Form 8-K

8-K — Burke & Herbert Financial Services Corp.

Accession: 0001104659-26-112339

Filed: 2026-09-30

Period: 2026-09-28

CIK: 0001964333

SIC: 6021 (NATIONAL COMMERCIAL BANKS)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2625875d4_8k.htm (Primary)

EX-1.1 — EXHIBIT 1.1 (tm2625875d4_ex1-1.htm)

EX-4.1 — EXHIBIT 4.1 (tm2625875d4_ex4-1.htm)

EX-4.2 — EXHIBIT 4.2 (tm2625875d4_ex4-2.htm)

EX-5.1 — EXHIBIT 5.1 (tm2625875d4_ex5-1.htm)

EX-99.1 — EXHIBIT 99.1 (tm2625875d4_ex99-1.htm)

GRAPHIC (tm2625875d4_ex5x1x01.jpg)

GRAPHIC (tm2625875d4_ex99-1img001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2625875d4_8k.htm · Sequence: 1

false

0001964333

2026-09-28

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

September 28, 2026

Date of Report (date of earliest event reported)

Burke & Herbert Financial Services Corp.

(Exact name of registrant as specified in its

charter)

Virginia

001-41633

92-0289417

(State or other jurisdiction

(Commission

(I.R.S. Employer

of incorporation)

File Number)

Identification No.)

100 S. Fairfax Street

Alexandria, VA 22314

(Address of principal executive offices and

zip code)

(703) 666-3555

(Registrant’s telephone number, including

area code)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.50

BHRB

The

Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 1.01 Entry into a Material Definitive Agreement.

September 30, 2026, Burke & Herbert Financial Services Corp. (“we”, “us” or the

“Company”), completed its previously announced underwritten public offering (the “Offering”) of $100,000,000

aggregate principal amount of its 7.00% Fixed-to-Floating Rate Subordinated Notes due 2036 (the “Notes”). The Notes are

offered pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-283261), as amended (including

base prospectus, the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities

Act”), which was filed with the Securities and Exchange Commission (the “SEC”) and subsequently declared effective

on December 11, 2024, and were offered to the public pursuant to the prospectus supplement, dated September 28, 2026,

which is contained in and forms a part of the Registration Statement.

connection with the Offering, the Company entered into an underwriting agreement, dated as of September 28, 2026 (the

“Underwriting Agreement”) with Keefe, Bruyette & Woods, Inc., as sole underwriter, with respect to

the offer and sale of the Notes at a public offering price equal to 100.00% of the aggregate principal amount of the Notes. The

Underwriting Agreement contains customary representations, warranties and agreements of the Company, and customary conditions to

closing, obligations of the parties and termination provisions. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to

this Current Report on Form 8-K and is incorporated herein by reference.

The Company intends to use

the net proceeds from this offering, plus cash on hand: (i) to repay $4.5 million aggregate principal amount of its outstanding 6.875%

Subordinated Note, which matures on April 1, 2028 (the “2028 Note”), $18.1 million aggregate principal amount of its

outstanding 6.00% Fixed-to-Floating Rate Subordinated Notes, which currently bear interest at the Three-Month Term SOFR plus 590 basis

points and mature on July 1, 2030 (the “July 2030 Notes”), and $20.0 million aggregate principal amount of its outstanding

5.00% Fixed-to-Floating Rate Subordinated Notes, which currently bear interest at the Three-Month Term SOFR plus 475 basis points and

mature on October 1, 2030, plus, in each case, accrued and unpaid interest, (ii) to potentially repay all or part of its outstanding

$75.0 million aggregate principal amount of 3.25% Fixed-to-Floating Rate Subordinated Notes, which currently bear interest at the fixed

rate of 3.25% per year and mature on December 1, 2031, plus accrued and unpaid interest, (iii) to potentially redeem all or

part of its outstanding $15.0 million aggregate liquidation preference of 2021 Preferred Stock, which has dividends payable in arrears,

when, as and if authorized and declared by the board of directors of the Company out of legally available funds, on a non-cumulative basis

at the $10,000 per share purchase price, at an annual rate equal to 6.00% and (iv) for general corporate purposes, including providing

capital to Burke & Herbert Bank & Trust Company (the “Bank”) to support its growth. A conditional notice

of redemption was delivered to the holders of the Company’s July 2030 Notes with respect to the redemption of all of the outstanding

principal amount of such notes. A notice of prepayment was delivered to the holder of the 2028 Note but is not contingent on this offering

of the Notes.

