricted Definitive Subordinated Note
and Restricted Global Subordinated Note will bear a legend in substantially the following form:


THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER ANY APPLICABLE STATE SECURITIES
LAW. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, INCLUDING (BUT NOT LIMITED TO) IN ACCORDANCE
AND IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF
COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, IF REQUESTED, OR (II) UNLESS SOLD IN ACCORDANCE WITH RULE 144 UNDER SAID ACT.






    	 	17	 



     


    

The Private Placement Legend set forth above
will be removed and a new Subordinated Note of like tenor and principal amount without such Private Placement Legend will be executed
by the Company, and upon written request of the Company (together with an Officers’ Certificate and an Opinion of Counsel)
given at least three Business Days prior to the proposed authentication date, the Trustee will authenticate and deliver such new
Subordinated Note to the respective Holder, if legal counsel to the Holder or owner of beneficial interests requesting the removal
of such Private Placement Legend delivers to the Trustee, any Registrar and Paying Agent (if a different Person than the Trustee)
and the Company an Opinion of Counsel in compliance with this Indenture and additionally opining that the Subordinated Note is
eligible for immediate resale, without any remaining holding period, under Rule 144 without regard to the requirement for the Company
to be in compliance with the current public information required under Rule 144 as to such securities.


Section
205         Execution and Authentication.


Subordinated Notes will be executed on behalf
of the Company by any Authorized Officer and may (but need not) have the Company’s corporate seal or a facsimile thereof
reproduced thereon. The signature of an Authorized Officer on the Subordinated Notes may be manual or facsimile. Subordinated Notes
bearing the manual or facsimile signatures of individuals who were at the time of execution Authorized Officers of the Company
will, to the fullest extent permitted by law, bind the Company, notwithstanding that such individuals or any of them have ceased
to hold such offices prior to the authentication and delivery of such Subordinated Notes or did not hold such offices at the date
of such Subordinated Notes.


The Trustee or an Authenticating Agent will
authenticate and deliver the Initial Notes for original issue in an aggregate principal amount of up to $20 million upon one or
more Company Orders and an Opinion of Counsel. In addition, the Trustee or an Authenticating Agent will upon receipt of a Company
Order, Opinion of Counsel and Officers’ Certificate authenticate and deliver any Exchange Notes for an aggregate principal
amount not to exceed $20 million specified in such Company Order for Exchange Notes issued hereunder. The aggregate principal amount
of Outstanding Subordinated Notes at any time may not exceed the amount set forth in the foregoing sentence, except as otherwise
provided in this Article II. The Subordinated Notes will be issued only in registered form without coupons and in minimum denominations
of $100,000 and any integral multiple of $1,000 in excess thereof.


The Trustee will not be required to authenticate
any Subordinated Notes if the issue of such Subordinated Notes under this Indenture will affect the Trustee’s own rights,
duties or immunities under the Subordinated Notes and this Indenture or otherwise in a manner that is not reasonably acceptable
to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken.






    	 	18	 



     


    

No Subordinated Note will be entitled to
any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Subordinated Note a certificate
of authentication substantially in the form provided for herein executed by or on behalf of the Trustee or by the Authenticating
Agent by the manual signature of one of its authorized signatories. Such certificate upon any Subordinated Note will be conclusive
evidence, and the only evidence, that such Subordinated Note has been duly authenticated and delivered hereunder.


Section
206         Registrar and Paying Agent.


The Company will maintain an office or agency
where Subordinated Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office
or agency where Subordinated Notes may be presented for payment (“Paying Agent”). The Registrar will keep a register
of the Subordinated Notes (“Subordinated Note Register”) and of their transfer and exchange. The registered Holder
of a Subordinated Note will be treated as the owner of the Subordinated Note for all purposes. The Company may appoint one or more
co-registrars and one or more additional Paying Agents. The term “Registrar” includes any co-registrar and the term
“Paying Agent” includes any additional paying agent. The Company may change any Paying Agent or Registrar without prior
notice to any Holder; provided that no such removal or replacement will be effective until a successor Paying Agent or Registrar
will have been appointed by the Company and will have accepted such appointment. The Company will notify the Trustee in writing
of the name and address of any Registrar or Paying Agent not a party to this Indenture. If the Company fails to appoint or maintain
another entity as Registrar or Paying Agent, the Trustee will act as such. The Company or any of its Subsidiaries may act as Paying
Agent or Registrar.


The Company initially appoints the Trustee
to act as the Paying Agent and Registrar for the Subordinated Notes and, in the event that any Subordinated Notes are issued in
global form, to initially act as custodian with respect to the Global Subordinated Notes. In the event that the Trustee will not
be or will cease to be Registrar with respect the Subordinated Notes, it will have the right to examine the Subordinated Note Register
at all reasonable times. There will be only one Subordinated Note Register.


Section
207         Registration of Transfer and Exchange


(1)              
Except as otherwise provided in or under this Indenture, upon
surrender for registration of transfer of any Subordinated Note, the Company will execute, and the Trustee will authenticate and
deliver, in the name of the designated transferee or transferees, one or more new Subordinated Notes denominated as authorized
in or under this Indenture, of a like aggregate principal amount bearing a number not contemporaneously outstanding and containing
identical terms and provisions.


Except as otherwise provided in or under
this Indenture, at the option of the Holder, Subordinated Notes may be exchanged for other Subordinated Notes containing identical
terms and provisions, in any authorized denominations (minimum denominations of $100,000 and any integral multiple of $1,000 in
excess thereof), and of a like aggregate principal amount, upon surrender of the Subordinated Notes to be exchanged at any office
or agency for such purpose. Whenever any Subordinated Notes are so surrendered for exchange, the Company will execute, and the
Trustee will authenticate and deliver, subject to the terms hereof, the Subordinated Notes that the Holder making the exchange
is entitled to receive.






    	 	19	 



     


    

All Subordinated Notes issued upon any registration
of transfer or exchange of Subordinated Notes will be the valid obligations of the Company evidencing the same debt and entitling
the Holders thereof to the same benefits under this Indenture as the Subordinated Notes surrendered upon such registration of transfer
or exchange.


Every Subordinated Note presented or surrendered
for registration of transfer or for exchange or redemption will (if so required by the Company or the Registrar for such Subordinated
Note) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar
for such Subordinated Note duly executed by the Holder thereof or his attorney duly authorized in writing.


No service charge will be made for any registration
of transfer or exchange of Subordinated Notes, or any redemption or repayment of Subordinated Notes, or any conversion or exchange
of Subordinated Notes for other types of securities or property, but the Company may require payment of a sum sufficient to pay
all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or exchange of the Subordinated
Notes from the Holder requesting such transfer or exchange.


Except as otherwise provided in or under
this Indenture, the Company will not be required (i) to issue, register the transfer of or exchange any Subordinated Notes during
a period beginning at the opening of business 15 days before the day of the selection for redemption of Subordinated Notes under
Section 1003 and ending at the close of business on the day of such selection, or (ii) to register the transfer of or exchange
any Subordinated Note, or portion thereof, so selected for redemption, except in the case of any Subordinated Note to be redeemed
in part, the portion thereof not to be redeemed.


Any Registrar appointed in accordance with
Section 206 hereof will provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery
by such Registrar of Subordinated Notes upon transfer or exchange of Subordinated Notes. No Registrar will be required to make
registrations of transfer or exchange of Subordinated Notes during any periods designated in the Subordinated Notes or in this
Indenture as periods during which such registration of transfers and exchanges need not be made.


The Trustee will have no obligation or duty
to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable
law with respect to any transfer of any interest in any Subordinated Note (including any transfers between or among Depositary
participants or beneficial owners of interests in any Global Subordinated Note) other than to require delivery of such certificates
and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of,
this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.


Neither the Trustee nor any Paying Agent
will have any responsibility for any actions taken or not taken by the Depositary.






    	 	20	 



     


    

(2)              
When Definitive Subordinated Notes are presented by a Holder
to the Registrar with a request to register the transfer of such Definitive Subordinated Notes or to exchange such Definitive Subordinated
Notes for an equal principal amount of Definitive Subordinated Notes of other authorized denominations, the Registrar will register
the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however,
that the Definitive Subordinated Notes surrendered for transfer or exchange will be duly endorsed or accompanied by a written instrument
of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or such Holder’s
attorney duly authorized in writing.


(3)              
A Global Subordinated Note may not be transferred except by
the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary,
or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Subordinated
Notes will be exchanged by the Company for Definitive Subordinated Notes if: (i) the Depositary has notified the Company that it
is unwilling or unable to continue as Depositary for such Global Subordinated Note or such Depositary has ceased to be a “clearing
agency” registered under the Exchange Act, and a successor depositary is not appointed by the Company within 90 days, (ii)
the Company determines that the Subordinated Notes are no longer to be represented by Global Subordinated Notes and so notifies
the Trustee, or (iii) an Event of Default has occurred and is continuing with respect to the Subordinated Notes and the Depositary
or its participant(s) has requested the issuance of Definitive Subordinated Notes.


Any Global Subordinated Note exchanged in
accordance with clause (i) or (ii) above will be so exchanged in whole and not in part, and any Global Subordinated Note exchanged
in accordance with clause (iii) above may be exchanged in whole or from time to time in part as directed by the Depositary.


Upon the occurrence of any of the preceding
events in (i), (ii) or (iii) above, Definitive Subordinated Notes will be issued in fully registered form, without interest coupons,
will have an aggregate Principal Amount equal to that of the Global Subordinated Note or portion thereof to be so exchanged, will
be registered in such names and be in such authorized denominations as the Depositary will instruct the Trustee in writing and
will bear such legends as provided herein. Global Subordinated Notes also may be exchanged or replaced, in whole or in part, as
provided in Section 209 hereof. Every Subordinated Note authenticated and delivered in exchange for, or in lieu of, a Global Subordinated
Note or any portion thereof, in accordance with this Section 207 or Section 209 hereof, will be authenticated and delivered in
the form of, and will be, a Global Subordinated Note, except as otherwise provided herein. A Global Subordinated Note may not be
exchanged for another Subordinated Note other than as provided in this Section 207(3); however, beneficial interests in a Global
Subordinated Note may be transferred and exchanged as provided in Section 207(4) hereof.


Any Global Subordinated Note to be exchanged
in whole will be surrendered by the Depositary to the Trustee. With regard to any Global Subordinated Note to be exchanged in part,
either such Global Subordinated Note will be so surrendered for exchange or, if the Trustee is acting as custodian for the Depositary
or its nominee with respect to such Global Subordinated Note, the principal amount thereof will be reduced, by an amount equal
to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such
surrender or adjustment, the Trustee will authenticate and deliver the Subordinated Note issuable on such exchange to or upon the
order of the Depositary or an authorized representative thereof.






    	 	21	 



     


    

(4)              
The transfer and exchange of beneficial interests in the Global
Subordinated Notes will be effected through the Depositary in accordance with the Applicable Procedures and this Section 207.


(5)              
A Definitive Subordinated Note may not be exchanged for a beneficial
interest in a Global Subordinated Note unless the Company determines that the Subordinated Notes may be represented by Global Subordinated
Notes and so notifies the Trustee. After the Company has determined that the Subordinated Notes may be represented by Global Subordinated
Notes and so notifies the Trustee, then upon receipt by the Trustee of a Definitive Subordinated Note, duly endorsed or accompanied
by appropriate instruments of transfer, in form satisfactory to the Trustee, together with written instructions from such Holder
directing the Trustee to make, or to direct the Registrar to make, an adjustment on its books and records with respect to such
Global Subordinated Note to reflect an increase in the aggregate principal amount of the Subordinated Notes represented by the
Global Subordinated Note, such instructions to contain information regarding the Depositary account to be credited with such increase,
the Trustee will cancel such Definitive Subordinated Note and cause, or direct the Registrar to cause, in accordance with the standing
instructions and procedures existing between the Depositary and the Registrar, the aggregate principal amount of Subordinated Notes
represented by the Global Subordinated Note to be increased by the aggregate principal amount of the Definitive Subordinated Note
to be exchanged, and will credit or cause to be credited to the account of the Person specified in such instructions a beneficial
interest in the Global Subordinated Note equal to the principal amount of the Definitive Subordinated Note so cancelled. If no
Global Subordinated Notes are then outstanding, the Company will issue and the Trustee will authenticate, upon Company Order, a
new Global Subordinated Note in the appropriate principal amount.


(6)              
At such time as all beneficial interests in a particular Global
Subordinated Note have been exchanged for Definitive Subordinated Notes or a particular Global Subordinated Note has been repurchased
or canceled in whole and not in part, each such Global Subordinated Note will be returned to or retained and canceled by the Trustee
in accordance with Section 212 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Subordinated
Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another
Global Subordinated Note or for Definitive Subordinated Notes, the principal amount of Subordinated Notes represented by such Global
Subordinated Note will be reduced accordingly by adjustments made on the records of the Trustee to reflect such reduction; and
if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial
interest in another Global Subordinated Note, such other Global Subordinated Note will be increased accordingly by adjustments
made on the records of the Trustee to reflect such increase.


(7)              
No Restricted Subordinated Note will be transferred or exchanged
except in compliance with the Private Placement Legend or as provided in accordance with Section 208. In addition to the provisions
for transfer and exchange set forth in this Section 207, the Trustee, any Registrar and Paying Agent (if a different Person than
the Trustee) and the Company may, prior to effecting any requested transfer or exchange of any Restricted Subordinated Notes, other
than an exchange in accordance with Section 208, require that legal counsel to the Holder or owner of beneficial interests requesting
such transfer or exchange deliver to the Trustee, any Registrar and Paying Agent (if a different Person than the Trustee) and the
Company, an Opinion of Counsel in compliance with this Indenture and additionally opining that the transfer or exchange is in compliance
with the requirements of the Private Placement Legend and that the Subordinated Note issued to the transferee or in exchange for
the Restricted Subordinated Note may be issued free of the Private Placement Legend. Any untransferred or unexchanged balance of
a Restricted Subordinated Note will be reissued to the Holder with the Private Placement Legend, unless the Private Placement Legend
may be omitted in accordance with Section 204, as evidenced by the Opinion of Counsel.






    	 	22	 



     


    

Section
208         Exchange Offer.


Upon the occurrence of an Exchange Offer
in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of a Company Order in accordance
with Section 205 hereof, the Trustee will authenticate (i) Unrestricted Definitive Subordinated Notes in an aggregate principal
amount equal to the principal amount of the Restricted Definitive Subordinated Notes tendered in such Exchange Offer for acceptance
by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are
not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted
for exchange in such Exchange Offer or, if permitted by the Company, (ii) one or more Unrestricted Global Subordinated Notes in
an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Subordinated Notes
tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are
not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they
are not Affiliates of the Company, and accepted for exchange in such Exchange Offer. Concurrently with the issuance of such Unrestricted
Global Subordinated Notes upon exchange of Restricted Global Subordinated Notes, the Trustee will cause the aggregate principal
amount of the applicable Restricted Global Subordinated Notes to be reduced accordingly, and the Company will execute and the Trustee
will authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Subordinated Notes so accepted
Unrestricted Definitive Subordinated Notes in the applicable principal amount. Any Subordinated Notes that remain outstanding after
the consummation of such Exchange Offer, and Exchange Notes issued in connection with such Exchange Offer, will be treated as a
single class of securities under this Indenture.


Section
209         Mutilated, Destroyed, Lost and Stolen
Subordinated Notes.


If any mutilated Subordinated Note is surrendered
to the Trustee, subject to the provisions of this Section 209, the Company will execute and the Trustee will authenticate and deliver
in exchange therefor a new Subordinated Note containing identical terms and of like principal amount and bearing a number not contemporaneously
outstanding.


If there be delivered to the Company and
to the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Subordinated Note, and (ii) such security
or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of
notice to the Company or the Trustee that such Subordinated Note has been acquired by a bona fide purchaser, the Company will execute
and, upon the Company’s request the Trustee will authenticate and deliver, in exchange for or in lieu of any such destroyed,
lost or stolen Subordinated Note, a new Subordinated Note containing identical terms and of like principal amount and bearing a
number not contemporaneously outstanding.






    	 	23	 



     


    

Notwithstanding the foregoing provisions
of this Section 209, in case the outstanding principal balance of any mutilated, destroyed, lost or stolen Subordinated Note has
become or is about to become due and payable, or is about to be redeemed by the Company pursuant to Article X hereof, the Company
in its discretion may, instead of issuing a new Subordinated Note, pay or redeem such Subordinated Note, as the case may be.


Upon the issuance of any new Subordinated
Note under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.


Every new Subordinated Note issued in accordance
with this Section in lieu of any destroyed, lost or stolen Subordinated Note will constitute a separate obligation of the Company,
whether or not the destroyed, lost or stolen Subordinated Note will be at any time enforceable by anyone, and will be entitled
to all the benefits of this Indenture equally and proportionately with any and all other Subordinated Notes duly issued hereunder.


The provisions of this Section, as amended
or supplemented in accordance with this Indenture with respect to particular Subordinated Notes or generally, will (to the extent
lawful) be exclusive and will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Subordinated Notes.


Section
210         Payment of Interest; Rights to Interest
Preserved.


Any interest on any Subordinated Note that
will be payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name
such Subordinated Note is registered as of the close of business on the Regular Record Date for such Interest Payment Date.


Any interest on any Subordinated Note that
will be payable, but will not be punctually paid or duly provided for, on any Interest Payment Date for such Subordinated Note
(herein called “Defaulted Interest”) will cease to be payable to the Holder thereof on the relevant Regular Record
Date by virtue of having been such Holder; and such Defaulted Interest may be paid by the Company, at its election in each case,
as provided in either clause (1) or (2) below:


(1)              
The Company may elect to make payment of any Defaulted Interest
to the Person in whose name such Subordinated Note will be registered at the close of business on a Special Record Date for the
payment of such Defaulted Interest, which will be fixed in the following manner. The Company will notify the Trustee in writing
of the amount of Defaulted Interest proposed to be paid on such Subordinated Note and the date of the proposed payment, and at
the same time the Company will deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest or will make arrangements satisfactory to the Trustee for such deposit on or prior to the date
of the proposed payment, such money when so deposited to be held in trust for the benefit of the Person entitled to such Defaulted
Interest as in this clause provided. Thereupon, the Company will fix or cause to be fixed a Special Record Date for the payment
of such Defaulted Interest, which will be no less than 15 days from the proposed payment. The Company (or, upon the written request
of the Company, the Trustee in the name and at the expense of the Company), will cause notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor to be delivered to the Holder of such Subordinated Note at the Holder’s address
as it appears in the Subordinated Note Register not less than 10 days prior to such Special Record Date. The Company may, in its
discretion, in the name and at the expense of the Company cause a similar notice to be published at least once in an Authorized
Newspaper of general circulation in the City of New York, New York but such publication will not be a condition precedent to the
establishment of such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date
therefor having been delivered as aforesaid, such Defaulted Interest will be paid to the Person in whose name such Subordinated
Note will be registered at the close of business on such Special Record Date.






    	 	24	 



     


    

(2)              
The Company may make payment of any Defaulted Interest in any
other lawful manner not inconsistent with the requirements of any securities exchange on which such Subordinated Note may be listed,
and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed
payment under this Clause, such payment will be deemed practicable by the Trustee.


Unless otherwise provided in or under this
Indenture or the Subordinated Notes, at the option of the Company, interest on Subordinated Notes that bear interest may be paid
by mailing a check to the address of the Person entitled thereto as such address will appear in the Subordinated Note Register
or by transfer to an account maintained by the payee with a bank located in the United States.


Subject to the foregoing provisions of this
Section and Section 207, each Subordinated Note delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Subordinated Note will carry the rights to interest accrued and unpaid, and to accrue, which were carried
by such other Subordinated Note.


Section
211         Persons Deemed Owners.


Prior to due presentment of a Subordinated
Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in
whose name such Subordinated Note is registered in the Subordinated Note Register as the owner of such Subordinated Note for the
purpose of receiving payment of principal of, and (subject to Section 207 and Section 210) interest on, such Subordinated Note
and for all other purposes whatsoever, whether or not any payment with respect to such Subordinated Note will be overdue, and neither
the Company, the Trustee or any agent of the Company or the Trustee will be affected by notice to the contrary.


No holder of any beneficial interest in any
Global Subordinated Note held on its behalf by a Depositary will have any rights under this Indenture with respect to such Global
Subordinated Note, and such Depositary may be treated by the Company, the Trustee, and any agent of the Company or the Trustee
as the owner of such Global Subordinated Note for all purposes whatsoever. None of the Company, the Trustee, any Paying Agent or
the Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of
beneficial ownership interests of a Global Subordinated Note or for maintaining, supervising or reviewing any records relating
to such beneficial ownership interests.






    	 	25	 



     


    

Notwithstanding the foregoing, nothing herein
will prevent the Company, the Trustee, any Paying Agent or the Registrar from giving effect to any written certification, proxy
or other authorization furnished by the applicable Depositary, as a Holder, with respect to a Global Subordinated Note or impair,
as between such Depositary and the owners of beneficial interests in such Global Subordinated Note, the operation of customary
practices governing the exercise of the rights of such Depositary (or its nominee) as the Holder of such Global Subordinated Note.


Section
212         Cancellation.


All Subordinated Notes surrendered for payment,
redemption, registration of transfer or exchange will, if surrendered to any Person other than the Trustee, be delivered to the
Trustee, and any such Subordinated Note, as well as Subordinated Notes surrendered directly to the Trustee for any such purpose,
will be cancelled promptly by the Trustee. The Company may at any time deliver to the Trustee for cancellation any Subordinated
Notes previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Subordinated
Notes so delivered will be cancelled promptly by the Trustee, No Subordinated Notes will be authenticated in lieu of or in exchange
for any Subordinated Notes cancelled as provided in this Section, except as expressly permitted by or under this Indenture. All
cancelled Subordinated Notes held by the Trustee will be disposed of in accordance with its procedure for the disposition of cancelled
Subordinated Notes, and the Trustee upon the written request of the Company will deliver to the Company a certificate of such disposition,
unless by a Company Order the Company shall direct that cancelled Subordinated Notes shall be returned to the Company.


Section
213         Computation of Interest.


From and including the original issue date
of the Subordinated Notes to but excluding October 15, 2025 or the earlier Redemption Date contemplated by Article X of this Indenture
(the “Fixed Rate Period”), at the rate of 4.75% per annum, computed on the basis of a 360-day year consisting of twelve
30-day months and payable semi-annually in arrears on each Fixed Interest Payment Date. From and including October 15, 2025 to
but excluding the Maturity Date or earlier Redemption Date contemplated by Article X of this Indenture (the “Floating Rate
Period”), at the rate per annum, reset quarterly, equal to the Floating Interest Rate (as defined below) determined on the
Floating Interest Determination Date (as defined below) of the applicable interest period plus 458.0 basis points, computed on
the basis of a 360-day year and the actual number of days elapsed and payable quarterly in arrears (each quarterly period a “Floating
Interest Period”) on each Floating Interest Payment Date. Dollar amounts resulting from this calculation shall be rounded
to the nearest cent, with one-half cent being rounded up. The term “Floating Interest Determination Date” means the
date upon which the Floating Interest Rate is determined by the Calculation Agent pursuant to the Three-Month Term SOFR Conventions.
Notwithstanding anything to the contrary, (i) in the event the Three-Month Term SOFR (as defined below) is less than zero, the
Three-Month Term SOFR shall be deemed to be zero, and (ii) if a Benchmark Transition Event (as defined below) and its related Benchmark
Replacement Date (as defined below) have occurred and the Benchmark Replacement (as defined below) is less than zero, then the
Benchmark Replacement shall be deemed to be zero.






    	 	26	 



     


    

(a)              
An “Interest Payment Date” is either a Fixed Interest Payment Date or a Floating Interest Payment Date,
as applicable.


(b)              
The “Floating Interest Rate” means:


(i)              
initially Three-Month Term SOFR (as defined below).


(ii)             
Notwithstanding the foregoing clause (i) of this Section 2(b):


(1)              
If the Calculation Agent determines prior to the relevant Floating Interest Determination Date that a Benchmark Transition Event
and its related Benchmark Replacement Date (each of such terms as defined below) have occurred with respect to Three-Month Term
SOFR, then the Company shall promptly provide notice of such determination to the Holders and Section 2(c) (Effect of Benchmark
Transition Event) will thereafter apply to all determinations, calculations and quotations made or obtained for the purposes of
calculating the Floating Interest Rate payable on the Subordinated Notes during a relevant Floating Interest Period.


(2)              
However, if the Calculation Agent, determines that a Benchmark Transition Event and its related Benchmark Replacement Date have
occurred with respect to Three-Month Term SOFR, but for any reason the Benchmark Replacement has not been determined as of the
relevant Floating Interest Determination Date, the Floating Interest Rate for the applicable Floating Interest Period will be equal
to the Floating Interest Rate on the last Floating Interest Determination Date for the Subordinated Notes, as determined by the
Calculation Agent (as defined below).


(iii)           
If the then-current Benchmark (as defined below) is Three-Month Term SOFR and 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 (as defined below) determined by the Company, then the relevant Three-Month Term SOFR Conventions (as defined
below) will apply.


(c)              
Effect of Benchmark Transition Event.


(i)                
If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred
prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date,
the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the
relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent dates.


(ii)             
In connection with the implementation of a Benchmark Replacement, the Company will have the right to make Benchmark Replacement
Conforming Changes from time to time, and such changes shall become effective without consent from the relevant Holders or any
other party.






    	 	27	 



     


    

(iii)           
Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to the benchmark transition
provisions set forth herein, 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 any selection:


(1)              
will be conclusive and binding absent manifest error;


(2)              
if made by the Company, will be made in the Company’s sole discretion;


(3)              
if made by the Calculation Agent, 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


(4)              
notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreement, shall become effective without consent
from the relevant Holders or any other party.


(iv)            
For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest
payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark
Replacement and the spread specified on the face hereof.


(v)              
As used in this Subordinated Note:


(1)              
“Benchmark” means, initially, Three-Month Term SOFR; provided that if 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; provided
that if (a) the Calculation Agent 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 Calculation Agent, as of the Benchmark Replacement Date:


a.                  
The sum of (i) Compounded SOFR and (ii) the Benchmark Replacement Adjustment;


b.                 
the sum of: (i) the alternate rate of interest 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 (ii) the Benchmark Replacement
Adjustment;






    	 	28	 



     


    

c.                  
the sum of: (i) the ISDA Fallback Rate and (ii) the Benchmark Replacement Adjustment;


d.                 
the sum of: (i) the alternate rate of interest that has been selected by the Company as the replacement for the then-current
Benchmark for the applicable Corresponding Tenor giving due consideration to any industry-accepted rate of interest as a replacement
for the then-current Benchmark for U.S. dollar denominated floating rate notes at such time and (ii) the Benchmark Replacement
Adjustment.


(3)              
“Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined
by the Calculation Agent, as of the Benchmark Replacement Date:


a.                  
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;


b.                 
if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment;


c.                  
the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Company 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 notes at such time.


(4)              
“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical,
administrative or operational changes (including changes to the definition of “Floating Interest Period,” timing
and frequency of determining rates with respect to each Floating Interest Period and making payments of interest, rounding of amounts
or tenors and other administrative matters) that the Company decides may be appropriate to reflect the adoption of such Benchmark
Replacement in a manner substantially consistent with market practice (or, if the Company decides that adoption of any portion
of such market practice is not administratively feasible or if the Company determines that no market practice for use of the Benchmark
Replacement exists, in such other manner as the Company determines is reasonably necessary).


(5)              
“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current
Benchmark:


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


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






    	 	29	 



     


    

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


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 purposes of such
determination.


(6)              
“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the
then-current Benchmark:


a.                  
if the Benchmark is Three-Month Term SOFR, (i) the Relevant Governmental Body has not selected or recommended a forward-looking
term rate for a tenor of three months based on SOFR, (ii) 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 (iii) the Company determines
that the use of a forward-looking rate for a tenor of three months based on SOFR is not administratively feasible;


b.                 
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;


c.                  
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


d.                 
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.


(7)              
“Calculation Agent” means such bank or other entity (which may be the Company or an affiliate of the Company,
but shall not be the Trustee without the Trustee’s express written consent) as may be appointed by the Company to act as
Calculation Agent for the Subordinated Notes during the Floating Rate Period.


(8)              
“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:






    	 	30	 



     


    

a.                  
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:


b.                 
if, and to the extent that, the Company or its designee determines that Compounded SOFR cannot be determined in accordance
with clause (a) 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 notes at such time.


For the avoidance of doubt, the calculation
of Compounded SOFR will exclude the Benchmark Replacement Adjustment.


(9)              
“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.


(10)          
“FRBNY” means the Federal Reserve Bank of New York.


(11)          
“FRBNY’s Website” means the website of the FRBNY at http://www.newyorkfed.org, or any successor source.


(12)          
“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.


(13)          
“ISDA” means the International Swaps and Derivatives Association, Inc. or any successor thereto.


(14)          
“ISDA Definitions” means the 2006 ISDA Definitions published by the ISDA 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.


(15)          
“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.


(16)          
“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.


(17)          
“Reference Time” with respect to any determination of a 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.






    	 	31	 



     


    

(18)          
“Relevant Governmental Body” means the Board of Governors of the Federal Reserve System (the “Federal
Reserve”) and/or the FRBNY, or a committee officially endorsed or convened by the Federal Reserve and/or the FRBNY or
any successor thereto.


(19)          
“SOFR” means the daily Secured Overnight Financing Rate provided by the FRBNY, as the administrator of the benchmark
(or a successor administrator), on the FRBNY’s Website.


(20)          
“Term SOFR” means the forward-looking term rate for the Corresponding Tenor based on SOFR that has been selected
or recommended by the Relevant Governmental Body.


(21)          
“Term SOFR Administrator” means any entity designated by the Relevant Governmental Body as the administrator
of Term SOFR (or a successor administrator).


(22)          
“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 Floating Interest Period, as determined by the Calculation Agent after giving
effect to the Three-Month Term SOFR Conventions.


(23)          
“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 “Floating Interest Period”, timing and frequency of determining Three-Month Term SOFR
with respect to each Floating Interest Period and making payments of interest, rounding of amounts or tenors, and other administrative
matters) that the Company 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 Company decides that adoption of any portion of such market practice is not administratively
feasible or if the Company determines that no market practice for the use of Three-Month Term SOFR exists, in such other manner
as the Company determines is reasonably necessary).


(24)          
“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.


(d)              
In the event that any Fixed Interest Payment Date during the Fixed Rate Period falls on a day that is not a Business Day
(as defined below), the interest payment due on that date shall be postponed to the next day that is a Business Day and no additional
interest shall accrue as a result of that postponement. In the event that any Floating Interest Payment Date during the Floating
Rate Period falls on a day that is not a Business Day (as defined below), the interest payment due on that date shall be postponed
to the next day that is a Business Day and interest shall accrue to but excluding the date interest is paid. However, if the postponement
would cause the day to fall in the next calendar month during the Floating Interest Period, the Floating Interest Payment Date
shall instead be brought forward to the immediately preceding Business Day. The term “Business Day” means any day other
than a Saturday or Sunday or any other day on which banking institutions in the State of New York are generally authorized or required
by law or executive order to be closed.






    	 	32	 



     


    

Section
214         CUSIP Numbers.


The Company may issue the Subordinated Notes
with one or more “CUSIP” numbers (if then generally in use). The Company will promptly notify the Trustee of any change
in the CUSIP numbers. The Trustee may use “CUSIP” numbers in notices (including but not limited to notices of redemption
or exchange) as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness
of such numbers either as printed on the Subordinated Notes or as contained in any notice (including any notice of redemption or
exchange) and that reliance may be placed only on the other identification numbers printed on the Subordinated Notes, and any such
notice will not be affected by any defect in or omission of such numbers.


ARTICLE
III

SATISFACTION AND DISCHARGE OF INDENTURE


Section
301         Satisfaction and Discharge.


This Indenture will cease to be of further
effect, and the Trustee, on receipt of a Company Order, at the expense of the Company, will execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when


(1)              
either


(a)              
all Subordinated Notes theretofore authenticated and delivered (other than (i) Subordinated Notes that have been
destroyed, lost or stolen and which have been replaced or paid as provided in Section 209 and (ii) Subordinated Notes for whose
payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the
Company or discharged from such trust, as provided in Section 903) have been delivered to the Trustee for cancellation; or


(b)              
all Subordinated Notes that have not been delivered to the Trustee for cancellation (i) have become due and payable,
or (ii) will become due and payable at their Stated Maturity within one year, or (iii) if redeemable at the option of the Company,
are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption
by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (i), (ii) or (iii) above, has deposited
or caused to be deposited with the Trustee as trust funds in trust for such purpose, an amount sufficient to pay and discharge
the entire indebtedness on such Subordinated Notes not theretofore delivered to the Trustee for cancellation, including the principal
of, and interest on, such Subordinated Notes, to the date of such deposit (in the case of Subordinated Notes which have become
due and payable) or to the Maturity thereof, as the case may be;


(2)              
the Company has paid or caused to be paid all other sums payable
hereunder by the Company with respect to the Outstanding Subordinated Notes; and






    	 	33	 



     


    

(3)              
the Company has delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction
and discharge of this Indenture have been satisfied.


Notwithstanding the satisfaction and discharge of this Indenture
with respect to the Subordinated Notes, the obligations of the Company to the Trustee under Section 507 and, if money will have
been deposited with the Trustee in accordance with Section 301(1)(b), the obligations of the Company and the Trustee with respect
to the Subordinated Notes under Section 303 and Section 903 will survive.


Section
302         Defeasance and Covenant Defeasance.


(1)              
The Company may at its option and at any time, elect to have
Section 302(2) or Section 302(3) be applied to such Outstanding Subordinated Notes upon compliance with the conditions set forth
below in this Section 302. Legal Defeasance and Covenant Defeasance may be effected only with respect to all, and not less than
all, of the Outstanding Subordinated Notes.


(2)              
Upon the Company’s exercise of the above option applicable
to this Section 302(2), the Company will be deemed to have been discharged from its obligations with respect to such Outstanding
Subordinated Notes on the date the conditions set forth in clause (4) of this Section 302 are satisfied (“Legal Defeasance”).
For this purpose. Legal Defeasance means that the Company will be deemed to have paid and discharged the entire indebtedness represented
by such Outstanding Subordinated Notes, which will thereafter be deemed to be “Outstanding” only for the purposes of
Section 302(5) and the other Sections of this Indenture referred to in clauses (i) through (iv) of this paragraph, and to have
satisfied all of its other obligations under such Subordinated Notes and this Indenture insofar as such Subordinated Notes are
concerned (and the Trustee, at the expense of the Company, will execute proper instruments acknowledging the same), except for
the following which will survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Outstanding
Subordinated Notes to receive, solely from the trust fund described in Section 302(4)(a) and as more fully set forth in this Section
302 and Section 303, payments in respect of the principal of and interest, if any, on, such Subordinated Notes when such payments
are due, (ii) the obligations of the Company and the Trustee with respect to such Subordinated Notes under Section 207, Section
209, Section 902 and Section 903, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this
Section 302 and Section 303. The Company may exercise its option under this Section 302(2) notwithstanding the prior exercise
of its option under Section 302(3) with respect to such Subordinated Notes.


(3)              
Upon the Company’s exercise of the above option applicable
to this Section 302(3), the Company will be released from its obligations under clauses (ii) and (iii) of Section 904 and under
Section 905, Section 906 and Section 907 on and after the date the conditions set forth in Section 302(4) are satisfied (“Covenant
Defeasance”), and such Subordinated Notes will thereafter be deemed to be not “Outstanding” for the purposes
of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection with any
such covenant, but will continue to be deemed “Outstanding” for all other purposes hereunder. For this purpose, such
Covenant Defeasance means that with respect to such Outstanding Subordinated Notes, the Company may omit to comply with, and will
have no liability in respect of. any term, condition or limitation set forth in any such Section or any such other covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such Section or such other covenant or by reason of
reference in any such Section or such other covenant to any other provision herein or in any other document and such omission to
comply will not constitute a default, but, except as specified above, the remainder of this Indenture and such Subordinated Notes
will be unaffected thereby.






    	 	34	 



     


    

(4)              
The following will be the conditions to application of Section
302(2) or Section 302(3) to any Outstanding Subordinated Notes:


(a)              
The Company will irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying
the requirements of Section 508 who will agree to comply with the provisions of this Section 302 applicable to it) as trust funds
in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit
of the Holders, (i) an amount in Dollars, (ii) Government Obligations that through the scheduled payment of principal and interest
in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal
of and interest, if any, on such Subordinated Notes, money or (iii) a combination thereof, in any case, in an amount, sufficient,
without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which will
be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of and interest, if any, on, such Outstanding
Subordinated Notes on the Stated Maturity of such principal or installment of principal or interest or the applicable Redemption
Date, as the case may be.


(b)              
Such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default
under, this Indenture or any other material agreement or instrument to which the Company or any Subsidiary is a party or by which
it is bound.


(c)              
No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect
to such Subordinated Notes will have occurred and be continuing on the date of such deposit, and, solely in the case of Legal Defeasance
under Section 302(2), no Event of Default, or event which with notice or lapse of time or both would become an Event of Default,
under Section 401 will have occurred and be continuing at any time during the period ending on and including the 91st
day after the date of such deposit (it being understood that this condition to Legal Defeasance under Section 302(2) will not be
deemed satisfied until the expiration of such period).


(d)              
In the case of Legal Defeasance, the Company will have delivered to the Trustee an Opinion of Counsel reasonably
acceptable to the Trustee stating that (i) the Company has received from, or there has been published by, the Internal Revenue
Service a ruling or (ii) since the date of this Indenture there has been a change in applicable federal income tax law, in either
case to the effect that, and based thereon such opinion of independent counsel will confirm that, the Holders of such Outstanding
Subordinated Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance
and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the
case if such Legal Defeasance had not occurred.






    	 	35	 



     


    

(e)              
In the case of Covenant Defeasance, the Company will have delivered to the Trustee an Opinion of Counsel reasonably
acceptable to the Trustee to the effect that the Holders of such Outstanding Subordinated Notes will not recognize income, gain
or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the
same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred.


(f)               
The Company will have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating
that all conditions precedent to the Legal Defeasance or Covenant Defeasance, as the case may be, under this Indenture have been
satisfied.


(g)              
If the moneys or Government Obligations or combination thereof, as the case may be, deposited under Section 302(4)(a)
above are sufficient to pay the principal of, and interest, if any, on, such Subordinated Notes provided such Subordinated Notes
are redeemed on a particular Redemption Date, the Company will have given the Trustee irrevocable instructions to redeem such Subordinated
Notes on such date and to provide notice of such redemption to Holders as provided in or under this Indenture.


(h)              
The Trustee will have received such other documents, assurances and Opinions of Counsel as the Trustee will have
reasonably required.


(5)              
Subject to the provisions of the last paragraph of Section 903,
all money and Government Obligations deposited with the Trustee (or other qualifying trustee, collectively for purposes of this
Section 302(5), the “Trustee”) in accordance with Section 302(4)(a) in respect of any Outstanding Subordinated Notes
will be held in trust and applied by the Trustee, in accordance with the provisions of such Subordinated Notes and this Indenture,
to the payment, either directly or through any Paying Agent (other than the Company or any Subsidiary or Affiliate of the Company
acting as Paying Agent) as the Trustee may determine, to the Holders of all sums due and to become due thereon in respect of principal
and interest but such money and Government Obligations need not be segregated from other funds, except to the extent required by
law.


The Company will pay and indemnify the Trustee
against any tax, fee or other charge, imposed on or assessed against the Government Obligations deposited in accordance with this
Section 302 or the principal or interest received in respect thereof other than any such tax, fee or other charge which by law
is for the account of the Holders of the Outstanding Subordinated Notes.


Section
303         Application of Trust Money.


Subject to the provisions of the last paragraph
of Section 903, all money and Government Obligations deposited with the Trustee in accordance with Section 301 or Section 302 will
be held in trust and applied by the Trustee, in accordance with the provisions of such Subordinated Notes subject to discharge
under Section 301 or Legal Defeasance or Covenant Defeasance under Section 302, and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company, acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal and interest for whose payment such money has or Government Obligations have been deposited
with or received by the Trustee; but such money and Government Obligations need not be segregated from other funds, except to the
extent required by law.






    	 	36	 



     


    

Section
304         Reinstatement.


If the Trustee (or other qualifying trustee
appointed in accordance with Section 302(4)(a)) or any Paying Agent is unable to apply any moneys or Government Obligations deposited
in accordance with Section 301(1) or Section 302(4)(a) to pay any principal of, or interest, if any, on, the Subordinated Notes
by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Company’s obligations under this Indenture and the Subordinated Notes will be revived
and reinstated as though no such deposit had occurred, until such time as the Trustee (or other qualifying trustee) or Paying Agent
is permitted to apply all such moneys and Government Obligations to pay the principal of, and interest, if any, on the Subordinated
Notes as contemplated by Section 301 or Section 302 as the case may be; provided, however, that if the Company makes any payment
of the principal of, or interest if any on, the Subordinated Notes following the reinstatement of its obligations as aforesaid,
the Company will be subrogated to the rights of the Holders of such Subordinated Notes to receive such payment from the funds held
by the Trustee (or other qualifying trustee) or Paying Agent.


Section
305         Effect on Subordination Provisions.


The provisions of Article XI are expressly
made subject to the provisions for, and to the right of the Company to effect, the satisfaction and discharge of all of the Subordinated
Notes as set forth in and in accordance with Section 301 and the provisions for, and to the right of the Company to effect, Legal
Defeasance and Covenant Defeasance of all of the Subordinated Notes as set forth in and in accordance with Section 302. As a result,
and anything herein to the contrary notwithstanding, if the Company complies with the provisions of Section 301 to effect the satisfaction
and discharge of the Subordinated Notes or complies with the provisions of Section 302 to effect the Legal Defeasance or Covenant
Defeasance, upon the effectiveness of such satisfaction and discharge in accordance with Section 301 or of Legal Defeasance or
Covenant Defeasance in accordance with Section 302, in the case of satisfaction and discharge in accordance with Section 301, or,
in the case of Legal Defeasance or Covenant Defeasance in accordance with Section 302, the Subordinated Notes as to which Legal
Defeasance or Covenant Defeasance, as the case may be, will have become effective will thereupon cease to be so subordinated in
right of payment to the Senior Indebtedness and will no longer be subject to the provisions of Article XI and, without limitation
to the foregoing, all moneys and Government Obligations deposited with the Trustee (or other qualifying trustee) in trust in connection
with such satisfaction and discharge. Legal Defeasance or Covenant Defeasance, as the case may be, and all proceeds therefrom may
be applied to pay the principal of, and interest, if any, on, such Subordinated Notes as and when the same will become due and
payable notwithstanding the provisions of Article XI without regard to whether any or all of the Senior Indebtedness then outstanding
will have been paid or otherwise provided for.


ARTICLE
IV

REMEDIES


Section
401         Events of Default; Acceleration.