The Notes were issued pursuant

to a Subordinated Indenture, dated as of September 30, 2026 (the “Base Indenture”), by and between the Company and Wilmington

Trust, National Association, as trustee (in such capacity, the “Trustee”), as supplemented by a First Supplemental Indenture

thereto, dated as of September 30, 2026 (the “First Supplemental Indenture”), between the Company and the Trustee. The

Notes are subordinated, unsecured obligations of the Company and: (i) rank junior to all of the Company's existing and future senior

debt; (ii) rank equal in right of payment with any of the Company’s existing and future subordinated indebtedness; (iii) will

rank senior to our obligations relating to any outstanding junior subordinated debt securities issued to our capital trust subsidiaries;

(iv) are effectively subordinate to the Company's secured indebtedness to the extent of the value of the collateral securing such

indebtedness; and (v) are structurally subordinated to any existing and future obligations of the Company’s subsidiaries, including

deposit liabilities and claims of other creditors of the Bank.

The Notes will bear interest

from and including September 30, 2026 to, but excluding, October 1, 2031 at a fixed rate of 7.00% per annum, payable semi-annually

in arrears on April 1 and October 1 of each year, commencing on April 1, 2027. From and including October 1, 2031

to, but excluding, October 1, 2036 (unless redeemed prior to such date), the Notes will bear interest at a floating rate per annum

equal to a benchmark rate (reset quarterly) (which is expected to be Three-Month Term SOFR) plus 222 basis points, payable quarterly in

arrears on January 1, April 1, July 1 and October 1 of each year, commencing on January 1, 2032. Notwithstanding

the foregoing, if the benchmark is less than zero, the benchmark will be deemed to be zero. The Notes will mature on October 1, 2036,

unless earlier redeemed.

The Notes may be redeemed

at our option, beginning on October 1, 2031, and on any interest payment date thereafter, in whole or in part, at a redemption price

equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the date of redemption.

Any partial redemption will be made in accordance with the applicable procedures of The Depository Trust Company.

The foregoing summaries of

the Underwriting Agreement, Base Indenture, the First Supplemental Indenture and the Notes, respectively, are not complete and are each

qualified in their entirety by reference to the complete text of the respective documents (or, in the case of the Notes, the form thereof),

which are attached as Exhibits 1.1, 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K and incorporated herein by

reference in their entirety. Troutman Pepper Locke LLP provided the Company with the legal opinion attached hereto as Exhibit 5.1

regarding the legality of the Notes.

Item 7.01 Regulation FD Disclosure.

On September 28, 2026,

the Company issued a press release announcing the pricing for the Offering. A copy of the press release is furnished as Exhibit 99.1

to this Current Report on Form 8-K and is incorporated herein solely for informational purposes.

The information in this Current

Report on Form 8-K under this Item 7.01, including in Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K

and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other

filing under the Securities Act or the Exchange Act.

Item 9.01 Financial Statements and Other Exhibits.

(d) The following exhibits are being filed herewith:

Exhibit No.

Description

1.1

Underwriting

Agreement, dated September 28, 2026, between Burke & Herbert Financial Services Corp. and Keefe, Bruyette &

Woods, Inc.

4.1

Indenture, dated September 30, 2026, between Burke & Herbert Financial Services Corp. and Wilmington Trust, National Association, as trustee

4.2

First Supplemental Indenture, dated September 30, 2026, between Burke & Herbert Financial Services Corp. and Wilmington Trust, National Association, as trustee

4.3

Form of 7.00% Fixed-to-Floating Rate Subordinated Note due 2036 (included in Exhibit 4.2)

5.1

Opinion of Troutman Pepper Locke LLP

23.1

Consent of Troutman Pepper Locke LLP (included in Exhibit 5.1)

99.1

Press Release, dated September 28, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward-Looking Statements

This report and certain other

communications by the Company contain statements that constitute “forward-looking statements” within the meaning of, and subject

to the protections of, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such

statements, including but not limited to those regarding the offering and the use of proceeds therefrom, are based on currently available

information and are subject to various risks and uncertainties that could cause actual results to differ materially from the Company’s

present expectations. These risks and uncertainties include, but are not limited to, market conditions affecting the offering. Undue reliance

should not be placed on such forward-looking statements, as such statements speak only as of the date on which they are made and the Company

undertakes no obligation to update such statements. Additional information regarding these and other risks is contained in the Company’s

filings with the SEC.

SIGNATURE

Pursuant to the requirements of the Securities

Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly

authorized.

Burke & Herbert Financial Services Corp.

Date: September 30, 2026

By:

/s/ Kirtan Parikh

Name:

Kirtan Parikh

Title:

Executive Vice President, CFO

EX-1.1 — EXHIBIT 1.1

EX-1.1

Filename: tm2625875d4_ex1-1.htm · Sequence: 2

Exhibit 1.1

$100,000,000

7.00% FIXED-TO-FLOATING RATE SUBORDINATED NOTES

DUE 2036

BURKE & HERBERT FINANCIAL SERVICES

CORP.