An “Event of Default” means any
one of the following events (whatever the reason for such Event of Default and whether it will be voluntary or involuntary or be
effected by operation of law or in accordance with any judgment, decree, or order of any court or any order, rule, or regulation
of any administrative or governmental body):






    	 	37	 



     


    

(1)              
the entry of a decree or order for relief in respect of the
Company by a court having jurisdiction in the premises in an involuntary case or proceeding under any applicable bankruptcy, insolvency,
or reorganization law, now or hereafter in effect of the United States or any political subdivision thereof, and such decree or
order will have continued unstayed and in effect for a period of 60 consecutive days;


(2)              
the commencement by the Company of a voluntary case under any
applicable bankruptcy, insolvency or reorganization law, now or hereafter in effect of the United States or any political subdivision
thereof, or the consent by the Company to the entry of a decree or order for relief in an involuntary case or proceeding under
any such law;


(3)              
the failure of the Company to pay any installment of interest
on any of the Subordinated Notes as and when the same will become due and payable, and the continuation of such failure for a period
of 30 days;


(4)              
the failure of the Company to pay all or any part of the principal
of any of the Subordinated Notes as and when the same will become due and payable under this Indenture;


(5)              
the failure of the Company to perform any other covenant or
agreement on the part of the Company contained in the Subordinated Notes or in this Indenture, and the continuation of such failure
for a period of 60 days after the date on which notice specifying such failure, stating that such notice is a “Notice of
Default” hereunder and demanding that the Company remedy the same, will have been given, in the manner set forth in Section
105, to the Company by the Trustee, or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount
of the Subordinated Notes at the time Outstanding; or the default by the Company under any bond, debenture, note or other evidence
of indebtedness for money borrowed by the Company having an aggregate principal amount outstanding of at least $25,000,000, whether
such indebtedness now exists or is created or incurred in the future, which default (i) constitutes a failure to pay any portion
of the principal of such indebtedness when due and payable after the expiration of any applicable grace period or (ii) results
in such indebtedness becoming due or being declared due and payable prior to the date on which it otherwise would have become due
and payable without, in the case of clause (i), such indebtedness having been discharged or, in the case of clause (ii), without
such indebtedness having been discharged or such acceleration having been rescinded or annulled.


Upon becoming aware of any Event of Default,
the Company will promptly deliver to the Trustee a written statement specifying the Event of Default.


If an Event of Default described in Section
401(1) or Section 401(2) occurs, then the principal amount of all of the Outstanding Subordinated Notes, and accrued and unpaid
interest, if any, on all Outstanding Subordinated Notes will become and be immediately due and payable without any declaration
or other act on the part of the Trustee or any Holder, and the Company waives demand, presentment for payment, notice of nonpayment,
notice of protest, and all other notices. Notwithstanding the foregoing, because the Company will treat the Subordinated Notes
as Tier 2 Capital, upon the occurrence of an Event of Default other than an Event of Default described in Section 401(1) or Section
401(2), neither the Trustee nor any Holder may accelerate the Maturity of the Subordinated Notes and make the principal of, and
any accrued and unpaid interest on, the Subordinated Notes, immediately due and payable.






    	 	38	 



     


    

If any Event of Default occurs and is continuing,
the Trustee may also pursue any other available remedy to collect the payment of principal of, and interest on, the Subordinated
Notes or to enforce the performance of any provision of the Subordinated Notes or this Indenture.


Section
402         Failure to Make Payments.


If an Event of Default described in Section
401(3) or Section 401(4) occurs, the Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders
of such Subordinated Notes, the whole amount then due and payable with respect to such Subordinated Notes, with interest upon the
overdue principal, and, to the extent permitted by applicable law, upon any overdue installments of interest at the rate or respective
rates, as the case may be, provided for or with respect to such Subordinated Notes or, if no such rate or rates are so provided,
at the rate or respective rates, as the case may be, of interest borne by such Subordinated Notes, and, in addition thereto, such
further amount of money as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due to the Trustee under Section
507.


If the Company fails to pay the money it
is required to pay the Trustee, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding
for the collection of the sums so due and unpaid, may prosecute .such proceeding to judgment or final decree, and may enforce the
same against the Company or any other obligor upon such Subordinated Notes and collect the moneys adjudged or decreed to be payable
in the manner provided by law out of the property of the Company, wherever situated.


The Trustee may proceed to protect and enforce
its rights and the rights of the Holders of Subordinated Notes by such appropriate judicial proceedings as the Trustee will deem
most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other proper remedy.


During the continuance of a failure by the Company
to make any required payment of principal of or interest on the Subordinated Notes and during the occurrence of an Event of Default,
until such Event of Default is cured by the Company, the Company may not declare or pay any dividends or distributions on, or redeem,
purchase, acquire, or make a liquidation payment with respect to, any of the Company’s capital stock, make any payment of
principal or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank equal
with or junior to the Subordinated Notes, or make any payments under any guarantee that ranks equal with or junior to the Subordinated
Notes, other than: (i) any dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase
shares of, any class of Company’s Common Stock; (ii) any declaration of a dividend in connection with the implementation
of a shareholders’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase
of any such rights pursuant thereto; (iii) as a result of a reclassification of Company’s capital stock or the exchange or
conversion of one class or series of Company’s capital stock for another class or series of Company’s capital stock;
(iv) the purchase of fractional interests in shares of Company’s capital stock in accordance with the conversion or exchange
provisions of such capital stock or the security being converted or exchanged; or (v) purchases of any class of Company’s
Common Stock related to the issuance of Common Stock or rights under any benefit plans for Company’s directors, officers
or employees or any of Company’s dividend reinvestment plans.


 






    	 	39	 



     


    

Section
403         Trustee May File Proofs of Claim.


In case of any judicial proceeding relative
to the Company (or any other obligor upon the Subordinated Notes), its property or its creditors, the Trustee will be entitled
and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture
Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee will be authorized
to


(1)              
file and prove a claim for the whole amount, or such lesser
amount as may be provided for in the Subordinated Notes, of the principal and interest owing and unpaid in respect of such Subordinated
Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including
any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents or counsel) and of the
Holders of such Subordinated Notes allowed in such judicial proceeding, and 


(2)              
collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same;


and any custodian, receiver, assignee, trustee, liquidator, sequestrator,
or other similar official in any such judicial proceeding is authorized by each Holder to make such payments to the Trustee and,
in the event that the Trustee will consent to the making of such payments directly to the Holders and to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements, and advances of the Trustee, its agents and counsel, and
any other amounts due hereunder.


No provision of this Indenture will be deemed
to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment, or composition affecting the Subordinated Notes or the rights of any Holder or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding; provided, however, the Trustee may vote on behalf of the Holders for
the election of a trustee in bankruptcy or similar official and may be a member of a creditors, or other similar committee.


Section
404         Trustee May Enforce Claims Without Possession
of Subordinated Notes.


All rights of action and claims under this
Indenture or the Subordinated Notes may be prosecuted and enforced by the Trustee without the possession of any of the Subordinated
Notes or the production of such Subordinated Notes in any related proceeding, and any such proceeding instituted by the Trustee
will be brought in its own name as trustee of an express trust, and any recovery of judgment will, after provision for the payment
of the reasonable compensation, expenses, disbursements, and advances of the Trustee, its agents, and counsel, be for the ratable
benefit of the Holders in respect of which such judgment has been recovered.






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Section
405         Application of Money Collected.


Any money collected by the Trustee in accordance
with this Article IV or, after an Event of Default, any money or other property distributable in respect of the Company’s
obligations under this Indenture will be applied in the following order, at the date or dates fixed by the Trustee and, in case
of the distribution of such money on account of principal or any interest, upon presentation of the Subordinated Notes and the
notation on such Subordinated Notes of the payment if only partially paid and upon surrender of such Subordinated Notes if fully
paid:


FIRST: To the payment of all amounts due
the Trustee, acting in any capacity hereunder, (including any predecessor trustee) under Section 507;


SECOND: To the payment of amounts then due
and unpaid to the holders of Senior Indebtedness, to the extent required under the Subordination Provisions established with respect
to the Subordinated Notes;


THIRD: To the payment of the amounts then
due and unpaid for principal of and any interest on the Subordinated Notes in respect of which or for the benefit of which such
money has been collected, ratably, without preference or priority of any kind, according to the aggregate amounts due and payable
on such Subordinated Notes for principal and interest, respectively; and


FOURTH: The balance, if any, to the Person
or Persons entitled thereto.


Section
406         Limitation on Suits.


No Holder of any Subordinated Note will have
any right to institute any proceeding, judicial or otherwise, with respect to this Indenture or any Subordinated Notes, or for
the appointment of a receiver or trustee, or for any other remedy under this Indenture, unless:


(1)              
such Holder has previously given written notice to the Trustee
of a continuing Event of Default with respect to the Subordinated Notes;


(2)              
the Holders of not less than 25% in aggregate principal amount
of the Outstanding Subordinated Notes will have made written request to the Trustee to institute proceedings in respect of such
Event of Default in its own name as Trustee under the Indenture;


(3)              
such Holder or Holders have offered to the Trustee security
and indemnity satisfactory to the Trustee against the costs, expenses, and liabilities to be incurred in compliance with such request;


(4)              
the Trustee for 60 days after its receipt of such notice, request,
and offer of indemnity has failed to institute any such proceeding; and


(5)              
no direction inconsistent with such written request has been
given to the Trustee during such 60-day period by the Holders of a majority of the aggregate principal amount of the Outstanding
Subordinated Notes;






    	 	41	 



     


    

it being understood and intended that no one or more of such
Holders will have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect,
disturb, or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in the manner provided in this Indenture and for the
equal and ratable benefit of all of such Holders.


Section
407         Unconditional Right of Holders to Payments.


Notwithstanding any other provision in this
Indenture, the Holder of any Subordinated Note will have the right, which is absolute and unconditional, to receive payment of
the principal of and (subject to Section 207 and Section 210) any interest on such Subordinated Note on the respective Stated Maturity
or Maturities expressed in such Subordinated Note (or, in the case of redemption, on the Redemption Date), and to institute suit
for the enforcement of any such payment and such rights will not be impaired without the consent of such Holder.


Section
408         Restoration of Rights and Remedies.


If the Trustee or any Holder has instituted
any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination
in such proceeding, the Company, the Trustee and the Holders will be restored severally and respectively to their former positions
under this Indenture, and thereafter all rights and remedies of the Trustee and the Holders will continue as though no such proceeding
had been instituted.


Section
409         Rights and Remedies Cumulative.


Except as otherwise provided with respect
to the replacement or payment of mutilated, destroyed, lost, or stolen Subordinated Notes in the last paragraph of Section 209,
no right or remedy conferred in this Indenture upon or reserved to the Trustee or to the Holders is intended to be exclusive of
any other right or remedy, and every right and remedy will, to the extent permitted by law, be cumulative and in addition to every
other right and remedy given under this Indenture or now or in the future existing at law or in equity or otherwise. The assertion
or employment of any right or remedy under this Indenture, or otherwise, will not prevent the concurrent assertion or employment
of any other appropriate right or remedy.


Section
410         Delay or Omission Not Waiver.


No delay or omission of the Trustee or of
any Holder of any Subordinated Notes to exercise any right or remedy accruing upon any Event of Default will impair any such right
or remedy or constitute a waiver of or acquiescence in any such Event of Default. Every right and remedy given by this Article
or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders, as the case may be.


Section
411         Control by Holders.


The Holders of a majority in aggregate principal
amount of the Outstanding Subordinated Notes will have the right to direct the time, method, and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Subordinated
Notes, provided that






    	 	42	 



     


    

(1)              
such direction will not violate any rule of law or this Indenture
or the Subordinated Notes.


(2)              
the Trustee may take any other action deemed proper by the Trustee
which is not inconsistent with such direction, and


(3)              
the Trustee will have the right to decline to follow any such
direction if the Trustee in good faith will determine that the proceeding so directed would involve the Trustee in personal liability.


Section
412         Waiver of Past Defaults.


The Holders of not less than a majority in
aggregate principal amount of the Outstanding Subordinated Notes may on behalf of the Holders of all the Subordinated Notes waive
any past default under this Indenture and its consequences, except a default in the payment of the principal of, or interest on,
any Subordinated Note, or in respect of a covenant or provision of this Indenture which under Article VIII cannot be modified or
amended without the consent of the Holder of each Outstanding Subordinated Note.


Upon any such waiver, such default will cease
to exist, and any Event of Default arising from such default will be deemed to have been cured, for every purpose of this Indenture;
but no such waiver will extend to any subsequent or other default or impair any consequent right.


Section
413         Undertaking for Costs.


All parties to this Indenture agree, and
each Holder of any Subordinated Notes by his acceptance of such Subordinated Notes will be deemed to have agreed, that any court
may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken, suffered, or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking
to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorney’s
fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses
made by such party litigant; but the provisions of this Section 413 will not apply to any suit instituted by the Company, to any
suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10%
in principal amount of the Outstanding Subordinated Notes, or to any suit instituted by any Holder for the enforcement of the payment
of the principal of or interest, if any, on any Subordinated Notes on or after the Stated Maturity or Maturities expressed in such
Subordinated Notes (or, in the case of redemption, on or after the Redemption Date).


ARTICLE
V

THE TRUSTEE


Section
501         Duties of Trustee.






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(1)              
If an Event of Default has occurred and is continuing, the Trustee
will exercise such of the rights and powers vested in it hereby, and use the same degree of care and skill in its exercise, as
a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.


(2)              
Except during the continuance of an Event of Default:


(a)              
the duties of the Trustee will be determined solely by the express provisions hereof and the Trustee need perform
only those duties that are specifically set forth herein and no others, and no implied covenants or obligations will be read into
this Indenture against the Trustee;


(b)              
the Trustee shall not be liable for any acts or omissions, except for such losses, damages or expenses which have
been finally adjudicated by a court of competent jurisdiction to have directly resulted from the Trustee's gross negligence or
willful misconduct; and


(c)              
in the absence of gross negligence or willful misconduct on its part, the Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee
and conforming to the requirements hereof; however, the Trustee will examine the certificates and opinions to determine whether
or not they conform on their face to the requirements hereof (but need not confirm or investigate the accuracy of mathematical
calculations or other facts stated therein).


(3)              
Whether or not therein expressly so provided, every provision
hereof that in any way relates to the Trustee is subject to paragraphs (1) and (2) of this Section 501 and to Section 502.


(4)              
No provision hereof will require the Trustee to expend or risk
its own funds or incur any liability. The Trustee will be under no obligation to exercise any of its rights and powers under this
Indenture at the request of any Holders, unless such Holder has offered to the Trustee security and indemnity satisfactory to it
against any loss, liability or expense.


(5)              
The Trustee will not be liable for interest on any money received by it except as the Trustee may agree in writing
with the Company. Money held in trust by the Trustee shall be held un-invested and need not be segregated from other funds except
to the extent required by law.


 


Section
502         Certain Rights of Trustee.


Subject to Section 315(a) through Section
315(d) of the Trust Indenture Act:


(1)              
the Trustee may conclusively rely and will be protected in acting
or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and
to have been signed or presented by the proper party or parties;






    	 	44	 



     


    

(2)              
any request or direction of the Company mentioned herein will
be sufficiently evidenced by a Company Request or a Company Order (unless other evidence in respect thereof be herein specifically
prescribed) and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;


(3)              
whenever in the administration of this Indenture the Trustee
will deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the
Trustee (unless other evidence will be herein specifically prescribed) may require and rely upon an Officers’ Certificate
or Opinion of Counsel, or both, which will comply with Section 102, and will not be liable for any action it takes or omits to
take in reliance on such Officers’ Certificate or Opinion of Counsel; 


(4)              
before the Trustee acts or refrains from acting, it shall be entitled to request and receive written instructions
from the Company and shall have no responsibility or liability for any losses or damages of any nature that may arise from any
action taken or not taken by the Trustee in accordance with the written direction of the Company;


 


(5)              
the Trustee may consult with counsel and the advice of such
counsel or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action
taken, suffered or omitted by it hereunder in reliance thereon;


(6)              
the Trustee will be under no obligation to exercise any of the
rights or powers vested in it by or under this Indenture at the request or direction of any Holder(s) under this Indenture, unless
such Holder(s) will have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and
liabilities that might be incurred by it in compliance with such request or direction;


(7)              
the Trustee will not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion,
may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee will determine
to make such further inquiry or investigation, it will be entitled to examine, during business hours and upon reasonable notice,
the books, records and premises of the Company, personally or by agent or attorney, at the sole cost of the Company and will incur
no liability or additional liability of any kind by reason of such inquiry or investigation;


(8)              
the Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee will not be responsible for
any acts or omissions on the part of any agent or attorney appointed with due care by it hereunder;


(9)              
the Trustee will not be liable for any action taken, suffered
or omitted to be taken by it or any of its officers, employees or agents in good faith;


(10)          
the Trustee will not be required to take notice or be deemed
to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee shall have actual knowledge thereof,
and in the absence of such knowledge the Trustee may conclusively assume no Default or Event of Default exists;






    	 	45	 



     


    

(11)          
the rights, privileges, protections, immunities and benefits
given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and will be enforceable by,
the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed or appointed to act hereunder;



(12)          
the Trustee may request that the Company deliver a certificate
setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions under this Indenture;


(13)       the
Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder;


(14)       none
of the permissive rights of the Trustee enumerated in this Indenture shall be construed as a duty and, with respect to such permissive
rights, the Trustee shall not be liable or responsible for other than its gross negligence or willful misconduct;


(15)        the
Trustee shall not be liable or responsible for any calculation in connection with the transactions contemplated hereunder nor for
any information used in connection with such calculation, or for any act or omission of the Calculation Agent (if other than the
Trustee) or any designee appointed by the Company to make any such calculation;


(16)       in
no event shall the Trustee be responsible or liable for special, indirect, punitive, incidental or consequential loss or damage
of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of
the likelihood of such loss or damage and regardless of the form of action; and


(17)        the
Trustee shall not be bound to make any investigation into (i) the performance of or compliance with any of the covenants or agreements
set forth herein, (ii) the occurrence of any default, or the validity, enforceability, effectiveness or genuineness of this Indenture
or any other agreement, instrument or document.


Section
503         Notice of Defaults.


Within 90 days after a Responsible Officer
of the Trustee is notified of the occurrence of any default hereunder with respect to the Subordinated Notes, the Trustee will
deliver to all Holders entitled to receive reports in accordance with Section 603(3), notice of such default hereunder known to
the Trustee, unless such default will have been cured or waived; provided, however, that, except in the case of a default in the
payment of the principal of or interest, if any, on, any Subordinated Note, the Trustee will be protected in withholding such notice
if and so long as the Trustee in good faith determines that the withholding of such notice is in the best interest of the Holders.
For the purpose of this Section, the term “default” means any event that is, or after notice or lapse of time or both
would become, an Event of Default with respect to Subordinated Notes.


Section
504         Not Responsible for Recitals or Issuance
of Subordinated Notes.






    	 	46	 



     


    

The recitals contained herein and in the
Subordinated Notes, except the Trustee’s certificate of authentication, will be taken as the statements of the Company and
neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations
as to the validity or sufficiency of this Indenture or of the Subordinated Notes, except that the Trustee represents that it is
duly authorized to execute and deliver this Indenture, authenticate the Subordinated Notes and perform its obligations hereunder
and that the statements made by it in any Statement of Eligibility on Form T-1 supplied to the Company are true and accurate, subject
to the qualifications set forth therein. Neither the Trustee nor any Authenticating Agent will be accountable for the use or application
by the Company of the Subordinated Notes or the proceeds thereof. The Trustee will not be responsible for and makes no representation
as to the validity or adequacy of this Indenture or the Subordinated Notes, it will not be accountable for the Company’s
use of the proceeds from the Subordinated Notes or any money paid to the Company or upon the Company’s direction under any
provision hereof, it will not be responsible for the use or application of any money received by any Paying Agent other than the
Trustee, and it will not be responsible for any statement or recital herein or any statement in the Subordinated Notes or any other
document in connection with the sale of the Subordinated Notes or under this Indenture other than its certificate of authentication.


Section
505         May Hold Subordinated Notes.


The Trustee, any Authenticating Agent, any
Paying Agent, any Registrar or any other Person that may be an agent of the Trustee or the Company, in its individual or any other
capacity, may become the owner or pledgee of Subordinated Notes and, subject to Section 310(b) and Section 311 of the Trust Indenture
Act, may otherwise deal with the Company with the same rights that it would have if it were not Trustee, Authenticating Agent,
Paying Agent, Registrar or such other Person.


The Trustee is subject to Section 311(a)
of the Trust Indenture Act, excluding any creditor relationship listed in Section 311(b) of the Trust Indenture Act. A Trustee
who has resigned or been removed shall be subject to Section 311(a) of Trust Indenture Act to the extent indicated.


Section
506         Money Held in Trust.


Except as provided in Section 302(5), Section
303 and Section 903, money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent
required by law and will be held uninvested. The Trustee will be under no liability for interest on any money received by it hereunder
except as otherwise agreed in writing with the Company.


Section
507         Compensation and Reimbursement.


The Company agrees:


(1)              
to pay to the Trustee from time to time compensation for all
services rendered by the Trustee acting in any capacity hereunder (which compensation will not be limited by any provision of law
in regard to the compensation of a trustee of an express trust);


(2)              
except as otherwise expressly provided herein, to reimburse
the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance
with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and
counsel), except any such expense, disbursement or advance as may be attributable to the Trustee’s gross negligence or willful
misconduct; and






    	 	47	 



     


    

(3)              
to indemnify each of the Trustee acting in any capacity or any
predecessor Trustee and their agents for, and to hold them harmless against, any loss, suit, action, liability or expense (including,
without limitation, the reasonable fees and disbursements of the Trustee’s agents, legal counsel, accountants and experts)
and including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), arising out of or in
connection with the acceptance or administration of its duties hereunder, including the costs and expenses of enforcing this Indenture
against the Company (including this Section 507) and defending itself against any claim (whether asserted by the Company, or any
Holder or any other Person) or liability in connection with the exercise or performance of any of their powers or duties hereunder,
or in connection with enforcing the provisions of this Section, except to the extent that any such loss, liability or expense was
due to the Trustee’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final,
non-appealable order.


The obligations of the Company under this
Section 507 will survive the satisfaction and discharge of this Indenture.


As security for the performance of the obligations
of the Company under this Indenture, the Trustee will have a lien prior to the Subordinated Notes upon all property and funds held
or collected by the Trustee as such, except funds held in trust for the payment of principal of, or interest on, Subordinated Notes.
Such lien will survive the satisfaction and discharge hereof and the resignation or removal of the Trustee.


Any compensation or expense incurred by the
Trustee after a default specified by Section 401 is intended to constitute an expense of administration under any then applicable
bankruptcy or insolvency law. “Trustee” for purposes of this Section 507 will include any predecessor Trustee, but
the negligence or bad faith of any Trustee will not affect the rights of any other Trustee under this Section 507. The provisions
of this Section 507 will, to the extent permitted by law, survive any termination of this Indenture (including, without limitation,
termination in accordance with any Bankruptcy Laws) and the resignation or removal of the Trustee.


Section
508         Corporate Trustee Required; Eligibility.


(1)              
There will at all times be a Trustee hereunder that is a corporation,
organized and doing business under the laws of the United States, any state thereof or the District of Columbia, eligible under
Section 310(a)(1) of the Trust Indenture Act to act as trustee under an indenture qualified under the Trust Indenture Act and that
has a combined capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000
and is subject to supervision or examination by federal or state authority. The Trustee will also satisfy the requirements of Section
310(a)(5) of the Trust Indenture Act. If at any time the Trustee will cease to be eligible in accordance with the provisions of
this Section, it will resign immediately in the manner and with the effect hereinafter specified in this Article.


(2)              
The Trustee will comply with Section 310(b) of the Trust Indenture
Act; provided, however, that there will be excluded from the operation of Section 310(b)(1) of the Trust Indenture Act this Indenture
or any indenture or indentures under which other securities or certificates of interest or participation in other securities of
the Company are outstanding if the requirements for such exclusion set forth in Section 310(b)(1) of the Trust Indenture Act are
met.






    	 	48	 



     


    

Section
509         Resignation and Removal; Appointment
of Successor.


(1)              
No resignation or removal of the Trustee and no appointment
of a successor Trustee in accordance with this Article V will become effective until the acceptance of appointment by the successor
Trustee in accordance with Section 510.


(2)              
The Trustee may resign at any time with respect to the Subordinated
Notes by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section
510 will not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee
may, at the Company’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee.


(3)              
The Trustee may be removed at any time with respect to the Subordinated
Notes by Act of the Holders of a majority in principal amount of the Outstanding Subordinated Notes, delivered to the Trustee and
the Company.


If at any time:


(a)              
the Trustee will fail to comply with the obligations imposed upon it under Section 310(b) of the Trust Indenture
Act with respect to Subordinated Notes after written request therefor by the Company or any Holder who has been a bona fide Holder
for at least six months,


(b)              
the Trustee will cease to be eligible under Section 508 and will fail to resign after written request therefor by
the Company or any such Holder, or


(c)              
the Trustee will become incapable of acting or will be adjudged a bankrupt or insolvent or a receiver of the Trustee
or of its property will be appointed or any public officer will take charge or control of the Trustee or of its property or affairs
for the purpose of rehabilitation, conservation or liquidation,


then, in any such case, (i) the Company, by or in accordance
with a Board Resolution, may remove the Trustee with respect to the Subordinated Notes, or (ii) subject to Section 315(e) of the
Trust Indenture Act, any Holder who has been a bona fide Holder for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Subordinated
Notes and the appointment of a successor Trustee or Trustees.


(4)              
If the Trustee will resign, be removed or become incapable of
acting, or if a vacancy will occur in the office of Trustee for any cause, with respect to the Subordinated Notes, the Company,
by or in accordance with a Board Resolution, will promptly appoint a successor Trustee or Trustees with respect to the Subordinated
Notes and will comply with the applicable requirements of Section 510. If, within one year after such resignation, removal or incapability,
or the occurrence of such vacancy, a successor Trustee with respect to the Subordinated Notes shall have been appointed by Act
of the Holders of a majority in principal amount of the Outstanding Subordinated Notes delivered to the Company and the retiring
Trustee, the successor Trustee so appointed will, forthwith upon its acceptance of such appointment in accordance with the applicable
requirements of Section 510, become the successor Trustee with respect to the Subordinated Notes and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect to the Subordinated Notes will have been so appointed
by the Company or the Holders and accepted appointment in the manner required by Section 510, any Holder who has been a bona fide
Holder for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction
for the appointment of a successor Trustee with respect to the Subordinated Notes.






    	 	49	 



     


    

(5)              
The Company will give notice of each resignation and each removal
of the Trustee with respect to the Subordinated Notes and each appointment of a successor Trustee with respect to the Subordinated
Notes by delivering written notice of such event by first-class mail, postage prepaid, to the Holders as their names and addresses
appear in the Subordinated Note Register. Each notice will include the name of the successor Trustee with respect to the Subordinated
Notes and the address of its Corporate Trust Office.


Section
510         Acceptance of Appointment by Successor.


(1)              
Upon the appointment hereunder of any successor Trustee with
respect to all Subordinated Notes, such successor Trustee so appointed will execute, acknowledge and deliver to the Company and
the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee
will become effective and such successor Trustee, without any further act, deed or conveyance, will become vested with all the
rights, powers, trusts and duties hereunder of the retiring Trustee; but, on the request of the Company or such successor Trustee,
such retiring Trustee, upon payment of its charges, will execute and deliver an instrument transferring to such successor Trustee
all the rights, powers and trusts of the retiring Trustee and, subject to Section 903, will duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its claim, if any,
provided for in Section 507.


(2)              
Upon the appointment hereunder of any successor Trustee with
respect to the Subordinated Notes, the Company, the retiring Trustee and such successor Trustee will execute and deliver an indenture
supplemental hereto wherein each successor Trustee will accept such appointment and which (i) will contain such provisions as will
be necessary or desirable to transfer and confirm to, and to vest in. such successor Trustee all the rights, powers, trusts and
duties of the retiring Trustee with respect to the Subordinated Notes, (ii) if the retiring Trustee is not retiring with respect
to all Subordinated Notes, will contain such provisions as will be deemed necessary or desirable to confirm that all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Subordinated Notes will continue to be vested in the retiring
Trustee, and (iii) will add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental
indenture will constitute such Trustees co-trustees of the same trust, that each such Trustee will be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee and that no Trustee will
be responsible for any notice given to, or received by, or any act or failure to act on the part of any other Trustee hereunder,
and, upon the execution and delivery of such supplemental indenture, the resignation or removal of the retiring Trustee will become
effective to the extent provided therein, such retiring Trustee will have no further responsibility for the exercise of rights
and powers or for the performance of the duties and obligations vested in the Trustee under this Indenture with respect to the
Subordinated Notes other than as hereinafter expressly set forth, and such successor Trustee, without any further act, deed or
conveyance, will become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Subordinated
Notes; but, on request of the Company or such successor Trustee, such retiring Trustee, upon payment of its charges with respect
to the Subordinated Notes and subject to Section 903 will duly assign, transfer and deliver to such successor Trustee, to the extent
contemplated by such supplemental indenture, the property and money held by such retiring Trustee hereunder with respect to the
Subordinated Notes, subject to its claim, if any, provided for in Section 507.






    	 	50	 



     


    

(3)              
Upon request of any Person appointed hereunder as a successor
Trustee, the Company will execute any and all instruments for more fully and certainly vesting in and confirming to such successor
Trustee all such rights, powers and trusts referred to in paragraph (1) or (2) of this Section, as the case may be.


(4)              
No Person will accept its appointment hereunder as a successor
Trustee unless at the time of such acceptance such successor Person will be qualified and eligible under this Article. No resigning
or removed Trustee shall have any liability or responsibility for the action or inaction of any successor Trustee.


Section
511         Merger, Conversion, Consolidation or
Succession to Business.


Any corporation into which the Trustee may
be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation
to which the Trustee will be a party, or any corporation succeeding to all or substantially all of the corporate trust business
of the Trustee, will be the successor of the Trustee hereunder (provided that such corporation will otherwise be qualified and
eligible under this Article), without the execution or filing of any paper or any further act on the part of any of the parties
hereto. In case any Subordinated Notes will have been authenticated but not delivered by the Trustee then in office, any such successor
to such authenticating Trustee may adopt such authentication and deliver the Subordinated Notes so authenticated with the same
effect as if such successor Trustee had itself authenticated such Subordinated Notes. In case any Subordinated Notes will not have
been authenticated by such predecessor Trustee, any such successor Trustee may authenticate and deliver such Subordinated Notes
in either its own name or that of its predecessor Trustee.


Section
512         Appointment of Authenticating Agent.


The Trustee may appoint one or more Authenticating
Agents acceptable to the Company with respect to the Subordinated Notes which will be authorized to act on behalf of the Trustee
to authenticate Subordinated Notes issued upon original issue, exchange, registration of transfer, partial redemption, partial
repayment, or in accordance with Section 209, and Subordinated Notes so authenticated will be entitled to the benefits of this
Indenture and will be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Subordinated Notes by the Trustee or the Trustee’s certificate
of authentication, such reference will be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating
Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent.






    	 	51	 



     


    

Each Authenticating Agent will be reasonably
acceptable to the Company and, except as provided in or under this Indenture, will at all times be a corporation that would be
permitted by the Trust Indenture Act to act as trustee under an indenture qualified under the Trust Indenture Act, is authorized
under applicable law and by its charter to act as an Authenticating Agent and has a combined capital and surplus (computed in accordance
with Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000 and is subject to supervision or examination by federal
or state authority. If at any time an Authenticating Agent will cease to be eligible in accordance with the provisions of this
Section, it will resign immediately in the manner and with the effect specified in this Section.


Any corporation into which an Authenticating
Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which such Authenticating Agent will be a party, or any corporation succeeding to all or substantially all
of the corporate agency or corporate trust business of an Authenticating Agent, will be the successor of such Authenticating Agent
hereunder, provided such corporation will be otherwise eligible under this Section, without the execution or filing of any paper
or any further act on the part of the Trustee or the Authenticating Agent.


An Authenticating Agent may resign at any
time by giving written notice thereof to the Trustee and the Company. The Trustee may at any time terminate the agency of an Authenticating
Agent by giving written notice thereof to such Authenticating Agent and the Company. Upon receiving such a notice of resignation
or upon such a termination, or in case at any time such Authenticating Agent will cease to be eligible in accordance with the provisions
of this Section, the Trustee may appoint a successor Authenticating Agent that will be acceptable to the Company and will deliver
written notice of such appointment by first-class mail, postage prepaid, to all Holders with respect to which such Authenticating
Agent will serve, as their names and addresses appear in the Subordinated Note Register. Any successor Authenticating Agent, upon
acceptance of its appointment hereunder, will become vested with all the rights, powers and duties of its predecessor hereunder,
with like effect as if originally named as an Authenticating Agent No successor Authenticating Agent will be appointed unless eligible
under the provisions of this Section 512.


The Company agrees to pay each Authenticating
Agent from time to time reasonable compensation for its services under this Section. If the Trustee makes such payments, it will
be entitled to be reimbursed for such payments, subject to the provisions of Section 507.


The provisions of Section 211, Section 504
and Section 505 will be applicable to each Authenticating Agent.


If an Authenticating Agent is appointed under
this Section, the Subordinated Notes may have endorsed thereon, in addition to or in lieu of the Trustee’s certificate of
authentication, an alternate certificate of authentication in substantially the following form:


This is one of the Subordinated Notes designated
herein referred to in the within-mentioned Indenture.


 






    	 	52	 



     


    




	 	 	 	 
	 	As Trustee	 
	 	 	 	
	 	 	 	 
	 	By:	 	 
	 	 	As Authenticating Agent	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 



 





 


Section
513         Preferred Collection of Claims against
Company.


If and when the Trustee will be or become
a creditor of the Company (or any other obligor upon the Subordinated Notes), the Trustee will be subject to the provisions of
the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor).


ARTICLE
VI

HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY


Section
601         Holder Lists.


The Trustee will preserve in as current a
form as is reasonably practicable the most recent list available to it of the names and addresses of the Holders. If the Trustee
is not the Registrar, the Company will cause to be furnished to the Trustee at least semiannually on January 1 and July 1 a listing
of the Holders dated within 10 days of the date on which the list is furnished and at such other times as the Trustee may request
in writing a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders.


Section
602         Preservation of Information; Communications
to Holders.


The Trustee will comply with the obligations
imposed upon it in accordance with Section 312 of the Trust Indenture Act.


Every Holder of Subordinated Notes, by receiving
and holding the same, agrees with the Company and the Trustee that neither the Company, the Trustee, any Paying Agent or any Registrar
will be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Subordinated
Notes in accordance with Section 312(c) of the Trust Indenture Act, regardless of the source from which such information was derived,
and that the Trustee will not be held accountable by reason of delivering any material in accordance with a request made under
Section 312(b) of the Trust Indenture Act.


Section
603         Reports by Trustee.


(1)              
Within 60 days after July 15 of each year commencing with the
first July 15 following the date of this Indenture, if required by Section 313(a) of the Trust Indenture Act, the Trustee will
transmit, in accordance with Section 313(c) of the Trust Indenture Act, a brief report dated as of such July 15 with respect to
any of the events specified in said Section 313(a) and Section 313(b)(2) that may have occurred since the later of the immediately
preceding July 15 and the date of this Indenture.






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(2)              
The Trustee will transmit the reports required by Section 313(a)
of the Trust Indenture Act at the times specified therein.


(3)              
The Trustee shall comply with Sections 313(b) and 313(c) of
the Trust Indenture Act.


(4)              
Reports under this Section will be transmitted in the manner
and to the Persons required by Section 313(c) and Section 313(d) of the Trust Indenture Act.


Section
604         Reports by Company.


(1)       The
Company, in accordance with Section 314(a) of the Trust Indenture

Act, will:


(a)              
file with the Trustee, within 15 days after the Company files the same with the Commission, copies of the annual
reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission
may from time to time by rules and regulations prescribe) that the Company may be required to file with the Commission in accordance
with Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to file information, documents or reports
in accordance with either of said Sections, then it will file with the Trustee and the Commission, in accordance with rules and
regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports
that may be required in accordance with Section 13 of the Exchange Act in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and regulations;


(b)              
file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by
the Commission, such additional certificates, information, documents and reports with respect to compliance by the Company, with
the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and


(c)              
transmit to the Holders within 30 days after the filing thereof with the Trustee, in the manner and to the extent
provided in Section 313(c) of the Trust Indenture Act, such summaries of any information, documents and reports required to be
filed by the Company in accordance with paragraphs (1) and (2) of this Section as may be required by rules and regulations prescribed
from time to time by the Commission. Delivery of such reports, information and documents to the Trustee is for informational purposes
only and the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable
from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers’ Certificates).






    	 	54	 



     


    

(2)       The
Company intends to file the reports referred to in Section 604(1) with the Commission in electronic form in accordance with Regulation
S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval system. Compliance with the
foregoing, or any successor electronic system approved by the Commission, will constitute delivery by the Company of such reports
to the Trustee and Holders in compliance with the provision of Section 604(1) and Trust Indenture Act Section 314(a). Notwithstanding
anything to the contrary herein, the Trustee will have no duty to search for or obtain any electronic or other filings that the
Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of the
reports, information and documents to the Trustee in accordance with this Section 604(2) will be solely for the purposes of compliance
with this Section 604(2) and with Trust Indenture Act Section 314(a). The Trustee’s receipt of such reports, information
and documents is for informational purposes only and the Trustee’s receipt of such will not constitute constructive notice
of any information contained therein or determinable from information contained therein, including the Company’s compliance
with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).
The Trustee shall have no liability or responsibility for the filing, content or timeliness of any report hereunder aside from
any report reported under Section 603 hereof.


ARTICLE
VII

SUCCESSORS


Section
701         Merger, Consolidation or Sale of All
or Substantially All Assets.


The Company will not, in any transaction
or series of related transactions, consolidate with or merge into any Person or sell, assign, transfer, lease or otherwise convey
all or substantially all its properties and assets to any Person, unless:


(1)              
either the Company will be the continuing Person (in the case
of a merger), or the successor Person (if other than the Company) formed by such consolidation or into which the Company is merged
or which acquires by sale, assignment, transfer, lease or other conveyance all or substantially all the properties and assets of
the Company will be a corporation organized and existing under the laws of the United States, any state thereof or the District
of Columbia and will expressly assume, by an indenture (or indentures, if at such time there is more than one Trustee) supplemental
hereto, executed by such successor corporation and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual
payment of the principal of, and interest on, all the Outstanding Subordinated Notes and the due and punctual performance and observance
of every obligation in this Indenture and the Outstanding Subordinated Notes on the part of the Company to be performed or observed;


(2)              
immediately after giving effect to such transaction and treating
any indebtedness that becomes an obligation of the Company or any Subsidiary as a result of that transaction as having been incurred
by the Company or any Subsidiary at the time of the transaction, no Event of Default, and no event which, after notice or lapse
of time, or both, would become an Event of Default, will have occurred and be continuing; and


(3)              
either the Company or the successor Person will have delivered
to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment,
transfer, lease or other conveyance and, if a supplemental indenture is required in connection with such transaction, such supplemental
indenture comply with this Article VII and that all conditions precedent herein provided for relating to such transaction have
been complied with.






    	 	55	 



     


    

For purposes of the foregoing, any sale,
assignment, transfer. lease or other conveyance of all or any of the properties and assets of one or more Subsidiaries of the Company
(other than to the Company or another Subsidiary), which, if such properties and assets were directly owned by the Company, would
constitute all or substantially all of the Company’s properties and assets, will be deemed to be the transfer of all or substantially
all of the properties and assets of the Company.


Section
702         Successor Person Substituted for Company.


Upon any consolidation by the Company with
or merger of the Company into any other Person or any sale, assignment, transfer, lease or conveyance of all or substantially all
of the properties and assets of the Company to any Person in accordance with Section 701, the successor Person formed by such consolidation
or into which the Company is merged or to which such sale, assignment, transfer, lease or other conveyance is made will succeed
to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as
if such successor Person had been named as the Company herein; and thereafter, except in the case of a lease, the predecessor Person
will be released from all obligations and covenants under this Indenture and the Subordinated Notes.


ARTICLE
VIII

SUPPLEMENTAL INDENTURES


Section
801         Supplemental Indentures without Consent
of Holders.


Without the consent of any Holders of Subordinated
Notes, the Company (when authorized by or in accordance with a Board Resolution) and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following
purposes:


(1)              
to evidence the succession of another Person to the Company,
and the assumption by any such successor of the covenants of the Company contained herein and in the Subordinated Notes;


(2)              
to add to the covenants of the Company for the benefit of the
Holders (as will be specified in such supplemental indenture or indentures) or to surrender any right or power herein conferred
upon the Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental
indenture or indentures);


(3)              
to permit or facilitate the issuance of Subordinated Notes in
uncertificated or global form, provided any such action will not adversely affect the interests of the Holders;


(4)              
to evidence and provide for the acceptance of appointment hereunder
by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as
will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance
with the requirements of Section 510;






    	 	56	 



     


    

(5)              
to cure any ambiguity or to correct or supplement any provision
herein that may be defective or that may be inconsistent with any other provision herein;


(6)              
to make any other provisions with respect to matters or questions
arising under this Indenture that will not adversely affect the interests of the Holders of then Outstanding Subordinated Notes;


(7)              
to add any additional Events of Default (as will be specified
in such supplemental indenture);


(8)              
to supplement any of the provisions of this Indenture to such
extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge
of the Subordinated Notes in accordance with Article III, provided that any such action will not adversely affect the interests
of any Holder;


(9)              
to provide for the issuance of Exchange Notes;


(10)          
to conform any provision in this Indenture to the requirements
of the Trust Indenture Act; or


(11)          
to make any change that does not adversely affect the legal
rights under this Indenture of any Holder.


Section
802         Supplemental Indentures with Consent
of Holders.


With the consent of the Holders of not less
than a majority in principal amount of the Outstanding Subordinated Notes, by Act of said Holders delivered to the Company and
the Trustee, the Company (when authorized by or in accordance with a Board Resolution), and the Trustee may enter into an indenture
or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of the Subordinated Notes or of modifying in any manner the rights of the Holders under this Indenture;
provided, that no such supplemental indenture, without the consent of the Holder of each Outstanding Subordinated Note affected
thereby, will


(1)              
reduce the rate of or change the time for payment of interest,
including Defaulted Interest, on any Subordinated Notes;


(2)              
reduce the principal of or change the Stated Maturity of any
Subordinated Notes, or change the date on which any Subordinated Notes may be subject to redemption or reduce the Redemption Price
therefore;


(3)              
make any Subordinated Note payable in money other than Dollars;






    	 	57	 



     


    

(4)              
make any change in provisions of this Indenture protecting the
right of each Holder to receive payment of principal of and interest on such Subordinated Note on or after the due date thereof
or to bring suit to enforce such payment,


(5)              
reduce the percentage in principal amount of the Outstanding
Subordinated Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders
is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences)
provided for in Section 412 or Section 906 of this Indenture, or


(6)              
modify any of the provisions of this Section 802, Section 412
or Section 906, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be
modified or waived without the consent of the Holder of each Outstanding Subordinated Note affected thereby.