UNDERWRITING AGREEMENT

September 28,

2026

KEEFE, BRUYETTE & WOODS, INC.

c/o KEEFE, BRUYETTE & WOODS, INC.

The Equitable Building

787 Seventh Avenue, 4th Floor

New York, NY 10019

Ladies and Gentlemen:

Burke &

Herbert Financial Services Corp., a Virginia corporation (the “Company”), confirms its agreement (the “Agreement”)

with Keefe, Bruyette & Woods, Inc. (“KBW”), as the sole underwriter, with respect to the issue and sale

by the Company and the purchase by KBW of $100,000,000 aggregate principal amount of its 7.00% Fixed-to-Floating Rate Subordinated Notes

due October 1, 2036 (the “Securities”). The Securities will be issued in book-entry only form to Cede &

Co. as nominee of The Depository Trust Company (“DTC”) pursuant to the Letter of Representations, to be dated as of

the Closing Time (as defined in SECTION 2 hereof), between the Company and DTC.

The

Securities will be issued pursuant to the Subordinated Indenture between the Company and Wilmington Trust, National Association, as Trustee

(the “Trustee”), to be dated as of September 30, 2026, as supplemented by a supplemental indenture thereto

to be dated as of September 30, 2026, between the Company and the Trustee (collectively, the “Indenture”). The

Indenture and this Agreement are hereinafter referred to collectively as the “Operative Documents.”

The

Company has prepared and filed with the United States Securities and Exchange Commission (the “Commission”)

a registration statement on Form S-3 (File No. 333-283261), which includes the form of prospectus covering the public offering

and sale of certain securities of the Company, including the Securities, under the Securities Act (as defined below) and which registration

statement became effective on December 11, 2024. Such registration statement, as of any time, means such registration statement as

amended by any post-effective amendment thereto at such time, including the exhibits and any schedules thereto at such time, and including

the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 and

any post-effective amendment, prospectus supplement or other documents otherwise deemed to be a part thereof as of such time pursuant

to Rule 430B (“Rule 430B”) under the rules and regulations of the Commission under the Securities Act

of 1933 (the “Securities Act,” and such rules and regulations promulgated thereunder being referred to as the

“Securities Act Regulations”), and is referred to herein as the “Registration Statement.” The form

of prospectus appearing in the Registration Statement at the time of its initial effectiveness and including the documents incorporated

by reference therein is hereinafter called the “Base Prospectus.” Each preliminary prospectus supplement and the Base

Prospectus used in connection with the offering of the Securities, in the form of which has been or will be filed with the Commission

pursuant to Rule 424(b) under the Securities Act Regulations (“Rule 424(b)”), including the documents

incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 immediately prior to the time

of its first use, are collectively referred to herein as a “preliminary prospectus.” Promptly after execution and delivery

of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement relating to the Securities in accordance

with the provisions of Rule 424(b). The final prospectus supplement and the Base Prospectus, in the form first furnished to KBW for

use in connection with the offering and sale of the Securities, including the documents incorporated or deemed to be incorporated by reference

therein pursuant to Item 12 of Form S-3 immediately prior to the Applicable Time (as defined below), are collectively referred

to herein as the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Base

Prospectus, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include

the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (or any successor system)

(“EDGAR”).

As used in this Agreement:

“Applicable Time” means 2:00

p.m., New York City time, on September 28, 2026, or such other time as agreed by the Company and KBW.

“Issuer

Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 under the Securities

Act Regulations (“Rule 433”), including, without limitation, any “free writing prospectus” (as defined

in Rule 405) relating to the Securities that is (i) required to be filed with the Commission by the Company, (ii) a “road

show that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the

Commission, or (iii) exempt from filing with the Commission pursuant to Rule 433(d)(5)(i) because it contains a description

of the Securities or of the offering thereof that does not reflect the final terms, in each case in the form filed or required to be filed

with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).

“Issuer

General Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to investors,

as evidenced by its being specified in Schedule I hereto.

“Statutory

Prospectus” as of any time means the applicable prospectus relating to the Securities that is, immediately prior to that time,

either included in the Registration Statement or deemed to be a part thereof, including any document incorporated therein by reference

immediately prior to that time and any preliminary prospectus deemed to be a part thereof.

All

references in this Agreement to financial statements and schedules and other information which is “contained,” “included”

or “stated” (or other references of like import) in the Registration Statement, the Disclosure Package, any preliminary prospectus

or the Prospectus shall be deemed to include all such financial statements and schedules and other information incorporated or deemed

to be incorporated by reference in the Registration Statement, the Disclosure Package, any preliminary prospectus or the Prospectus, as

the case may be, prior to the Applicable Time; and all references in this Agreement to amendments or supplements to the Registration Statement,

the Disclosure Package, any preliminary prospectus or the Prospectus shall be deemed to include the filing of any document under the Securities

Exchange Act of 1934 (the “Exchange Act”), and the rules and regulations promulgated thereunder (the “Exchange

Act Regulations”) incorporated or deemed to be incorporated by reference in the Registration Statement, the Disclosure Package,

such preliminary prospectus or the Prospectus, as the case may be, at or after the Applicable Time.

The Company confirms as follows with KBW.

Section 1.          Representations

and Warranties.

The Company represents and warrants to KBW at the

Applicable Time and at the Closing Time (as defined below), and agrees with KBW, as follows:

(a)            Well-Known

Seasoned Issuer. At the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under

the Securities Act Regulations) made any offer relating to the Securities in reliance on the exemption of Rule 163 under the Securities

Act Regulations (“Rule 163”) and at the Applicable Time, the Company was and is a “well-known seasoned

issuer,” as defined in Rule 405 under the Securities Act Regulations (“Rule 405”), including not having

been and not being an “ineligible issuer” (as defined in Rule 405). At the earliest time that the Company or another

offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act Regulations)

of the Securities, the Company was not nor is an “ineligible issuer” (as defined in Rule 405).

(b)            Compliance

of the Registration Statement, the Prospectus and Incorporated Documents. At the time the Registration Statement and any post-effective

amendments thereto were filed with the Commission and at the time hereof, the Company met the requirements for use of Form S-3 under

the Securities Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has

been issued under the Securities Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any

amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to

the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information.

The Company meets the requirements under the Securities Act specified in the Financial Industry Regulatory Authority, Inc. (“FINRA”)

Conduct Rule 5110(b)(7)(C)(i).

Each

of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness, at the Closing Time and as of

each deemed effective date with respect to KBW pursuant to paragraph (f)(2) of Rule 430B, complied, in all material respects,

with the requirements of the Securities Act, the Securities Act Regulations and the Trust Indenture Act of 1939, as amended (the “TIA”),

and the rules and regulations of the Commission under the TIA (the “TIA Regulations”). Each preliminary prospectus,

the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, complied, in all material respects,

with the requirements of the Securities Act, the Securities Act Regulations, the TIA and the TIA Regulations, and are identical to the

electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

The documents incorporated or deemed to be incorporated

by reference in the Registration Statement, the Disclosure Package and the Prospectus, when they became effective or at the time they

were or hereafter are filed with the Commission, complied and will comply, in all material respects, with the requirements of the Exchange

Act and the Exchange Act Regulations.

Disclosure. Neither the Registration Statement nor any post-effective amendment thereto, at its effective time or at the Closing Time

(as defined below), contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state

a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, any

Issuer General Use Free Writing Prospectus and the Statutory Prospectus, when considered together (collectively, as of the Applicable

Time, the “Disclosure Package”), did not, does not and will not include an untrue statement of a material fact or omit

to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,

not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date or at the Closing Time, included,

includes or will include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements

therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated

by reference in the Registration Statement, the Disclosure Package and the Prospectus, at the time the Registration Statement became effective

or when such incorporated documents were filed with the Commission, as the case may be, when read together with the other information

in the Registration Statement, the Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an

untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements

therein not misleading. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration

Statement, the Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement, which are not described

or filed as required. There are no business relationships or related person transactions involving the Company or any subsidiary or any

other person required to be described in the Registration Statement, the Disclosure Package and the Prospectus that have not been described

as required.

The

representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or any

amendment thereto or the Disclosure Package or the Prospectus or any amendment or supplement thereto made in reliance upon and in conformity

with written information furnished to the Company by KBW expressly for use therein. For purposes of this Agreement, the only information

so furnished shall consist of the following: the discount information appearing in the Prospectus under the heading “Underwriting”

and the information relating to stabilizing transactions, syndicate covering transactions and penalty bids in the first paragraph under

the caption “Underwriting—Price Stabilization, Short Positions” in each of the preliminary prospectus and the Prospectus

(collectively, the “KBW Information”).

(d)            Issuer

Free Writing Prospectuses. No Issuer Free Writing Prospectus conflicts or will conflict with the information contained in the Registration

Statement, any preliminary prospectus or the Prospectus, including any document incorporated by reference therein, that has not been superseded

or modified.