It will not be necessary for any Act of Holders
under this Section 802 to approve the particular form of any proposed supplemental indenture, but it will be sufficient if such
Act will approve the substance thereof.


Section
803         Execution of Supplemental Indentures.


As a condition to executing, or accepting
the additional trusts created by, any supplemental indenture permitted by this Article VIII or the modifications thereby of the
trust created by this Indenture, the Trustee will be entitled to receive, and (subject to Section 501) will be fully protected
in relying upon, an Officers’ Certificate and an Opinion of Counsel to the effect that the execution of such supplemental
indenture is authorized or permitted by this Indenture and that such supplemental indenture has been duly authorized, executed
and delivered by, and is a valid, binding and enforceable obligation of, the Company, subject to customary exceptions, and to the
extent applicable pursuant to Section 801, that such supplemental indenture does not adversely affects the interests of the Holders.
The Trustee shall execute any such supplemental indenture except that the Trustee may, but will not be obligated to, enter into
any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.


Section
804         Effect of Supplemental Indentures.


Upon the execution of any supplemental indenture
under this Article VIII, this Indenture will be modified in accordance therewith, and such supplemental indenture will form a part
of this Indenture for all purposes; and every Holder theretofore or thereafter authenticated and delivered hereunder.


Section
805         Reference in Subordinated Notes to Supplemental
Indentures.


Subordinated Notes authenticated and delivered
after the execution of any supplemental indenture in accordance with this Article VIII may, and will if required by the Company,
bear a notation in form approved by the Company as to any matter provided for in such supplemental indenture. If the Company will
so determine, new Subordinated Notes so modified as to conform, in the opinion of the Company, to any such supplemental indenture
may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Subordinated
Notes.






    	 	58	 



     


    

Section
806         Effect on Senior Indebtedness.


No supplemental indenture will directly or
indirectly modify or eliminate the Subordination Provisions or the definition of “Senior Indebtedness” applicable with
respect to the Subordinated Notes in any manner that might terminate or impair the subordination of such Subordinated Notes to
such Senior Indebtedness without the prior written consent of each of the holders of such Senior Indebtedness,


Section
807         Conformity with Trust Indenture Act.


Every supplemental indenture executed in
accordance with this Article will conform to the requirements of the Trust Indenture Act as then in effect.


ARTICLE
IX

COVENANTS


Section
901         Payment of Principal and Interest.


The Company covenants and agrees for the
benefit of the Holders that it will duly and punctually pay the principal of, and interest on, the Subordinated Notes, in accordance
with the terms thereof and this Indenture. Principal and interest will be considered paid on the date due if the Paying Agent,
if other than the Company or a Subsidiary thereof, holds as of 11:00 a.m., New York, New York time, on any Interest Payment Date,
an amount in immediately available funds provided by the Company that is designated for and sufficient to pay all principal and
interest then due. The Company will pay all Additional Interest, if any, on the dates and in the amounts set forth in the Registration
Rights Agreement.


If Additional Interest is payable by the
Company in accordance with the Registration Rights Agreement, the Company will deliver to the Trustee a certificate to that effect
stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable.
Unless and until a Responsible Officer of the Trustee receives such a certificate or instruction or direction from the Holders
in accordance with the terms of this Indenture, the Trustee may assume without inquiry that no Additional Interest is payable.
The foregoing will not prejudice the rights of the Holders with respect to their entitlement to Additional Interest as otherwise
set forth in this Indenture or the Subordinated Notes and pursuing any action against the Company directly or otherwise directing
the Trustee to take such action in accordance with the terms of this Indenture and the Subordinated Notes. If the Company has paid
Additional Interest directly to persons entitled to it, the Company will deliver to the Trustee a certificate setting forth the
particulars of such payment.


Section
902         Maintenance of Office.


The Company will maintain an office or agency
in the Borough of Manhattan, New York, New York or the City of Waldorf, Maryland (which may be an office of the Trustee or an Affiliate
of the Trustee or Registrar) where Subordinated Notes may be surrendered for registration of transfer or for exchange and where
notices and demands to or upon the Company in respect of the Subordinated Notes and this Indenture may be served. The Company will
give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any
time the Company fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.






    	 	59	 



     


    

The Company may also from time to time designate
one or more other offices or agencies where the Subordinated Notes may be presented or surrendered for any or all such purposes
and may from time to time rescind such designations; provided that no such designation or rescission will in any manner relieve
the Company of its obligation to maintain an office or agency in the Borough of Manhattan, New York, New York or the City of Waldorf,
Maryland. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in
the location of any such other office or agency.


The Company hereby designates the Corporate
Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 902.


Section
903         Money for Subordinated Notes Payments
to Be Held in Trust.


If the Company will at any time act as its
own Paying Agent, it will, on or before each due date of the principal of, or interest on, any of the Subordinated Notes, segregate
and hold in trust for the benefit of the Persons entitled thereto a sum in Dollars sufficient to pay the principal and interest,
as the case may be, so becoming due until such sums will be paid to such Persons or otherwise disposed of as herein provided, and
will promptly notify the Trustee of its action or failure so to act.


Whenever the Company will have one or more
Paying Agents, it will, on or prior to each due date of the principal of, or interest on. any Subordinated Notes, deposit with
any Paying Agent a sum in Dollars sufficient to pay the principal and interest, as the case may be, so becoming due, such sum to
be held in trust for the benefit of the Persons entitled thereto, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its action or failure so to act.


The Company will cause each Paying Agent
other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent will agree with the Trustee,
subject to the provisions of this Section that such Paying Agent will:


(1)              
hold all sums held by it for the payment of the principal of,
or interest on, the Subordinated Notes in trust for the benefit of the Persons entitled thereto until such sums will be paid to
such Persons or otherwise disposed of as provided in or under this Indenture;


(2)              
give the Trustee notice of any default by the Company in the
making of any payment of principal, or interest on, the Subordinated Notes; and


(3)              
at any time during the continuance of any such default, upon
the written request of the Trustee, pay to the Trustee all sums so held in trust by such Paying Agent.


The Company may at any time, for the purpose
of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying
Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon
the same terms as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying
Agent to the Trustee, such Paying Agent will be released from all further liability with respect to such sums.






    	 	60	 



     


    

Any money deposited with the Trustee or any
Paying Agent, or then held by the Company, in trust for the payment of the principal of, or interest on, any Subordinated Note
and remaining unclaimed for two years after such principal or interest will have become due and payable will be paid to the Company
upon a Company Request, or (if then held by the Company) will be discharged from such trust; and the Holder of such Subordinated
Note will thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, will thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may, not later
than 30 days after the Company’s request for such repayment, at the expense of the Company cause to be published once, in
an Authorized Newspaper in each Place of Payment or to be delivered to such Holders of Subordinated Notes, or both, notice that
such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of such
publication or delivery nor will it be earlier than two years after such principal and or interest will have become due and payable,
any unclaimed balance of such money then remaining will be repaid to the Company.


Section
904         Corporate Existence.


Subject to Article VII, the Company will
do or cause to be done all things necessary to preserve and keep in full force and effect (i) the corporate existence of the Company,
(ii) the existence (corporate or other) of each Significant Subsidiary and (iii) the rights (charter and statutory), licenses and
franchises of the Company and each of its Significant Subsidiaries; provided, however, that the Company will not be required to
preserve the existence (corporate or other) of any of its Significant Subsidiaries or any such right, license or franchise of the
Company or any of its Significant Subsidiaries if the Board of Directors of the Company determines that the preservation thereof
is no longer desirable in the conduct of the business of the Company and its Significant Subsidiaries taken as a whole and that
the loss thereof will not be disadvantageous in any material respect to the Holders.


Section
905         Maintenance of Properties.


The Company will, and will cause each Significant
Subsidiary to, cause all its properties used or useful in the conduct of its business to be maintained and kept in good condition,
repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this Section
will prevent the Company or any Significant Subsidiary from discontinuing the operation and maintenance of any of their respective
properties if such discontinuance is, in the judgment of the Board of Directors of the Company or of any Significant Subsidiary,
as the case may be desirable in the conduct of its business.


Section
906         Waiver of Certain Covenants.






    	 	61	 



     


    

The Company may omit in any particular instance
to comply with any term, provision or condition set forth in Section 902 to Section 905, inclusive, with respect to the Subordinated
Notes if before the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Subordinated
Notes, by Act of such Holders, either will waive such compliance in such instance or generally will have waived compliance with
such term, provision or condition, but no such waiver will extend to or affect such term, provision or condition except to the
extent so expressly waived, and, until such waiver will become effective, the obligations of the Company and the duties of the
Trustee in respect of any such term, provision or condition will remain in full force and effect.


Section
907         Company Statement as to Compliance.


The Company will deliver to the Trustee,
within 120 days after the end of each fiscal year, an Officers’ Certificate covering the preceding calendar year, stating
whether or not, to the best of his or her knowledge, the Company is in default in the performance and observance of any of the
terms, provisions and conditions of this Indenture (without regard to notice requirements or periods of grace) and if the Company
will be in default, specifying all such defaults and the nature and status thereof of which he or she may have knowledge.


Section
908         Tier 2 Capital.


If all or any portion of the Subordinated
Notes ceases to be deemed to be Tier 2 Capital, other than due to the limitation imposed on the capital treatment of subordinated
debt during the five (5) years immediately preceding the Maturity Date of the Subordinated Notes, Company will immediately notify
the Trustee and the Holders, and thereafter Company shall request, subject to the terms hereof, that the Trustee and the Holders
execute and deliver all agreements as reasonably necessary in order to restructure the applicable portions of the obligations evidenced
by the Subordinated Notes to qualify as Tier 2 Capital; provided, however, that nothing contained in this Section 908 shall limit
the Company’s right to redeem the Subordinated Notes upon the occurrence of a Tier 2 Capital Event pursuant to Section 1001(3)
hereof.


ARTICLE
X

REDEMPTION OF SECURITIES


Section
1001     Applicability of Article.


(1)              
Except as provided in this Section 1001, the Subordinated Notes
are not subject to redemption at the option of the Company. The Subordinated Notes are not subject to redemption at the option
of the Holders.


(2)              
Subject to the receipt of any required regulatory approvals,
with corresponding written notice to the Trustee, the Company at any time or from time to time on or after October 15, 2025 may
redeem all or a portion of the Subordinated Notes.


(3)              
Subject to the receipt of any required regulatory approvals,
the Company may, at its option, redeem all or a portion of the Outstanding Subordinated Notes at any time upon an Investment Company
Event, a Tax Event or a Tier 2 Capital Event.






    	 	62	 



     


    

(4)              
The Redemption Price with respect to any redemption permitted
under this Indenture will be equal to 100% of the principal amount of the Subordinated Notes to be redeemed, plus accrued but unpaid
interest and Additional Interest, if any, thereon to, but excluding, the Redemption Date.


Section
1002     Election to Redeem; Notice to Trustee.


The election of the Company to redeem any
Subordinated Notes will be evidenced by a Company Order. In case of any redemption of less than all of the Subordinated Notes,
the Company will, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice will be satisfactory
to the Trustee, but in any event not less than 45 days prior to the Redemption Date), notify the Trustee, of such Redemption Date
and of the principal amount of Subordinated Notes to be redeemed.


In the case of any redemption of Subordinated
Notes (i) prior to the expiration of any restriction on such redemption provided in the terms of such Subordinated Notes or elsewhere
in this Indenture or (ii) in accordance with an election of the Company that is subject to a condition specified in the terms of
such Subordinated Notes or elsewhere in this Indenture, the Company will furnish to the Trustee an Officers’ Certificate
evidencing compliance with such restriction or condition.


Section
1003     Selection by Trustee of Subordinated Notes to be Redeemed.


If less than all of the Subordinated Notes
are to be redeemed, the Subordinated Notes will be redeemed on a pro rata basis as to the Holders, and if the Subordinated Notes
are represented by Global Subordinated Notes held by the Depositary and such redemption is processed through the Depositary, such
redemption will be made on a “Pro Rata Pass-Through Distribution of Principal” basis in accordance with the procedures
of the Depositary. In the event a pro rata redemption as provided in the preceding sentence is not permitted under applicable law
or applicable requirements of the Depositary, the Subordinated Notes to be redeemed will be selected by lot or such method as the
Trustee will deem fair and appropriate.


The Trustee will promptly notify the Company
and the Registrar (if other than itself) in writing of the Subordinated Notes selected for redemption and, in the case of any Subordinated
Notes selected for partial redemption, the principal amount thereof to be redeemed.


For all purposes of this Indenture, unless
the context otherwise requires, all provisions relating to the redemption of Subordinated Notes will relate, in the case of any
Subordinated Notes redeemed or to be redeemed only in part, to the portion of the principal of such Subordinated Notes which has
been or is to be redeemed.


Section
1004     Notice of Redemption.


Notice of redemption will be given in the
manner provided in Section 105, not less than 30 nor more than 60 days prior to the Redemption Date to the Holders of Subordinated
Notes to be redeemed. Failure to give notice by delivering in the manner herein provided to the Holder of any Subordinated Notes
designated for redemption as a whole or in part, or any defect in the notice to any such Holder, will not affect the validity of
the proceedings for the redemption of any other Subordinated Notes or portions thereof.






    	 	63	 



     


    

Any notice that is delivered to the Holder
of any Subordinated Notes in the manner herein provided will be conclusively presumed to have been duly given, whether or not such
Holder receives the notice.


All notices of redemption will state:


(1)              
the Redemption Date,


(2)              
the Redemption Price,


(3)              
if less than all Outstanding Subordinated Notes are to be redeemed,
the identification (and, in the case of partial redemption, the principal amount) of the particular Subordinated Note or Subordinated
Notes to be redeemed,


(4)              
that, in case any Subordinated Note is to be redeemed in part
only, on and after the Redemption Date, upon surrender of such Subordinated Note, the Holder of such Subordinated Note will receive,
without charge, a new Subordinated Note or Subordinated Notes of authorized denominations for the principal amount thereof remaining
unredeemed,


(5)              
that, on the Redemption Date, the Redemption Price will become
due and payable upon each such Subordinated Note or portion thereof to be redeemed, together (if applicable) with accrued and unpaid
interest and Additional Interest, if any, thereon (subject, if applicable, to the provisos to the first paragraph of Section 1006),
and, if applicable, that interest thereon will cease to accrue on and after said date,


(6)              
the place or places where such Subordinated Notes are to be
surrendered for payment of the Redemption Price and any accrued interest pertaining thereto, and


(7)              
the section hereunder providing for such redemption.


The notice of redemption shall include the
CUSIP number reference numbers of such Subordinated Notes, if any (or any other numbers used by a Depositary to identify such Subordinated
Notes).


Notice of redemption of Subordinated Notes
to be redeemed at the election of the Company will be given by the Company or, at the Company’s request delivered at least
10 days before the date such notice is to be given (unless a shorter period will be acceptable to the Trustee), by the Trustee
in the name and at the expense of the Company.


Section
1005     Deposit of Redemption Price.


On or prior to 11:00 am., New York, New York
time, on any Redemption Date, the Company will deposit, with respect to the Subordinated Notes called for redemption in accordance
with Section 1004, with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and
hold in trust as provided in Section 903) an amount sufficient to pay the Redemption Price of, and (except if the Redemption Date
will be an Interest Payment Date) any accrued interest on, all such Subordinated Notes or portions thereof which are to be redeemed
on that date.






    	 	64	 



     


    

Section
1006     Subordinated Notes Payable on Redemption Date.


Notice of redemption having been given as
provided above, the Subordinated Notes so to be redeemed will, on the Redemption Date, become due and payable at the Redemption
Price therein specified, together with accrued and unpaid interest and Additional Interest, if any, thereon and from and after
such date (unless the Company will default in the payment of the Redemption Price and accrued interest, if any) such Subordinated
Notes will cease to bear interest. Upon surrender of any such Subordinated Note for redemption in accordance with said notice,
such Subordinated Note will be paid by the Company at the Redemption Price, together with any accrued and unpaid interest and Additional
Interest, if any, thereon to but excluding the Redemption Date; provided, however, that installments of interest on Subordinated
Notes whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Subordinated Notes registered
as such at the close of business on the Regular Record Dates therefor according to their terms and the provisions of Section 210.


If any Subordinated Note called for redemption
will not be so paid upon surrender thereof for redemption, the principal, until paid, will bear interest from the Redemption Date
at the rate prescribed therefor in the Subordinated Note or, if no rate is prescribed therefor in the Subordinated Note, at the
rate of interest, if any, borne by such Subordinated Note.


Section
1007     Subordinated Notes Redeemed in Part.


Any Subordinated Note which is to be redeemed
only in part will be surrendered at any office or agency for such Subordinated Note (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the
Holder thereof or his attorney duly authorized in writing) and the Company will execute and the Trustee will authenticate and deliver
to the Holder of such Subordinated Note without service charge, a new Subordinated Note or Subordinated Notes, containing identical
terms and provisions, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Subordinated Note so surrendered. If a Global Subordinated Note is
so surrendered, the Company will execute, and the Trustee will authenticate and deliver to the Depositary for such Global Subordinated
Note as will be specified in the Company Order with respect thereto to the Trustee, without service charge, a new Global Subordinated
Note in a denomination equal to and in exchange for the unredeemed portion of the principal of the Global Subordinated Note so
surrendered.


Upon surrender of a Subordinated Note that
is redeemed in part, the Company will issue and the Trustee will authenticate for the Holder at the expense of the Company a new
Subordinated Note equal in principal amount to the unredeemed portion of the Subordinated Note surrendered representing the same
indebtedness to the extent not redeemed. Notwithstanding anything in this Indenture to the contrary, only a Company Order and not
an Opinion of Counsel or an Officers’ Certificate of the Company is required for the Trustee to authenticate such new Subordinated
Note.


ARTICLE
XI

SUBORDINATION OF SECURITIES


Section
1101     Agreement to Subordinate.






    	 	65	 



     


    

The Company, for itself, its successors and
assigns, covenants and agrees, and each Holder of Subordinated Notes by the Holder’s acceptance thereof, likewise covenants
and agrees, that the payment of the principal of and interest on each and all of the Subordinated Notes is and will be expressly
subordinated in right of payment to the prior payment in full of all Senior Indebtedness.


Section
1102     Distribution of Assets.


(1)              
Upon any distribution of assets of the Company upon any termination,
winding up. liquidation or reorganization of the Company, whether in bankruptcy, insolvency, reorganization or receivership proceedings
or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company or otherwise
(subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred upon
the Senior Indebtedness and the holders thereof with respect to the Subordinated Notes and the Holders thereof by a lawful plan
of reorganization under applicable Bankruptcy Law):


(a)              
holders of all Senior Indebtedness will first be entitled to receive payment in full in accordance with the terms
of such Senior Indebtedness of the principal thereof, premium, if any, and the interest due thereon (including interest accruing
subsequent to the commencement of any proceeding for the bankruptcy or reorganization of the Company under any applicable bankruptcy,
insolvency or similar law now or hereafter in effect) before the Holders of the Subordinated Notes are entitled to receive any
payment upon the principal of or interest on indebtedness evidenced by the Subordinated Notes;


(b)              
any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities,
to which the Holders would be entitled except for the provisions of this Article XI, including any such payment or distribution
that may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the
payment of the Subordinated Notes, will be paid by the liquidating trustee or agent or other Person making such payment or distribution,
whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness
or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing
any of such Senior Indebtedness may have been issued, in accordance with the priorities then existing among holders of Senior Indebtedness
for payment of the aggregate amounts remaining unpaid on account of the principal, premium, if any, and interest (including interest
accruing subsequent to the commencement of any proceeding for the bankruptcy or reorganization of the Company under any applicable
bankruptcy, insolvency or similar law now or hereafter in effect) on the Senior Indebtedness held or represented by each, to the
extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment
or distribution to the holders of such Senior Indebtedness; it being understood that if the Holders fail to file a proper claim
in the form required by any proceeding referred to in this Section 1102(1)(b) prior to 30 days before the expiration of the time
to file such claim or claims, then the holders of Senior Indebtedness are hereby authorized to file an appropriate claim or claims
for and on behalf of the Holders, in the form required in any such proceeding; and






    	 	66	 



     


    

(c)              
in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind
or character, whether in cash, property or securities, including any such payment or distribution that may be payable or deliverable
by reason of the payment of any other indebtedness of the Company being subordinate to the payment of the Subordinated Notes will
be received by the Trustee or the Holders before all Senior Indebtedness is paid in full, such payment or distribution will be
paid over to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment
of assets of the Company for all Senior Indebtedness remaining unpaid until all such Senior Indebtedness will have been paid in
full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness,


(2)              
Subject to the payment in full of all Senior Indebtedness, the
Holders will be subrogated to the rights of the holders of Senior Indebtedness to receive payments or distributions of cash, property
or securities of the Company applicable to the Senior Indebtedness until the principal of and interest on the Subordinated Notes
will be paid in full and no such payments or distributions to holders of such Senior Indebtedness to which the Holders would be
entitled except for the provisions hereof of cash, property or securities otherwise distributable to the holders of Senior Indebtedness
will, as between the Company, its creditors, other than the holders of Senior Indebtedness, and the Holders, be deemed to be a
payment by the Company to or on account of the Senior Indebtedness. It is understood that the provisions of this Article XI are
intended solely for the purpose of defining the relative rights of the Holders of the Subordinated Notes, on the one hand, and
the holders of Senior Indebtedness, on the other hand. Nothing contained in this Article XI or elsewhere in this Indenture or any
supplemental indenture issued in accordance with Article VIII of this Indenture or in the Subordinated Notes is intended to or
will impair, as between the Company, its creditors, other than the holders of Senior Indebtedness, and the Holders, the obligation
of the Company, which is unconditional and absolute, to pay to the Holders the principal of and interest on the Subordinated Notes
as and when the same will become due and payable in accordance with their terms or to affect the relative rights of the Holders
and creditors of the Company, other than the holders of the Senior Indebtedness, nor, except as otherwise expressly provided in
this Indenture and the Subordinated Notes with respect to the limitation on the rights of the Trustee and the Holders, to accelerate
the Maturity of the Subordinated Notes and pursue remedies upon such an acceleration, will anything herein or in the Subordinated
Notes prevent the Trustee or any Holder from exercising all remedies otherwise permitted by applicable law upon any Event of Default
under the Indenture occurring, subject to the rights, if any, under this Article XI of the holders of Senior Indebtedness, in respect
of cash, property or securities of the Company received upon the exercise of any such remedy. Upon any payment or distribution
of assets of the Company referred to in this Article XI, the Trustee and the Holders will be entitled to rely upon any order or
decree of a court of competent jurisdiction in which such termination, winding up, liquidation or reorganization proceeding is
pending or upon a certificate of the liquidating trustee or agent or other Person making any distribution to the Trustee or to
the Holders for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior
Indebtedness and other indebtedness of the Company, the amount hereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article XI. In the absence of any such liquidating trustee, agent or other
person, the Trustee will be entitled to rely upon a written notice by a Person representing itself to be a holder of Senior Indebtedness
(or a trustee or representative on behalf of such holder) as evidence that such Person is a holder of Senior Indebtedness (or is
such a trustee or representative). If the Trustee determines, in good faith, that further evidence is required with respect to
the right of any Person, as a holder of Senior Indebtedness, to participate in any payment or distribution in accordance with this
Article XI, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of Senior Indebtedness held by such Person, as to the extent to which such Person is entitled to participation in such payment
or distribution, and as to other facts pertinent to the rights of such Person under this Article XI, and if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive
such payment.