(e)            Independent

Accountants. (A) Crowe LLP (“Crowe”), which has certified certain financial statements and supporting schedules

of the Company included in the Registration Statement and the Prospectus, is (i) an independent registered public accounting firm

with respect to the Company as required by the Securities Act, the Securities Act Regulations, the Exchange Act, the Exchange Act Regulations

and the Public Company Accounting Oversight Board (the “PCAOB”), whose registration has not been superseded or revoked

and which has not requested that such registration be withdrawn, and (ii) not in violation, and has not been in violation, of the

auditor independence requirements of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and the rules and

regulations of the Commission during any period in which Crowe has served as the Company’s independent registered public accounting

firm; and (B) S.R. Snodgrass, P.C. (“Snodgrass”), which has certified certain financial statements and supporting

schedules of LINKBANCORP, Inc., a Pennsylvania corporation (“LINKBANCORP”), included in the Registration Statement

and the Prospectus, was (i) an independent registered public accounting firm with respect to LINKBANCORP as required by the Securities

Act, the Securities Act Regulations, the Exchange Act, the Exchange Act Regulations and the PCAOB, whose registration has not been superseded

or revoked and which has not requested that such registration be withdrawn, and (ii) not in violation, and has not been in violation,

of the auditor independence requirements of the Sarbanes-Oxley Act and the rules and regulations of the Commission during any period

in which Snodgrass served as LINKBANCORP’s independent registered public accounting firm.

(f)            Financial

Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated subsidiaries included in the

Registration Statement, the Disclosure Package and the Prospectus, together with the related schedules and notes, comply with the requirements

of the Securities Act and present fairly, in all material respects, the financial position of the Company and its consolidated subsidiaries.

The financial statements of the Company and its consolidated subsidiaries, at the dates indicated, have been prepared in conformity with

U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved.

The supporting schedules, if any, present fairly, in all material respects, in accordance with GAAP the information required to be stated

therein. To the extent applicable, all disclosures contained in the Registration Statement, the Disclosure Package or the Prospectus,

if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission)

comply with Regulation G under the Exchange Act and Item 10(e) of Regulation S-K under the Securities Act, in all

material respects.

(g)            Interactive

Data. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement,

the Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in

accordance with the requirements of the Securities Act and the Commission’s rules and guidelines applicable thereto.

(h)            No

Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the

Disclosure Package and the Prospectus, except as otherwise stated therein, (i) there has been no material adverse effect, or

any development that could be expected to result in a material adverse effect, (A) on the general affairs, condition (financial or

otherwise), business, properties, prospects, management, financial position, shareholders’ equity, assets, liabilities or results

of operations of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business

or (B) in the ability of the Company to perform its obligations under, and to consummate the transactions contemplated by, this Agreement

(each of (A) and (B) a “Material Adverse Effect”), (ii) there has not been any change in the capital

stock or long-term debt or any material changes in short-term debt of the Company or any of the subsidiaries, (iii) there have been

no transactions entered into by, and no obligations or liabilities, contingent or otherwise, incurred by the Company or any of the subsidiaries,

whether or not in the ordinary course of business, which are material to the Company and the subsidiaries, considered as one enterprise,

(iv) the Company has not purchased any of its outstanding capital stock and there has been no dividend or distribution of any kind

declared, paid or made by the Company on any class of its capital stock, other than regular quarterly cash dividends on the Company’s

common stock and regular quarterly dividends on the Company’s preferred stock and (v) there has been no material loss or interference

with the Company’s business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor

dispute or court or governmental action, order or decree.

(i)             Good

Standing of the Company. The Company has been duly organized and is validly existing as a corporation in good standing under the laws

of the Commonwealth of Virginia and has corporate power and authority to own, lease and operate its properties and to conduct its business

as described in the Registration Statement, the Disclosure Package and the Prospectus and to enter into and perform its obligations under

this Agreement; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each other

jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business,

except where the failure to so qualify or to be in good standing could not result in a Material Adverse Effect.

(j)             Good

Standing of Subsidiaries. Burke & Herbert Bank & Trust Company (the “Bank”) is a bank chartered

under the laws of the Commonwealth of Virginia, and the charter of the Bank is in full force and effect. Each “significant subsidiary”

of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Significant Subsidiary”

and, collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing as a corporation

or other organization in good standing under the laws of the jurisdiction of its incorporation, formation or organization, has the requisite

corporate or organizational power and authority to own, lease and operate its properties and to conduct its business as described in the

Registration Statement, the Disclosure Package and the Prospectus and is duly qualified as a foreign corporation or other business entity

to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership

or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing could not result in

a Material Adverse Effect. All of the issued and outstanding shares of capital stock or other equity interests of each subsidiary of the

Company have been duly authorized and validly issued and are fully paid and non-assessable, as applicable, and are owned by the Company,

directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equitable right;

none of the outstanding shares of capital stock or other equity interests of any subsidiary of the Company was issued in violation of

the preemptive or similar rights of any securityholder of such subsidiary arising by operation of law, or under the articles of incorporation,

bylaws or other organizational documents of the Company or any subsidiary or under any agreement to which the Company or any subsidiary

is a party. The only Significant Subsidiary of the Company is the Bank.