    	 	67	 



     


    

With respect to the holders of Senior Indebtedness,
the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this
Indenture, and no implied covenants or obligations with respect to the holders of Senior Indebtedness will be read into this Indenture
against the Trustee. The Trustee, however, will not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness by
reason of the execution of this Indenture, or any other supplemental indenture entered into in accordance with Article VIII of
this Indenture, and will not be liable to any such holders if it will in good faith mistakenly pay over or distribute to or on
behalf of the Holders or the Company moneys or assets to which any holders of Senior Indebtedness will be entitled by virtue of
this Article XI or otherwise.


Section
1103     Default With Respect to Senior Indebtedness.


In the event and during the continuation
of any default in the payment of principal of, or premium, if any, or interest on, any Senior Indebtedness, beyond any applicable
grace period, or if any event of default with respect to any Senior Indebtedness will have occurred and be continuing, or would
occur as a result of the payment referred to hereinafter, permitting the holders of such Senior Indebtedness (or a trustee on behalf
of the holders thereof) to accelerate the maturity thereof, then, unless and until such default or event of default will have been
cured or waived or will have ceased to exist, no payment or principal of or interest on the Subordinated Notes, or in respect of
any retirement, purchase or other acquisition of any of the Subordinated Notes, will be made by the Company.


Section
1104     No Impairment.


Nothing contained in this Indenture, any
other supplemental indenture entered into in accordance with Article VIII of this Indenture, or in any of the Subordinated Notes
will: (i) impair, as between the Company and the Holders, the obligations of the Company, to make, or prevent the Company from
making, at any time except as provided in Section 1102 and Section 1103, payments of principal of, or interest (including interest
accruing subsequent to the commencement of any proceeding for the bankruptcy or reorganization of the Company under any applicable
bankruptcy, insolvency, or similar law now or hereafter in effect) on, the Subordinated Notes, as and when the same will become
due and payable in accordance with the terms of the Subordinated Notes; (ii) affect the relative rights of the Holders and creditors
of the Company other than the holders of the Senior Indebtedness; (iii) except as otherwise expressly provided in this Indenture
and the Subordinated Notes with respect to the limitation on the rights of the Trustee and the Holders, to accelerate the Maturity
of the Subordinated Notes and pursue remedies upon such an acceleration, prevent the Holder of any Subordinated Notes or the Trustee
from exercising all remedies otherwise permitted by applicable law upon default thereunder, subject to the rights, if any, under
this Article XI of the holders of Senior Indebtedness in respect of cash, property or securities of the Company received upon the
exercise of such remedy; or (iv) prevent the application by the Trustee or any Paying Agent of any moneys deposited with it hereunder
to the payment of or on account of the principal of, or interest on, the Subordinated Notes or prevent the receipt by the Trustee
or any Paying Agent of such moneys, if, prior to the third Business Day prior to such deposit, the Trustee or such Paying Agent
did not have written notice of any event prohibiting the making of such deposit by the Company.






    	 	68	 



     


    

Section
1105     Effectuation of Subordination Provisions.


Each Holder by his acceptance of any Notes
authorizes and expressly directs the Trustee on such Holder’s behalf to take such action as may be necessary or appropriate
to effectuate the Subordination Provisions, and appoints the Trustee such Holder’s attorney-in-fact for such purposes, including,
in the event of any termination, winding up, liquidation or reorganization of the Company (whether in bankruptcy, insolvency, receivership,
reorganization or similar proceedings or upon an assignment for the benefit of creditors by the Company, a marshalling of the assets
and liabilities of the Company or otherwise) tending toward the liquidation of the property and assets of the Company, the filing
of a claim for the unpaid balance of the Subordinated Notes in the form required in those proceedings.


Section
1106     Notice to Trustee.


The Company will give prompt written notice
to the Trustee of any fact known to the Company that would prohibit the Company from making any payment to or by the Trustee in
respect of the Subordinated Notes in accordance with the provisions of this Article XI. The Trustee will not be charged with the
knowledge of the existence of any default or event of default with respect to any Senior Indebtedness or of any other facts that
would prohibit the making of any payment to or by the Trustee or any Paying Agent unless and until the Trustee will have received
notice in writing at its Corporate Trust Office to that effect signed by an Authorized Officer, or by a holder of Senior Indebtedness
or a Trustee or agent thereof; and prior to the receipt of any such written notice, the Trustee will, subject to Article V of this
Indenture, be entitled to assume that no such facts exist; provided that, if the Trustee will not have received the notice provided
for in this Section 1106 at least two Business Days prior to the date upon which, by the terms of the Indenture, any monies will
become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Subordinated
Note), then, notwithstanding anything herein to the contrary, the Trustee will have full power and authority to receive any monies
from the Company and to apply the same to the purpose for which they were received, and will not be affected by any notice to the
contrary that may be received by it on or after such prior date except for an acceleration of the Subordinated Notes prior to such
application. The foregoing will not apply if the Paying Agent is the Company. The Trustee will be entitled to rely on the delivery
to it of a written notice by a Person representing himself or itself to be a holder of any Senior Indebtedness (or a trustee on
behalf of, or agent of, such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or a
trustee or agent on behalf of any such holder.


In the event that the Trustee determines
in good faith that any evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate
in any payment or distribution in accordance with this Article XI, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person
is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this
Article XI and, if such evidence is not furnished to the Trustee, the Trustee may defer any payment to such Person pending such
evidence being furnished to the Trustee or a judicial determination that such Person has the right to receive such payment.






    	 	69	 



     


    

Section
1107     Trustee Knowledge of Senior Indebtedness.


Notwithstanding the provisions of this Article
XI or any other provisions of this Indenture or any other supplemental indenture issued in accordance with Article VIII of this
Indenture, neither the Trustee nor any Paying Agent will be charged with knowledge of the existence of any Senior Indebtedness
or of any event that would prohibit the making of any payment of moneys to or by the Trustee or such Paying Agent, unless and until
a Responsible Officer of the Trustee or such Paying Agent will have received written notice thereof from the Company or from the
holder of any Senior Indebtedness or from the representative of any such holder.


Section
1108     Senior Indebtedness to Trustee.


The Trustee will be entitled to all of the
rights set forth in this Article XI in respect of any Senior Indebtedness at any time held by it in its individual capacity to
the same extent as any other holder of such Senior Indebtedness, and nothing in this Indenture or any other supplemental indenture
issued in accordance with Article VIII of this Indenture will be construed to deprive the Trustee of any of its rights as such
holder.


Section
1109     Subordination Not Applicable to Trustee Compensation.


Nothing contained in this Article XI will
apply to the claims of, or payments to, the Trustee under Section 507 of this Indenture.


The Trustee hereby accepts the trusts in
this Indenture upon the terms and conditions set forth herein.


[Signature Page Follows]


 


 






    	 	70	 



     


    

IN WITNESS WHEREOF, the parties hereto have
caused this Indenture to be duly signed as of the date first written above.


 


	 	THE COMMUNITY FINANCIAL CORPORATION
	 	 	 	 
	 	 	 	 
	 	By:	/s/ William J. Pasenelli	 
	 	Name:	William J. Pasenelli	 
	 	Title:	President and Chief Executive Officer	 
	 	 	 	 
	 	 	 	 
	 	UMB BANK NATIONAL ASSOCIATION
	 	As Trustee	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Mauri J. Cowen	 
	 	Name:	Mauri J. Cowen	 
	 	Title:	Senior Vice President	 



 


 


 


 


 


 


 


 






     

     


    

EXHIBIT A-l


(FORM OF DEFINITIVE SUBORDINATED NOTE)


 


THE COMMUNITY FINANCIAL CORPORATION


4.75% FIXED
TO FLOATING Subordinated Note due OCTOBER 15, 2030


THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT’) OR UNDER ANY APPLICABLE STATE SECURITIES LAW. THESE
SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT
FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, INCLUDING (BUT NOT LIMITED TO) IN ACCORDANCE AND
IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY, IF REQUESTED, OR (II) UNLESS SOLD IN ACCORDANCE WITH RULE 144 UNDER SAID ACT.


THIS SECURITY AND THE OBLIGATIONS OF THE COMPANY (AS DEFINED
HEREIN) AS EVIDENCED HEREBY (1) ARE NOT DEPOSITS WITH OR HELD BY THE COMPANY AND ARE NOT INSURED OR GUARANTEED BY ANY FEDERAL AGENCY
OR INSTRUMENTALITY, INCLUDING, WITHOUT LIMITATION, THE FEDERAL DEPOSIT INSURANCE CORPORATION AND (2) ARE SUBORDINATE IN THE RIGHT
OF PAYMENT TO ALL SENIOR INDEBTEDNESS (AS DEFINED IN THE INDENTURE IDENTIFIED HEREIN).


CERTAIN ERISA CONSIDERATIONS:


THE HOLDER OF THIS SECURITY, OR ANY INTEREST HEREIN, BY ITS ACCEPTANCE
HEREOF OR THEREOF AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER
PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH A “PLAN”), OR AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY, AND NO PERSON
INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST HEREIN, UNLESS SUCH PURCHASER
OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION
96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY, OR ANY INTEREST
HEREIN, ARE NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH 



    	 	A-1-1	 



     


    

RESPECT TO SUCH PURCHASE AND HOLDING. ANY PURCHASER
OR HOLDER OF THIS SECURITY OR ANY INTEREST HEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT EITHER
(i) IT IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN TO WHICH TITLE I OF ERISA OR SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE
OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE “PLAN
ASSETS” OF ANY SUCH EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE OR HOLDING WILL NOT RESULT
IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH FULL EXEMPTIVE RELIEF IS NOT AVAILABLE
UNDER APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.


ANY FIDUCIARY OF ANY PLAN WHO IS CONSIDERING THE ACQUISITION OF
ANY OF THE SECURITIES SHOULD CONSULT WITH HIS OR HER LEGAL COUNSEL PRIOR TO ACQUIRING SUCH SECURITIES.


 


 


 






    	 	A-1-2	 



     


    




	No. [•] 	CUSIP/ISIN Accredited Investors:
20368X AC5 / US20368XAC56
	 	CUSIP/ISIN QIBs: 20368X AB7 / US20368XAB73






 











 


THE COMMUNITY FINANCIAL CORPORATION


 


4.75% FIXED TO FLOATING RATE SUBORDINATED
NOTE DUE OCTOBER 15, 2030


1.                  
Indenture; Holders. This note is one of a duly authorized issue of notes of The Community Financial Corporation,
a Maryland corporation (the “Company”), designated as the “4.75% Fixed to Floating Rate Subordinated Notes
due 2030” (the “Subordinated Notes”) in an aggregate principal amount of $20 million and initially issued
on October 14 2020. The Company has issued this Subordinated Note under that certain Indenture dated as of October 14, 2020, as
the same may be amended or supplemented from time to time (“Indenture”), between the Company and UMB Bank National
Association, as Trustee. All capitalized terms not otherwise defined herein this Subordinated Note will have the meanings assigned
to them in the Indenture. The terms of this Subordinated Note includes those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act, This Subordinated Note is subject to all such terms, and the Holder (as defined
below) is referred to the Indenture and the Trust Indenture Act for a statement of such terms. To the extent any provision of this
Subordinated Note irreconcilably conflicts with the express provisions of the Indenture, the provisions of the Indenture will govern
and be controlling.


2.                 
Payment. The Company, for value received, promises to pay to [•], or its registered assigns, the principal sum
of [•] Dollars (U.S.) ($[•],000,000), plus accrued but unpaid interest on October 15, 2030 (the “Maturity Date”)
and to pay interest thereon (i) from and including the original issue date of the Subordinated Notes to but excluding October 15,
2025 or the earlier redemption date contemplated by Section 4 (Redemption) of this Subordinated Note (the “Fixed
Rate Period”), at the rate of 4.75% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months
and payable semi-annually in arrears on April 15 and October 15 of each year (each payment date, a “Fixed Interest Payment
Date”), beginning April 15, 2021, and (ii) from and including October 15, 2025 to but excluding the Maturity Date or
earlier redemption date contemplated by Section 4 (Redemption) of this Subordinated Note (the “Floating Rate Period”),
at the rate per annum, reset quarterly, equal to the Floating Interest Rate (as defined below) determined on the Floating Interest
Determination Date (as defined below) of the applicable interest period plus 458.0 basis points, computed on the basis of a 360-day
year and the actual number of days elapsed and payable quarterly in arrears (each quarterly period a “Floating Interest
Period”) on January 15, April 15, July 15, and October 15 of each year (each payment date, a “Floating Interest
Payment Date”). Dollar amounts resulting from this calculation shall be rounded to the nearest cent, with one-half cent
being rounded up. The term “Floating Interest Determination Date” means the date upon which the Floating Interest
Rate is determined by the Calculation Agent pursuant to the Three-Month Term SOFR Conventions. Notwithstanding anything to the
contrary, (i) in the event the Three-Month SOFR (as defined below) is less than zero, the Three-Month Term SOFR shall be deemed
to be zero, and (ii) if a Benchmark Transition Event (as defined below) and its related Benchmark Replacement Date (as defined
below) have occurred and the Benchmark Replacement (as defined below) is less than zero, then the Benchmark Replacement shall be
deemed to be zero.






    	 	A-1-1	 



     


    

(a)              
An “Interest Payment Date” is either a Fixed Interest Payment Date or a Floating Interest Payment Date,
as applicable.


(b)              
The “Floating Interest Rate” means:


(vi)            
initially Three-Month Term SOFR (as defined below).


(vii)         
Notwithstanding the foregoing clause (i) of this Section 2(b):


(1)              
If the Calculation Agent determines prior to the relevant Floating Interest Determination Date that a Benchmark Transition Event
and its related Benchmark Replacement Date (each of such terms as defined below) have occurred with respect to Three-Month Term
SOFR, then the Company shall promptly provide notice of such determination to the Holders and Section 2(c) (Effect of Benchmark
Transition Event) will thereafter apply to all determinations, calculations and quotations made or obtained for the purposes of
calculating the Floating Interest Rate payable on the Subordinated Notes during a relevant Floating Interest Period.


(2)              
However, if the Calculation Agent, determines that a Benchmark Transition Event and its related Benchmark Replacement Date have
occurred with respect to Three-Month Term SOFR, but for any reason the Benchmark Replacement has not been determined as of the
relevant Floating Interest Determination Date, the Floating Interest Rate for the applicable Floating Interest Period will be equal
to the Floating Interest Rate on the last Floating Interest Determination Date for the Subordinated Notes, as determined by the
Calculation Agent (as defined below).


(viii)       
If the then-current Benchmark (as defined below) is Three-Month Term SOFR and 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 (as defined below) determined by the Company, then the relevant Three-Month Term SOFR Conventions (as defined
below) will apply.


(c)              
Effect of Benchmark Transition Event.


(ix)            
If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred
prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date,
the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the
relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent dates.


(x)              
In connection with the implementation of a Benchmark Replacement, the Company will have the right to make Benchmark Replacement
Conforming Changes from time to time, and such changes shall become effective without consent from the relevant Holders or any
other party.


(xi)            
Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to the benchmark transition
provisions set forth herein, 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 any selection:






    	 	A-1-2	 



     


    

(1)              
will be conclusive and binding absent manifest error;


(2)              
if made by the Company, will be made in the Company’s sole discretion;


(3)              
if made by the Calculation Agent, 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


(4)              
notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreement, shall become effective without consent
from the relevant Holders or any other party.


(xii)         
For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest
payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark
Replacement and the spread specified on the face hereof.


(xiii)       
As used in this Subordinated Note:


(1)              
“Benchmark” means, initially, Three-Month Term SOFR; provided that if 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; provided
that if (a) the Calculation Agent 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 Calculation Agent, as of the Benchmark Replacement Date:


a.                  
The sum of (i) Compounded SOFR and (ii) the Benchmark Replacement Adjustment;


b.                 
the sum of: (i) the alternate rate of interest 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 (ii) the Benchmark Replacement
Adjustment;


c.                  
the sum of: (i) the ISDA Fallback Rate and (ii) the Benchmark Replacement Adjustment;






    	 	A-1-3	 



     


    

d.                 
the sum of: (i) the alternate rate of interest that has been selected by the Company as the replacement for the then-current
Benchmark for the applicable Corresponding Tenor giving due consideration to any industry-accepted rate of interest as a replacement
for the then-current Benchmark for U.S. dollar denominated floating rate notes at such time and (ii) the Benchmark Replacement
Adjustment.


(3)              
“Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined
by the Calculation Agent, as of the Benchmark Replacement Date:


a.                  
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;


b.                 
if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment;


c.                  
the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Company 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 notes at such time.


(4)              
“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical,
administrative or operational changes (including changes to the definition of “Floating Interest Period,” timing
and frequency of determining rates with respect to each Floating Interest Period and making payments of interest, rounding of amounts
or tenors and other administrative matters) that the Company decides may be appropriate to reflect the adoption of such Benchmark
Replacement in a manner substantially consistent with market practice (or, if the Company decides that adoption of any portion
of such market practice is not administratively feasible or if the Company determines that no market practice for use of the Benchmark
Replacement exists, in such other manner as the Company determines is reasonably necessary).


(5)              
“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current
Benchmark:


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


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






    	 	A-1-4	 



     


    

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


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 purposes of such
determination.


(6)              
“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the
then-current Benchmark:


a.                  
if the Benchmark is Three-Month Term SOFR, (i) the Relevant Governmental Body has not selected or recommended a forward-looking
term rate for a tenor of three months based on SOFR, (ii) 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 (iii) the Company determines
that the use of a forward-looking rate for a tenor of three months based on SOFR is not administratively feasible;


b.                 
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;


c.                  
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


d.                 
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.


(7)              
“Calculation Agent” means such bank or other entity (which may be the Company or an affiliate of the Company)
as may be appointed by the Company to act as Calculation Agent for the Subordinated Notes during the Floating Rate Period.


(8)              
“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:






    	 	A-1-5	 



     


    

a.                  
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:


b.                 
if, and to the extent that, the Company or its designee determines that Compounded SOFR cannot be determined in accordance
with clause (a) 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 notes at such time.


For the avoidance of doubt, the calculation
of Compounded SOFR will exclude the Benchmark Replacement Adjustment.


(9)              
“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.


(10)          
“FRBNY” means the Federal Reserve Bank of New York.


(11)          
“FRBNY’s Website” means the website of the FRBNY at http://www.newyorkfed.org, or any successor source.


(12)          
“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.


(13)          
“ISDA” means the International Swaps and Derivatives Association, Inc. or any successor thereto.


(14)          
“ISDA Definitions” means the 2006 ISDA Definitions published by the ISDA 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.


(15)          
“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.


(16)          
“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.


(17)          
“Reference Time” with respect to any determination of a 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.






    	 	A-1-6	 



     


    

(18)          
“Relevant Governmental Body” means the Board of Governors of the Federal Reserve System (the “Federal
Reserve”) and/or the FRBNY, or a committee officially endorsed or convened by the Federal Reserve and/or the FRBNY or
any successor thereto.


(19)          
“SOFR” means the daily Secured Overnight Financing Rate provided by the FRBNY, as the administrator of the benchmark
(or a successor administrator), on the FRBNY’s Website.


(20)          
“Term SOFR” means the forward-looking term rate for the Corresponding Tenor based on SOFR that has been selected
or recommended by the Relevant Governmental Body.


(21)          
“Term SOFR Administrator” means any entity designated by the Relevant Governmental Body as the administrator
of Term SOFR (or a successor administrator).


(22)          
“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 Floating Interest Period, as determined by the Calculation Agent after giving
effect to the Three-Month Term SOFR Conventions.


(23)          
“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 “Floating Interest Period”, timing and frequency of determining Three-Month Term SOFR
with respect to each Floating Interest Period and making payments of interest, rounding of amounts or tenors, and other administrative
matters) that the Company 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 Company decides that adoption of any portion of such market practice is not administratively
feasible or if the Company determines that no market practice for the use of Three-Month Term SOFR exists, in such other manner
as the Company determines is reasonably necessary).