(k)            Capitalization.

The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Disclosure Package

and the Prospectus (except for subsequent issuances, if any, pursuant to reservations, agreements or employee benefit plans referred to

in the Registration Statement, the Disclosure Package and the Prospectus or pursuant to the exercise of convertible securities or options

referred to in the Registration Statement, the Disclosure Package and the Prospectus). All issued and outstanding shares of Common Stock

have been duly authorized and validly issued and are fully paid and non-assessable; none of the outstanding shares of Common Stock were

issued in violation of the preemptive rights, rights of first refusal or other similar rights of any securityholder of the Company arising

by operation of law, or under the articles of incorporation, bylaws or other organizational documents of the Company or any subsidiary

or under any agreement to which the Company or any subsidiary is a party.

(l)            Authorization

of Agreement. The Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations

hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and

the consummation by it of the transactions contemplated hereby has been duly and validly taken. This Agreement has been duly authorized,

executed and delivered by the Company.

(m)            Authorization

of Indenture. The Indenture has been duly authorized by the Company and, when executed and delivered by the Company, the Indenture

will constitute a valid, legal and binding agreement of the Company, enforceable against the Company in accordance with its terms, except

to the extent that enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance

or other similar laws now or hereafter in effect relating to creditors’ rights generally, (ii) general principles of equity

(regardless of whether enforceability is considered in a proceeding at law or in equity) and (iii) with respect to the rights to

indemnity or contribution, including, but not limited to, indemnification and contribution provisions set forth in this Agreement, federal

or state securities law or the public policy underlying such laws (collectively, the “Enforceability Exceptions”).

(n)            Authorization

of Securities. The Securities have been duly authorized by the Company and, at the Closing Time, will have been duly executed by the

Company and, when authenticated in the manner provided for in the Indenture and delivered by the Company against payment therefor as described

in the Prospectus or as contemplated in the Indenture, will constitute valid, legal and binding obligations of the Company, enforceable

against the Company in accordance with their terms, except to the extent that enforceability may be limited by the Enforceability Exceptions;

the Securities will be in the form contemplated by, and will be entitled to the benefits of, the Indenture.

(o)            Descriptions

of Securities. The Securities will conform, in all material respects, to all statements relating thereto contained in the Registration

Statement, the Prospectus and the Disclosure Package.

(p)            Qualification

under the TIA. At the Closing Time, the Indenture will have been duly qualified with respect to the Securities under the TIA.

(q)            Registration

Rights. There are no contracts, agreements or understandings between the Company and any person granting such person registration

rights or other similar rights to have any securities registered for resale pursuant to the Registration Statement or otherwise registered

by the Company under the Securities Act.

(r)            Absence

of Defaults and Conflicts. The Company is not in violation of its Articles of Incorporation, as amended (the “Charter”),

or Amended and Restated Bylaws (the “Bylaws”); no subsidiary of the Company is in violation of its charter, bylaws

or other organizational documents and neither the Company nor any of its subsidiaries is in default in the performance or observance of

any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement,

note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them

may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “Agreements

and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator

or governmental or regulatory authority, except in all cases for such violations or defaults that would not reasonably be expected to,

individually or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance of the Operative Documents

and the Securities by the Company, the issuance, sale and delivery of the Securities, the consummation of the transactions contemplated

by the Operative Documents and the Securities and in the Registration Statement, the Prospectus and the Disclosure Package (including

the use of proceeds from the sale of the Securities), and compliance by the Company with the terms of the Operative Documents and the

Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of

notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or

result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant

to, the Agreements and Instruments (except for such conflicts, breaches, defaults, Repayment Events or liens, charges or encumbrances

that would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect); nor will such action

result in any violation of the provisions of the Charter or Bylaws of the Company or the charter, bylaws or other organizational document

of any subsidiary of the Company; nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment,

order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company

or any subsidiary or any of their assets, properties or operations (except for such violations that would not reasonably be expected to,

individually or in the aggregate, result in a Material Adverse Effect). As used herein, a “Repayment Event” means any

event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s

behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

(s)            Absence

of Labor Dispute. No labor dispute with the employees of the Company or any subsidiary exists or, to the knowledge of the Company,

is imminent. The Company is not aware of any existing or imminent labor disturbance by the employees of any of its or any subsidiary’s

principal suppliers, manufacturers, customers or contractors, which, in either case, would reasonably be expected to, individually or

in the aggregate, result in a Material Adverse Effect.

(t)            Absence

of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency

or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the Company or any subsidiary,

which is required to be disclosed in the Registration Statement (other than as disclosed therein), or which, if determined adversely to

the Company or any subsidiary, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect,

or which would materially and adversely affect the consummation of the transactions contemplated by the Operative Documents and the Securities

or the performance by the Company of its obligations hereunder and thereunder. There are no legal or governmental proceedings to which

the Company or any subsidiary is a party or of which any of their respective property or assets is the subject, including ordinary routine

litigation incidental to the business, which would, in the aggregate, reasonably be expected to have a Material Adverse Effect.

(u)            Bank

Holding Company Act. The Company has been duly registered as, and meets in all material respects the applicable requirements for qualification

as, a bank holding company and has elected to be treated as a financial holding company under the applicable provisions of the Bank Holding

Company Act of 1956, as amended. The activities of the subsidiaries are permitted for subsidiaries of a financial holding company under

applicable law and the rules and regulations of the Federal Reserve set forth in Title 12 of the Code of Federal Regulations.

The Company is “well capitalized” as that term is defined in 12 CFR part 225.

(v)            Compliance

with Bank Regulatory Authorities. The Company and each of its subsidiaries are in compliance in all material respects with all applicable

laws, rules and regulations (including, without limitation, all applicable regulations and orders) of, or agreements with, the Board

of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation (the “FDIC”), and the Bureau

of Financial Institutions of the Virginia State Corporation Commission (the “Bureau”), as applicable (collectively,

the “Bank Regulatory Authorities”), the Equal Credit Opportunity Act, the Fair Housing Act, the Truth in Lending Act,

the Community Reinvestment Act (the “CRA”), the Home Mortgage Disclosure Act, the Bank Secrecy Act and Title III

of the USA PATRIOT Act (or otherwise known as “Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept

and Obstruct Terrorism Act of 2001”), to the extent such laws or regulations apply to the Company or the Bank, as applicable.

The Company and the Bank have no knowledge of any facts and circumstances, and have no reason to believe that any facts or circumstances

exist, that could cause the Bank (A) to be deemed not to be in satisfactory compliance with the CRA and the regulations promulgated

thereunder or to be assigned a CRA rating by federal or state banking regulators of lower than “satisfactory,” or (B) to

be deemed to be operating in violation, in any material respect, of the Bank Secrecy Act of 1970 (or otherwise known as the “Currency

and Foreign Transactions Reporting Act”), the USA PATRIOT Act or any order issued with respect to the Anti-Money Laundering

Laws (as defined below). The Bank is “well capitalized” under the FDIC’s regulatory framework for prompt corrective

action. The Bank has been duly chartered, is validly existing under the laws of the Commonwealth of Virginia and holds the requisite authority

to do business as a state-chartered bank with banking powers under the laws of the Commonwealth of Virginia. The Bank is the only depository

institution subsidiary of the Company and the Bank is a member in good standing of the Federal Home Loan Bank System. The activities of

the Bank are permitted under the laws and regulations of the Commonwealth of Virginia. Since December 31, 2022, each of the Company,

the Bank and each of their subsidiaries have filed all material reports, registrations and statements, together with any required amendments

thereto, that each was required to file with the Federal Reserve, the FDIC, the Bureau and any other applicable federal or state banking

authorities. All such reports and statements filed with any such regulatory body or authority are collectively referred to herein as the

“Company Reports.” As of their respective dates, the Company Reports complied as to form in all material respects with

all applicable rules and regulations promulgated by the Federal Reserve, the FDIC, the Bureau and any other applicable federal or

state banking authorities, as the case may be.

(w)            Regulatory

Enforcement Matters. None of the Company, the Bank or any of their respective subsidiaries is a party or subject to any formal or

informal agreement, memorandum of understanding, consent decree, directive, cease-and-desist order, order of prohibition or suspension,

written commitment, supervisory agreement or other written statement as described under 12 U.S.C. § 1818(u) with, or order

issued by, or has adopted any board resolutions at the request of, the Federal Reserve, the FDIC, the Bureau or any other bank regulatory

authority that restricts materially the conduct of its business, or in any manner relates to its capital adequacy, its credit policies

or its management, nor have any of them been advised by any Bank Regulatory Authority that it is contemplating issuing or requesting (or

is considering the appropriateness of issuing or requesting) any such order, decree, agreement, memorandum of understanding, extraordinary

supervisory letter, commitment letter or similar submission, where such order, decree, agreement, memorandum of understanding, extraordinary

supervisory letter, commitment letter or similar submission would reasonably be expected to result in a Material Adverse Effect. There

is no unresolved violation, criticism or exception by any Bank Regulatory Authority with respect to any examination of the Company, the

Bank or any of the Company’s other subsidiaries, which would reasonably be expected to result in a Material Adverse Effect.

(x)            Accuracy

of Exhibits. There are no contracts or documents which are required to be described in the Registration Statement, the Disclosure

Package, the Prospectus or the documents incorporated by reference therein or to be filed as exhibits thereto which have not been so described

and filed as required.