(24)          
“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.


(d)              
In the event that any Fixed Interest Payment Date during the Fixed Rate Period falls on a day that is not a Business Day
(as defined below), the interest payment due on that date shall be postponed to the next day that is a Business Day and no additional
interest shall accrue as a result of that postponement. In the event that any Floating Interest Payment Date during the Floating
Rate Period falls on a day that is not a Business Day (as defined below), the interest payment due on that date shall be postponed
to the next day that is a Business Day and interest shall accrue to but excluding the date interest is paid. However, if the postponement
would cause the day to fall in the next calendar month during the Floating Interest Period, the Floating Interest Payment Date
shall instead be brought forward to the immediately preceding Business Day. The term “Business Day” means any day other
than a Saturday or Sunday or any other day on which banking institutions in the State of New York are generally authorized or required
by law or executive order to be closed.






    	 	A-1-7	 



     


    

The Company will pay interest on this Subordinated
Note to the Person who is the registered Holder at the close of business on the first calendar day of the month in which the Interest
Payment Date occurs, except as provided in Section 210 of the Indenture with respect to Defaulted Interest. This Subordinated Note
will be payable as to principal and interest at the office or agency of the Paying Agent, or, at the option of the Company, payment
of interest may be made by check delivered to the Holder at its address set forth in the Subordinated Note Register or by wire
transfer to an account appropriately designated by the Person entitled to payment; provided, that the Paying Agent will
have received written notice of such account designation at least five Business Days prior to the date of such payment (subject
to surrender of this Subordinated Note in the case of a payment of interest at Maturity).


3.                   Paying
Agent and Registrar. UMB Bank National Association, the Trustee (“Trustee”) under the Indenture, will act as
the initial Paying Agent and Registrar through its offices presently located at 1010 Grand Boulevard, Kansas City, MO 64106.
The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may
act in any such capacity.


 


4.                   
Subordination. The indebtedness of the Company evidenced by this Subordinated Note, including the principal thereof
and interest thereon, is, to the extent and in the manner set forth in the Indenture, subordinate and junior in right of payment
to obligations of the Company constituting the Senior Indebtedness (as defined in the Indenture) on the terms and subject to the
terms and conditions as provided and set forth in Article XI of the Indenture and will rank pari passu in right of payment
with all other Subordinated Notes. Holder, by the acceptance of this Subordinated Note, agrees to and will be bound by such provisions
of the Indenture and authorizes and directs the Trustee on his behalf to take such actions as may be necessary or appropriate to
effectuate the subordination so provided.


5.                 
Redemption. The Company may, at any time or from time to time on or after October 15, 2025, redeem this Subordinated
Note, in whole or in part, without premium or penalty, but in all cases in a principal amount with integral multiples of $1,000.
In addition, the Company may redeem all, but not a portion of the Subordinated Notes, at any time upon the occurrence of a Tier
2 Capital Event, Tax Event or an Investment Company Event. Any redemption with respect to this Subordinated Note will be subject
to any required regulatory approvals. This Subordinated Note is not subject to redemption at the option of the Holder. The Redemption
Price with respect to any redemption permitted under this Indenture will be equal to 100% of the principal amount of this Subordinated
Note, or portion thereof, to be redeemed, plus accrued but unpaid interest and Additional Interest, if any, thereon to, but excluding,
the Redemption Date.


If all or any portion of the Subordinated
Notes ceases to be deemed to be Tier 2 Capital, other than due to the limitation imposed on the capital treatment of subordinated
debt during the five (5) years immediately preceding the Maturity Date of the Subordinated Notes, Company will immediately notify
the Trustee and the Holders, and thereafter Company shall request, subject to the terms hereof, that the Trustee and the Holders
execute and deliver all agreements as reasonably necessary in order to restructure the applicable portions of the obligations evidenced
by the Subordinated Notes to qualify as Tier 2 Capital; provided, however, that the foregoing shall not limit the Company’s
right to redeem the Subordinated Notes upon the occurrence of a Tier 2 Capital Event.






    	 	A-1-8	 



     


    

If less than the then outstanding principal
amount of this Subordinated Note is redeemed, (i) a new note shall be issued representing the unredeemed portion without charge
to the Holder thereof and (ii) such redemption shall be effected on a pro rata basis as to the Holder, and if the Subordinated
Notes are represented by Global Subordinated Notes held by the Depositary and such redemption is processed through the Depositary,
such redemption will be made on a “Pro Rata Pass-Through Distribution of Principal” basis in accordance with the procedures
of the Depositary. In the event a pro rata redemption as provided in the preceding sentence is not permitted under applicable law
or applicable requirements of the Depositary, the Subordinated Notes to be redeemed will be selected by lot or such method as the
Trustee will deem fair and appropriate.


6.                 
Events of Default; Acceleration. An “Event of Default” means any one of the events described in Section
401 of the Indenture. If an Event of Default described in Section 401(1) or Section 401(2) of the Indenture occurs, then the principal
amount of all of the Outstanding Subordinated Notes, and accrued and unpaid interest, if any, on all Outstanding Subordinated Notes
will become and be immediately due and payable without any declaration or other act on the part of the Trustee or the Holder, and
the Company waives demand, presentment for payment, notice of nonpayment, notice of protest, and all other notices. Notwithstanding
the foregoing, because the Company will treat the Subordinated Notes as Tier 2 Capital, upon the occurrence of an Event of Default
other than an Event of Default described in Section 401(1) or Section 401(2) of the Indenture, neither the Trustee nor the Holder
may accelerate the Maturity of the Subordinated Notes and make the principal of, and any accrued and unpaid interest on the Subordinated
Notes, immediately due and payable. If any Event of Default occurs and is continuing, the Trustee may also pursue any other available
remedy to collect the payment of principal of, and interest on, the Subordinated Notes or to enforce the performance of any provision
of the Subordinated Notes or the Indenture.


7.                 
Failure to Make Payments. If the Company fails to make any payment of interest on this Subordinated Note when such
interest becomes due and payable and such default continues for a period of 30 days, or if the Company fails to make any payment
of the principal of this Subordinated Note when such principal becomes due and payable, the Company will, upon demand of the Trustee,
pay to the Trustee, for the benefit of the Holder, the whole amount then due and payable with respect to this Subordinated Note,
with interest upon the overdue principal, any premium and, to the extent permitted by applicable law, upon any overdue installments
of interest at the rate or respective rates, as the case may be, provided for or with respect to this Subordinated Note or, if
no such rate or rates are so provided, at the rate or respective rates, as the case may be, of interest borne by this Subordinated
Note.






    	 	A-1-9	 



     


    

During the continuance of a failure by the Company
to make any required payment of principal of or interest on the Subordinated Notes and during the occurrence of an Event of Default,
until such Event of Default is cured by the Company, the Company may not declare or pay any dividends or distributions on, or redeem,
purchase, acquire, or make a liquidation payment with respect to, any of the Company’s capital stock, make any payment of
principal or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank equal
with or junior to this Subordinated Note, or make any payments under any guarantee that ranks equal with or junior to this Subordinated
Note, other than: (i) any dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase
shares of, any class of Company’s common stock; (ii) any declaration of a dividend in connection with the implementation
of a shareholders’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase
of any such rights pursuant thereto; (iii) as a result of a reclassification of Company’s capital stock or the exchange or
conversion of one class or series of Company’s capital stock for another class or series of Company’s capital stock;
(iv) the purchase of fractional interests in shares of Company’s capital stock in accordance with the conversion or exchange
provisions of such capital stock or the security being converted or exchanged; or (v) purchases of any class of Company’s
common stock related to the issuance of common stock or rights under any of benefit plans for Company’s directors, officers
or employees or any of Company’s dividend reinvestment plans.


 


8.                 
Denominations, Transfer, Exchange. The Subordinated Notes are issuable only in registered form without interest coupons
in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof. The transfer of this Subordinated Note
may be registered and this Subordinated Note may be exchanged as provided in the Indenture. The Registrar may require the Holder,
among other things, to furnish appropriate endorsements and transfer documents and the Company may require the Holder to pay any
taxes and fees required by law or permitted by the Indenture.


9.                 
Charges and Transfer Taxes. No service charge will be made for any registration of transfer or exchange of this Subordinated
Note, or any redemption or repayment of this Subordinated Note, or any conversion or exchange of this Subordinated Note for other
types of securities or property, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other
governmental charges that may be imposed in connection with the transfer or exchange of this Subordinated Note from the Holder
requesting such transfer or exchange.


10.             
Persons Deemed. Owners. The Company and the Trustee and any agent of the Company or the Trustee may treat the Person
in whose name this Subordinated Note is registered as the owner hereof for all purposes, whether or not this Subordinated Note
is overdue, and neither the Company, the Trustee nor any such agent will be affected by notice to the contrary.


11.             
Amendments; Waivers. 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 Subordinated Notes at any time
by the Company and the Trustee with the consent of the holders of a majority in principal amount of the then Outstanding Subordinated
Notes. The Indenture also contains provisions permitting the holders of specified percentages in principal amount of the then Outstanding
Subordinated Notes, on behalf of the holders of all Subordinated Notes, to waive certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Subordinated Note will be conclusive and binding upon such
Holder and upon all future holders of this Subordinated Note and of any Subordinated Note 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 Subordinated
Note.






    	 	A-1-10	 



     


    

12.             
No Impairment. No reference herein to the Indenture and no provision of this Subordinated Note or of the Indenture
will alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest (if
any) and Additional Interest on this Subordinated Note at the times, place and rate as herein prescribed.


13.             
Sinking Fund; Convertibility. This Subordinated Note is not entitled to the benefit of any sinking fund. This Subordinated
Note is not convertible into or exchangeable for any of the equity securities, other securities or assets of the Company or any
Subsidiary.


14.             

No Recourse Against Others. No recourse under or upon any obligation, covenant or agreement contained in the Indenture
or in this Subordinated Note, or for any claim based thereon or otherwise in respect thereof, will be had against any past, present
or future shareholder, employee, officer, or director, as such, of the Company or of any predecessor or successor, either directly
or through the Company or any predecessor or successor, under any rule of law, statute or constitutional provision or by the enforcement
of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released
by the acceptance of this Subordinated Note by the Holder and as part of the consideration for the issuance of this Subordinated
Note.


15.             
Authentication. This Subordinated Note will not be valid until authenticated by the manual signature of the Trustee
or an Authenticating Agent.


16.              
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants
in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common),
CUST (= custodian), and U/G/M/A (= Uniform Gifts to Minors Act). Additional abbreviations may also be used though not in the above
list.


17.              
Available Information. The Company will furnish to the Holder upon written request and without charge a copy of the
Indenture. Requests by Holders to the Company may be made to: The Community Financial Corporation, 3035 Leonardtown Road, Waldorf,
MD, 20601, Attn: Todd L. Capitani, Executive Vice President and Chief Financial Officer.


18.             
Governing Law. THIS SUBORDINATED NOTE WILL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK
AND WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW
PRINCIPLES THEREOF.


[Signature Page Follows]


 


 


 






    	 	A-1-11	 



     


    

IN WITNESS WHEREOF, the undersigned has caused
this Subordinated Note to be duly executed.


Dated:


 


	 	THE COMMUNITY FINANCIAL CORPORATION
	 	 
	 	 
	 	By: ________________________
	 	Name: ______________________
	 	Title: _______________________






 


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


This is one of the Subordinated Notes of
The Community Financial Corporation referred to in the within-mentioned Indenture:


UMB BANK NATIONAL ASSOCIATION


as Trustee


 


 


By: ______________________


Name:____________________


Title:_____________________


 


Dated:____________________


 






    	 	A-1-12	 



     


    

ASSIGNMENT FORM


To assign this Subordinated Note, fill in the form below: (I)
or (we) assign and transfer this Subordinated Note to:


 


 








 






(Print or type assignee’s name, address and zip code)


 


 





 






(Insert assignee’s social security or tax I.D. No.)


 


and irrevocably appoint _______________________ agent to transfer this Subordinated Note
on the books of the Company. The agent may substitute another to act for him.


 


	Date: 	 	 	Your signature: 	 
	 	 	 	(Sign exactly as your name appears on the face of this Subordinated Note)	 
	 	 	 	 	 
	 	 	 	Tax Identification No: 	 
	 	 	 	 	 
	Signature Guarantee:	 	 	 	 









(Signatures must be guaranteed by an eligible guarantor institution (banks, stockbroker’s,
savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant
to Exchange Act Rule 17Ad-15).


 


The undersigned certifies that it [is / is not] an Affiliate
of the Company and that, to its knowledge, the proposed transferee [is / is not] an Affiliate of the Company.


In connection with any transfer or exchange of this Subordinated
Note occurring prior to the date that is one year after the later of the date of original issuance of this Subordinated Note and
the last date, if any, on which this Subordinated Note was owned by the Company or any Affiliate of the Company, the undersigned
confirms that this Subordinated Note is being:


CHECK ONE BOX BELOW:


☐(1)acquired for the undersigned’s
own account, without transfer;


☐(2)transferred to the Company;


☐(3)transferred in accordance
and in compliance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”);


☐(4)transferred under an effective
registration statement under the Securities Act;


☐(5)transferred in accordance
with and in compliance with Regulation S under the Securities Act;






    	 	A-1-13	 



     


    

☐(6)transferred to an institutional
“accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) or an “accredited
investor” (as defined in Rule 501(a)(4) under the Securities Act), that has furnished a signed letter containing certain
representation’s and agreements; or


☐(7)transferred in accordance
with another available exemption from the registration requirements of the Securities Act of 1933, as amended.


Unless one of the boxes is checked, the Paying Agent will refuse
to register this Subordinated Note in the name of any person other than the registered Holder thereof; provided, however, that
if box (5), (6) or (7) is checked, the Paying Agent may require, prior to registering any such transfer of this Subordinated Note,
in its sole discretion, such legal opinions, certifications and other information as the Paying Agent may reasonably request to
confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements
of the Securities Act such as the exemption provided by Rule 144 under such Act.


	 	Signature:	 






 





	Signature Guarantee:	 



(Signatures must be guaranteed by an eligible guarantor institution
(banks, stockbroker’s, savings and loan associations and credit unions with membership in an approved signature guarantee
medallion program), pursuant to Exchange Act Rule 17Ad-l5).


TO BE COMPLETED BY PURCHASER IF BOX (1) OR (3) ABOVE IS CHECKED.


The undersigned represents and warrants that it is purchasing
this Subordinated Note for its own account or an account with respect to which it exercises sole investment discretion and that
it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act
of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received
such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such
information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order
to claim the exemption from registration provided by Rule 144A.





	Date: 	 	 	Signature: 	 



 






    	 	A-1-14	 



     


    

EXHIBIT A-2


(FORM OF GLOBAL SUBORDINATED NOTE)


THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT’) OR UNDER ANY APPLICABLE STATE SECURITIES LAW. THESE
SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT
FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, INCLUDING (BUT NOT LIMITED TO) IN ACCORDANCE AND
IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY, IF REQUESTED, OR (II) UNLESS SOLD IN ACCORDANCE WITH RULE 144 UNDER SAID ACT.


THIS SUBORDINATED NOTE IS A GLOBAL SUBORDINATED NOTE WITHIN THE
MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO AS NOMINEE OF THE DEPOSITORY TRUST
COMPANY (“DTC”) OR A NOMINEE OF DTC. THIS SUBORDINATED NOTE IS EXCHANGEABLE FOR SUBORDINATED NOTES REGISTERED IN THE
NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF
THIS SUBORDINATED NOTE (OTHER THAN A TRANSFER OF THIS SUBORDINATED NOTE AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF
DTC TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES SPECIFIED IN THE INDENTURE.


UNLESS THIS SUBORDINATED NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY SUBORDINATED NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO, OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENT ATI VB OF DTC (AND ANY PAYMENT HEREON
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN.


TRANSFERS OF THIS SUBORDINATED NOTE WILL BE LIMITED TO TRANSFERS
IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS
OF THIS SUBORDINATED NOTE WILL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED
TO ON THE REVERSE HEREOF.






    	 	A-2-1	 



     


    

THIS SECURITY AND THE OBLIGATIONS OF THE COMPANY (AS DEFINED
HEREIN) AS EVIDENCED HEREBY (1) ARE NOT DEPOSITS WITH OR HELD BY THE COMPANY AND ARE NOT INSURED OR GUARANTEED BY ANY FEDERAL AGENCY
OR INSTRUMENTALITY, INCLUDING, WITHOUT LIMITATION, THE FEDERAL DEPOSIT INSURANCE CORPORATION AND (2) ARE SUBORDINATE IN THE RIGHT
OF PAYMENT TO ALL SENIOR INDEBTEDNESS (AS DEFINED IN THE INDENTURE IDENTIFIED HEREIN).


CERTAIN ERISA CONSIDERATIONS:


THE HOLDER OF THIS SECURITY, OR ANY INTEREST HEREIN, BY ITS ACCEPTANCE
HEREOF OR THEREOF AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER
PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH A “PLAN”), OR AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY, AND NO PERSON
INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST HEREIN, UNLESS SUCH PURCHASER
OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION
96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY, OR ANY INTEREST
HEREIN, ARE NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE AND HOLDING. ANY PURCHASER
OR HOLDER OF THIS SECURITY OR ANY INTEREST HEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT EITHER
(i) IT IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN TO WHICH TITLE I OF ERISA OR SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE
OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE “PLAN
ASSETS” OF ANY SUCH EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE OR HOLDING WILL NOT RESULT
IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH FULL EXEMPTIVE RELIEF IS NOT AVAILABLE
UNDER APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.


ANY FIDUCIARY OF ANY PLAN WHO IS CONSIDERING THE ACQUISITION
OF ANY OF THE SECURITIES SHOULD CONSULT WITH HIS OR HER LEGAL COUNSEL PRIOR TO ACQUIRING SUCH SECURITIES.









    	 	A-2-2	 



     


    

 


	No. 1	CUSIP/ISIN Accredited Investors: 20368X
AC5 / US20368XAC56
	 	CUSIP/ISIN QIBs: 20368X AB7 / US20368XAB73






 





 


THE COMMUNITY FINANCIAL CORPORATION


4.75% FIXED TO FLOATING RATE SUBORDINATED
NOTE DUE OCTOBER 15, 2030


1.   
Indenture; Holders. This note is one of a duly authorized issue of notes of The Community Financial Corporation,
a Maryland corporation (the “Company”) designated as the “4.75% Fixed to Floating Rate Subordinated Notes
due 2030” (the “Subordinated Notes”) in an aggregate principal amount of $20 million and initially issued
on October 14, 2020. The Company has issued this Subordinated Note under that certain Indenture dated as of October 14, 2020, as
the same may be amended or supplemented from time to time (“Indenture”), between the Company and UMB Bank National
Association, as Trustee. All capitalized terms not otherwise defined hereto this Subordinated Note will have the meanings assigned
to them in the Indenture. The terms of this Subordinated Note includes those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act. This Subordinated Note is subject to all such terms, and the Holder (as defined
below) is referred to the Indenture and the Trust Indenture Act for a statement of such terms. To the extent any provision of this
Subordinated Note irreconcilably conflicts with the express provisions of the Indenture, the provisions of the Indenture will govern
and be controlling.


2.     
Payment. The Company, for value received, promises to pay to Cede & Co., or its registered assigns, the principal
sum of Twenty Million Dollars (U.S.) ($20,000,000), plus accrued but unpaid interest on October 15, 2030 (the “Maturity
Date”) and to pay interest thereon (i) from and including the original issue date of the Subordinated Notes to but excluding
October 15, 2025 or the earlier redemption date contemplated by Section 4 (Redemption) of this Subordinated Note (the “Fixed
Rate Period”), at the rate of 4.75% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months
and payable semi-annually in arrears on April 15 and October 15 of each year (each payment date, a “Fixed Interest Payment
Date”), beginning April 15, 2021 and (ii) from and including October 15, 2025 to but excluding the Maturity Date or earlier
redemption date contemplated by Section 4 (Redemption) of this Subordinated Note (the “Floating Rate Period”),
at the rate per annum, reset quarterly, equal to the Floating Interest Rate (as defined below) determined on the Floating Interest
Determination Date (as defined below) of the applicable interest period plus 458.0 basis points, computed on the basis of a 360-day
year and the actual number of days elapsed and payable quarterly in arrears (each quarterly period a “Floating Interest
Period”) on January 15, April 15, July 15, and October 15 of each year (each payment date, a “Floating Interest
Payment Date”). Dollar amounts resulting from this calculation shall be rounded to the nearest cent, with one-half cent
being rounded up. The term “Floating Interest Determination Date” means the date upon which the Floating Interest
Rate is determined by the Calculation Agent pursuant to the Three-Month Term SOFR Conventions. Notwithstanding anything to the
contrary, (i) in the event the Three-Month SOFR (as defined below) is less than zero, the Three-Month Term SOFR shall be deemed
to be zero, and (ii) if a Benchmark Transition Event (as defined below) and its related Benchmark Replacement Date (as defined
below) have occurred and the Benchmark Replacement (as defined below) is less than zero, then the Benchmark Replacement shall be
deemed to be zero.






    	 	A-2-3	 



     


    

(a)              
An “Interest Payment Date” is either a Fixed Interest Payment Date or a Floating Interest Payment Date,
as applicable.


(b)              
The “Floating Interest Rate” means:


(xiv)        
initially Three-Month Term SOFR (as defined below).


(xv)          
Notwithstanding the foregoing clause (i) of this Section 2(b):


(1)              
If the Calculation Agent, determines prior to the relevant Floating Interest Determination Date that a Benchmark Transition Event
and its related Benchmark Replacement Date (each of such terms as defined below) have occurred with respect to Three-Month Term
SOFR, then the Company shall promptly provide notice of such determination to the Holders and Section 2(c) (Effect of Benchmark
Transition Event) will thereafter apply to all determinations, calculations and quotations made or obtained for the purposes of
calculating the Floating Interest Rate payable on the Subordinated Notes during a relevant Floating Interest Period.


(2)              
However, if the Calculation Agent, determines that a Benchmark Transition Event and its related Benchmark Replacement Date have
occurred with respect to Three-Month Term SOFR, but for any reason the Benchmark Replacement has not been determined as of the
relevant Floating Interest Determination Date, the Floating Interest Rate for the applicable Floating Interest Period will be equal
to the Floating Interest Rate on the last Floating Interest Determination Date for the Subordinated Notes, as determined by the
Calculation Agent (as defined below).


(xvi)        
If the then-current Benchmark (as defined below) is Three-Month Term SOFR and 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 (as defined below) determined by the Company, then the relevant Three-Month Term SOFR Conventions (as defined
below) will apply.


(c)              
Effect of Benchmark Transition Event.


(xvii)      If the
Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to
the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, the Benchmark
Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating
Interest Period in respect of such determination on such date and all determinations on all subsequent dates.


(xviii)    In connection with
the implementation of a Benchmark Replacement, the Company will have the right to make Benchmark Replacement Conforming Changes
from time to time, and such changes shall become effective without consent from the relevant Holders or any other party.


(xix)        
Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to the benchmark transition
provisions set forth herein, 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 any selection:






    	 	A-2-4	 



     


    

(1)              
will be conclusive and binding absent manifest error;


(2)              
if made by the Company, will be made in the Company’s sole discretion;


(3)              
if made by the Calculation Agent, 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


(4)              
notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreement, shall become effective without consent
from the relevant Holders or any other party.


(xx)          
For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest
payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark
Replacement and the spread specified on the face hereof.


(xxi)        
As used in this Subordinated Note:


(1)              
“Benchmark” means, initially, Three-Month Term SOFR; provided that if 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; provided
that if (a) the Calculation Agent 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 Calculation Agent, as of the Benchmark Replacement Date:


a.                  
The sum of (i) Compounded SOFR and (ii) the Benchmark Replacement Adjustment;


b.                 
the sum of: (i) the alternate rate of interest 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 (ii) the Benchmark Replacement
Adjustment;


c.                  
the sum of: (i) the ISDA Fallback Rate and (ii) the Benchmark Replacement Adjustment;






    	 	A-2-5	 



     


    

d.                 
the sum of: (i) the alternate rate of interest that has been selected by the Company as the replacement for the then-current
Benchmark for the applicable Corresponding Tenor giving due consideration to any industry-accepted rate of interest as a replacement
for the then-current Benchmark for U.S. dollar denominated floating rate notes at such time and (ii) the Benchmark Replacement
Adjustment.


(3)              
“Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined
by the Calculation Agent, as of the Benchmark Replacement Date:


a.                  
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;


b.                 
if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment;


c.                  
the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Company 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 notes at such time.


(4)              
“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical,
administrative or operational changes (including changes to the definition of “Floating Interest Period,” timing
and frequency of determining rates with respect to each Floating Interest Period and making payments of interest, rounding of amounts
or tenors and other administrative matters) that the Company decides may be appropriate to reflect the adoption of such Benchmark
Replacement in a manner substantially consistent with market practice (or, if the Company decides that adoption of any portion
of such market practice is not administratively feasible or if the Company determines that no market practice for use of the Benchmark
Replacement exists, in such other manner as the Company determines is reasonably necessary).


(5)              
“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current
Benchmark:


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


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






    	 	A-2-6	 



     


    

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


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 purposes of such
determination.


(6)              
“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the
then-current Benchmark:


a.                  
if the Benchmark is Three-Month Term SOFR, (i) the Relevant Governmental Body has not selected or recommended a forward-looking
term rate for a tenor of three months based on SOFR, (ii) 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 (iii) the Company determines
that the use of a forward-looking rate for a tenor of three months based on SOFR is not administratively feasible;


b.                 
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;


c.                  
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


d.                 
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.


(7)              
“Calculation Agent” means such bank or other entity (which may be the Company or an affiliate of the Company)
as may be appointed by the Company to act as Calculation Agent for the Subordinated Notes during the Floating Rate Period.


(8)              
“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:






    	 	A-2-7	 



     


    

a.                  
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:


b.                 
if, and to the extent that, the Company or its designee determines that Compounded SOFR cannot be determined in accordance
with clause (a) 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 notes at such time.


For the avoidance of doubt, the calculation
of Compounded SOFR will exclude the Benchmark Replacement Adjustment.


(9)              
“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.


(10)          
“FRBNY” means the Federal Reserve Bank of New York.


(11)          
“FRBNY’s Website” means the website of the FRBNY at http://www.newyorkfed.org, or any successor source.


(12)          
“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.


(13)          
“ISDA” means the International Swaps and Derivatives Association, Inc. or any successor thereto.


(14)          
“ISDA Definitions” means the 2006 ISDA Definitions published by the ISDA 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.


(15)          
“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.


(16)          
“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.


(17)          
“Reference Time” with respect to any determination of a 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.






    	 	A-2-8	 



     


    

(18)          
“Relevant Governmental Body” means the Board of Governors of the Federal Reserve System (the “Federal
Reserve”) and/or the FRBNY, or a committee officially endorsed or convened by the Federal Reserve and/or the FRBNY or
any successor thereto.


(19)          
“SOFR” means the daily Secured Overnight Financing Rate provided by the FRBNY, as the administrator of the benchmark
(or a successor administrator), on the FRBNY’s Website.


(20)          
“Term SOFR” means the forward-looking term rate for the Corresponding Tenor based on SOFR that has been selected
or recommended by the Relevant Governmental Body.


(21)          
“Term SOFR Administrator” means any entity designated by the Relevant Governmental Body as the administrator
of Term SOFR (or a successor administrator).


(22)          
“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 Floating Interest Period, as determined by the Calculation Agent after giving
effect to the Three-Month Term SOFR Conventions.


(23)          
“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 “Floating Interest Period”, timing and frequency of determining Three-Month Term SOFR
with respect to each Floating Interest Period and making payments of interest, rounding of amounts or tenors, and other administrative
matters) that the Company 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 Company decides that adoption of any portion of such market practice is not administratively
feasible or if the Company determines that no market practice for the use of Three-Month Term SOFR exists, in such other manner
as the Company determines is reasonably necessary).


(24)          
“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.


(d)              
In the event that any Fixed Interest Payment Date during the Fixed Rate Period falls on a day that is not a Business Day
(as defined below), the interest payment due on that date shall be postponed to the next day that is a Business Day and no additional
interest shall accrue as a result of that postponement. In the event that any Floating Interest Payment Date during the Floating
Rate Period falls on a day that is not a Business Day (as defined below), the interest payment due on that date shall be postponed
to the next day that is a Business Day and interest shall accrue to but excluding the date interest is paid. However, if the postponement
would cause the day to fall in the next calendar month during the Floating Interest Period, the Floating Interest Payment Date
shall instead be brought forward to the immediately preceding Business Day. The term “Business Day” means any day other
than a Saturday or Sunday or any other day on which banking institutions in the State of New York are generally authorized or required
by law or executive order to be closed.






    	 	A-2-9	 



     


    

The Company will pay interest on this Subordinated
Note to the Person who is the registered Holder at the close of business on the first calendar day of the month in which the Interest
Payment Date occurs, except as provided in Section 210 of the Indenture with respect to Defaulted Interest. This Subordinated Note
will be payable as to principal and interest at the office or agency of the Paying Agent, or, at the option of the Company, payment
of interest may be made by check delivered to the Holder at its address set forth in the Subordinated Note Register or by wire
transfer to an account appropriately designated by the Person entitled to payment; provided, that the Paying Agent will
have received written notice of such account designation at least five Business Days prior to the date of such payment (subject
to surrender of this Subordinated Note in the case of a payment of interest at Maturity).


The Company will
pay interest on this Subordinated Note to the Person who is the registered Holder at the close of business on the first calendar
day of the month in which the Interest Payment Date occurs, except as provided in Section 210 of the Indenture with respect to
Defaulted Interest. This Subordinated Note will be payable as to principal and interest at the office or agency of the Paying Agent,
or, at the option of the Company, payment of interest may be made by check delivered to the Holder at its address set forth in
the Subordinated Note Register or by wire transfer to an account appropriately designated by the Person entitled to payment; provided,
that the Paying Agent will have received written notice of such account designation at least five Business Days prior to the
date of such payment (subject to surrender of this Subordinated Note in the case of a payment of interest at Maturity).


3.                                      Paying
Agent and Registrar. UMB Bank National Association, the Trustee (“Trustee”) under the Indenture, will act as
the initial Paying Agent and Registrar through its offices presently located at 1010 Grand Boulevard, Kansas City, MO 64106.
The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may
act in any such capacity.


 


4.                                    
Subordination. The indebtedness of the Company evidenced by this Subordinated Note, including the principal thereof
and interest thereon, is, to the extent and in the manner set forth in the Indenture, subordinate and junior in right of payment
to obligations of the Company constituting the Senior Indebtedness (as defined in the Indenture) on the terms and subject to the
terms and conditions as provided and set forth in Article XI of the Indenture and will rank pari passu in right of payment with
all other Subordinated Notes. Holder, by the acceptance of this Subordinated Note, agrees to and will be bound by such provisions
of the Indenture and authorizes and directs the Trustee on his behalf to take such actions as may be necessary or appropriate to
effectuate the subordination so provided.


5.                                    
Redemption. The Company may, at any time or from time to time on or after October 15, 2025, redeem this Subordinated
Note, in whole or in part, without premium or penalty, but in all cases in a principal amount with integral multiples of $1,000.
In addition, the Company may redeem all, but not a portion of the Subordinated Notes, at any time upon the occurrence of a Tier
2 Capital Event, Tax Event or an Investment Company Event. Any redemption with respect to this Subordinated Note will be subject
to any required regulatory approvals. This Subordinated Note is not subject to redemption at the option of the Holder. The Redemption
Price with respect to any redemption permitted under this Indenture will be equal to 100% of the principal amount of this Subordinated
Note, or portion thereof, to be redeemed, plus accrued but unpaid interest and Additional Interest, if any, thereon to, but excluding,
the Redemption Date.






    	 	A-2-10	 



     


    

If all or any portion of the Subordinated
Notes ceases to be deemed to be Tier 2 Capital, other than due to the limitation imposed on the capital treatment of subordinated
debt during the five (5) years immediately preceding the Maturity Date of the Subordinated Notes, Company will immediately notify
the Trustee and the Holders, and thereafter Company shall request, subject to the terms hereof, that the Trustee and the Holders
execute and deliver all agreements as reasonably necessary in order to restructure the applicable portions of the obligations evidenced
by the Subordinated Notes to qualify as Tier 2 Capital; provided, however, that the foregoing shall not limit the Company’s
right to redeem the Subordinated Notes upon the occurrence of a Tier 2 Capital Event.


If less than the then outstanding principal
amount of this Subordinated Note is redeemed, (i) a new note shall be issued representing the unredeemed portion without charge
to the Holder thereof and (ii) such redemption shall be effected on a pro rata basis as to the Holder, and if the Subordinated
Notes are represented by Global Subordinated Notes held by DTC and such redemption is processed through DTC, such redemption will
be made on a “Pro Rata Pass-Through Distribution of Principal” basis in accordance with the procedures of DTC. In the
event a pro rata redemption as provided in the preceding sentence is not permitted under applicable law or applicable requirements
of DTC, the Subordinated Notes to be redeemed will be selected by lot or such method as the Trustee will deem fair and appropriate.


6.                  
Events of Default: Acceleration. An “Event of Default” means any one of the events described in Section
401 of the Indenture. If an Event of Default described in Section 401(1) or Section 401(2) of the Indenture occurs, then the principal
amount of all of the Outstanding Subordinated Notes, and accrued and unpaid interest, if any, on all Outstanding Subordinated Notes
will become and be immediately due and payable without any declaration or other act on the part of the Trustee or the Holder, and
the Company waives demand, presentment for payment, notice of nonpayment, notice of protest, and all other notices. Notwithstanding
the foregoing, because the Company will treat the Subordinated Notes as Tier 2 Capital, upon the occurrence of an Event of Default
other than an Event of Default described in Section 401(1) or Section 401(2) of the Indenture, neither the Trustee nor the Holder
may accelerate the Maturity of the Subordinated Notes and make the principal of, and any accrued and unpaid interest on, the Subordinated
Notes, immediately due and payable. If any Event of Default occurs and is continuing, the Trustee may also pursue any other available
remedy to collect the payment of principal of, and interest on, the Subordinated Notes or to enforce the performance of any provision
of the Subordinated Notes or the Indenture.


7.                 
Failure to Make Payments. If the Company fails to make any payment of interest on this Subordinated Note when such
interest becomes due and payable and such default continues for a period of 30 days, or if the Company fails to make any payment
of the principal of this Subordinated Note when such principal becomes due and payable, the Company will, upon demand of the Trustee,
pay to the Trustee, for the benefit of the Holder, the whole amount then due and payable with respect to this Subordinated Note,
with interest upon the overdue principal, any premium and, to the extent permitted by applicable law, upon any overdue installments
of interest at the rate or respective rates, as the case may be, provided for or with respect to this Subordinated Note or, if
no such rate or rates are so provided, at the rate or respective rates, as the case may be, of interest borne by this Subordinated
Note.






    	 	A-2-11	 



     


    

During the continuance of a failure by the Company
to make any required payment of principal of or interest on the Subordinated Notes and during the occurrence of an Event of Default,
until such Event of Default is cured by the Company, the Company may not declare or pay any dividends or distributions on, or redeem,
purchase, acquire, or make a liquidation payment with respect to, any of the Company’s capital stock, make any payment of
principal or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank equal
with or junior to this Subordinated Note, or make any payments under any guarantee that ranks equal with or junior to this Subordinated
Note, other than: (i) any dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase
shares of, any class of Company’s common stock; (ii) any declaration of a dividend in connection with the implementation
of a shareholders’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase
of any such rights pursuant thereto; (iii) as a result of a reclassification of Company’s capital stock or the exchange or
conversion of one class or series of Company’s capital stock for another class or series of Company’s capital stock;
(iv) the purchase of fractional interests in shares of Company’s capital stock in accordance with the conversion or exchange
provisions of such capital stock or the security being converted or exchanged; or (v) purchases of any class of Company’s
common stock related to the issuance of common stock or rights under any of benefit plans for Company’s directors, officers
or employees or any of Company’s dividend reinvestment plans.


 


8.                 
Denominations, Transfer, Exchange. The Subordinated Notes are issuable only in registered form without interest coupons
in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof. The transfer of this Subordinated Note
may be registered and this Subordinated Note may be exchanged as provided in the Indenture, The Registrar may require the Holder,
among other things, to furnish appropriate endorsements and transfer documents and the Company may require the Holder to pay any
taxes and fees required by law or permitted by the Indenture,


9.                 
Charges and Transfer Taxes. No service charge will be made for any registration of transfer or exchange of this Subordinated
Note, or any redemption or repayment of this Subordinated Note, or any conversion or exchange of this Subordinated Note for other
types of securities or property, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other
governmental charges that may be imposed in connection with the transfer or exchange of this Subordinated Note from the Holder
requesting such transfer or exchange.


10.             
Persons Deemed Owners. The Company and the Trustee and any agent of the Company or the Trustee may treat the Person
in whose name this Subordinated Note is registered as the owner hereof for all purposes, whether or not this Subordinated Note
is overdue, and neither the Company, the Trustee nor any such agent will be affected by notice to the contrary.


11.             
Amendments; Waivers. 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 Subordinated Notes at any time
by the Company and the Trustee with the consent of the holders of a majority in principal amount of the then Outstanding Subordinated
Notes. The Indenture also contains provisions permitting the holders of specified percentages in principal amount of the then Outstanding
Subordinated Notes, on behalf of the holders of all Subordinated Notes, to waive certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Subordinated Note will be conclusive and binding upon such
Holder and upon all future holders of this Subordinated Note and of any Subordinated Note 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 Subordinated
Note.






    	 	A-2-12	 



     


    

12.             
No Impairment. No reference herein to the Indenture and no provision of this Subordinated Note or of the Indenture
will alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest (if
any) and Additional Interest on this Subordinated Note at the times, place and rate as herein prescribed,


13.             
Sinking Fund: Convertibility. This Subordinated Note is not entitled to the benefit of any sinking fund. This Subordinated
Note is not convertible into or exchangeable for any of the equity securities, other securities or assets of the Company or any
Subsidiary.


14.             
No Recourse Against Others. No recourse under or upon any obligation, covenant or agreement contained in the Indenture
or in this Subordinated Note, or for any claim based thereon or otherwise in respect thereof, will be had against any past, present
or future shareholder, employee, officer, or director, as such, of the Company or of any predecessor or successor, either directly
or through the Company or any predecessor or successor, under any rule of law, statute or constitutional provision or by the enforcement
of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released
by the acceptance of this Subordinated Note by the Holder and as part of the consideration for the issuance of this Subordinated
Note.


15.             
Authentication. This Subordinated Note will not be valid until authenticated by the manual signature of the Trustee
or an Authenticating Agent


16.             
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in
common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common),
CUST (= custodian), and U/G/M/A (= Uniform Gifts to Minors Act). Additional abbreviations may also be used though not in the above
list.


17.             
Available Information. The Company will furnish to the Holder upon written request and without charge a copy of the
Indenture. Requests by Holder to the Company may be made to: The Community Financial Corporation, 3035 Leonardtown Road, Waldorf,
MD, 20601, Attn: Todd L. Capitani, Executive Vice President and Chief Financial Officer.


18.             
Governing Law. THIS SUBORDINATED NOTE WILL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK
AND WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW
PRINCIPLES THEREOF.


 






    	 	A-2-13	 



     


    

IN WITNESS WHEREOF, the undersigned has caused
this Subordinated Note to be duly executed.


Dated:


	 	THE COMMUNITY FINANCIAL CORPORATION
	 	 
	 	 
	 	 
	 	By: ___________________________________
	 	Name: _________________________________
	 	Title:__________________________________






 


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


This is one of the Subordinated Notes of The Community Financial
Corporation referred to in the within-mentioned Indenture:


UMB BANK NATIONAL ASSOCIATION


as Trustee


 


 


By: _______________________________


Name:_____________________________


Title:______________________________


 


Dated:_____________________________


 


 


 






    	 	A-2-14	 



     


    

ASSIGNMENT FORM


To assign this Subordinated Note, fill in the form below: (I)
or (we) assign and transfer this Subordinated Note to:


 


 





 






(Print or type assignee’s name, address and zip code)


 


 





 






(Insert assignee’s social security or tax I.D. No.)


 


and irrevocably appoint _______________________ agent to transfer this Subordinated Note
on the books of the Company. The agent may substitute another to act for him.


 


	Date: 	 	 	Your signature: 	 
	 	 	 	(Sign exactly as your name appears on the face of this Subordinated Note)	 
	 	 	 	 	 
	 	 	 	Tax Identification No: 	 
	 	 	 	 	 
	Signature Guarantee:	 	 	 	 













(Signatures must be guaranteed by an eligible guarantor institution (banks, stockbroker’s,
savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant
to Exchange Act Rule 17Ad-15).


 


The undersigned certifies that it [is / is not] an Affiliate
of the Company and that, to its knowledge, the proposed transferee [is / is not] an Affiliate of the Company.


In connection with any transfer or exchange of this Subordinated
Note occurring prior to the date that is one year after the later of the date of original issuance of this Subordinated Note and
the last date, if any, on which this Subordinated Note was owned by the Company or any Affiliate of the Company, the undersigned
confirms that this Subordinated Note is being:


CHECK ONE BOX BELOW:


☐(1)acquired for the undersigned’s
own account, without transfer;


☐(2)transferred to the Company;


☐(3)transferred in accordance
and in compliance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”);


☐(4)transferred under an effective
registration statement under the Securities Act;


☐(5)transferred in accordance
with and in compliance with Regulation S under the Securities Act;






    	 	A-2-15	 



     


    

☐(6)transferred to an institutional
“accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) or an “accredited
investor” (as defined in Rule 501(a)(4) under the Securities Act), that has furnished a signed letter containing certain
representation’s and agreements; or


☐(7)transferred in accordance
with another available exemption from the registration requirements of the Securities Act of 1933, as amended.


Unless one of the boxes is checked, the Paying Agent will refuse
to register this Subordinated Note in the name of any person other than the registered Holder thereof; provided, however, that
if box (5), (6) or (7) is checked, the Paying Agent may require, prior to registering any such transfer of this Subordinated Note,
in its sole discretion, such legal opinions, certifications and other information as the Paying Agent may reasonably request to
confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements
of the Securities Act such as the exemption provided by Rule 144 under such Act.


	 	Signature:	 






 








	Signature Guarantee:	 





(Signatures must be guaranteed by an eligible guarantor institution
(banks, stockbroker’s, savings and loan associations and credit unions with membership in an approved signature guarantee
medallion program), pursuant to Exchange Act Rule 17Ad-l5).


TO BE COMPLETED BY PURCHASER IF BOX (1) OR (3) ABOVE IS CHECKED.


The undersigned represents and warrants that it is purchasing
this Subordinated Note for its own account or an account with respect to which it exercises sole investment discretion and that
it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act
of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received
such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such
information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order
to claim the exemption from registration provided by Rule 144A.





	Date: 	 	 	Signature: 	 



 


 


 


A-2-16