(y)            Absence

of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree

of, any court or governmental agency or body is necessary or required for the performance by the Company of its obligations under the

Operative Documents or the Securities, or the consummation of the transactions contemplated thereunder, except such as have been already

obtained or as may be required under the Securities Act, the Securities Act Regulations, the Exchange Act, the Exchange Act Regulations,

the rules of Nasdaq, the securities laws of any state or non-U.S. jurisdiction or the rules of FINRA. All of the information

provided to KBW or to counsel for KBW by the Company, its counsel, its officers and directors and the holders of any securities (debt

or equity) or options to acquire any securities of the Company in connection with the offering of the Securities and for the purpose of

compliance with the rules of FINRA is true, complete and correct in all material respects, and any letters, filings or other supplemental

information provided to FINRA pursuant to FINRA Rules or National Association of Securities Dealers Conduct Rules are true,

complete and correct in all material respects.

(z)            Possession

of Licenses and Permits. The Company and its subsidiaries possess such permits, licenses, approvals, registrations, memberships, consents

and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or

foreign regulatory agencies or bodies necessary to conduct the business now operated by them; the Company and its subsidiaries are in

compliance with the terms and conditions of all such Governmental Licenses, except where the failure to so comply could not, individually

or in the aggregate, have a Material Adverse Effect and no event has occurred that allows, or after notice or lapse of time would allow,

revocation or termination of any such Governmental License or result in any other material impairment of the rights of any such Governmental

License; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental License

or the failure of such Governmental License to be in full force and effect would not reasonably be expected to have a Material Adverse

Effect; and neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification

of any such Governmental Licenses which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding,

would reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its subsidiaries has failed to file with

applicable regulatory authorities any material statement, report, information or form required by any applicable law, regulation or order,

except where such failure to be so in compliance would not reasonably be expected to, individually or in the aggregate, have a Material

Adverse Effect, all such filings were in material compliance with applicable laws when filed and no material deficiencies have been asserted

by any regulatory commission, agency or authority with respect to any such filings or submissions.

(aa)          Conduct

of Business. Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, each of the

Company and the Bank is conducting its business in compliance with all laws, rules, regulations, decisions, directives and orders, and

all regulations and orders of, or agreements with, any court or governmental agency or body applicable to it, except where failure to

so comply would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.

(bb)          Title

to Property. The Company and its subsidiaries have good and marketable title in fee simple to all real property owned by the Company

and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens,

security interests, claims, restrictions or encumbrances of any kind except such as (i) are described in the Registration Statement,

the Disclosure Package and the Prospectus or (ii) do not materially affect the value of such property and do not interfere with the

use made and proposed to be made of such property by the Company or any subsidiary. All of the leases and subleases material to the business

of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties

described in the Registration Statement, the Disclosure Package and the Prospectus, are in full force and effect and are held under valid,

subsisting and enforceable leases, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has

been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or

affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises

under any such lease or sublease.

(cc)          Possession

of Intellectual Property. The Company and its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent

rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential

information, systems or procedures and excluding generally commercially available “off the shelf” software programs licensed

pursuant to shrink wrap or “click and accept” licenses), systems, technology, trademarks, service marks, trade names or other

intellectual property (collectively, “Intellectual Property”) reasonably necessary to carry on the business now operated

by them, and neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict

with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would reasonably be expected

to render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its subsidiaries therein, except

where the failure to possess such Intellectual Property or where such infringement or conflict (if the subject of an unfavorable ruling

or finding) or invalidity or inadequacy, individually or in the aggregate, would not result in a Material Adverse Effect.

(dd)          Environmental

Laws. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) neither

the Company nor any of its subsidiaries is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance,

code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative

order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation,

ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations

relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances,

petroleum or petroleum products, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to

the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively,

“Environmental Laws”), (ii) the Company and its subsidiaries have all permits, authorizations and approvals required

under any applicable Environmental Laws and are each in compliance with their requirements, (iii) there are no pending or, to the

Company’s knowledge, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices

of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company or any of its subsidiaries

and (iv) to the Company’s knowledge, there are no events or circumstances that could result in forming the basis of an order

for clean-up or remediation, or a suit, action or proceeding by any private party or governmental body or agency, against or affecting

the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws.

(ee)          ERISA.

Each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended,

and the regulations and published interpretations thereunder (collectively, “ERISA”), that is maintained, administered

or contributed to by the Company or any subsidiary or any trade or business, whether or not incorporated, which would be treated as a

single employer with the Company or the subsidiaries pursuant to Section 414 of the Internal Revenue Code of 1986, as amended (the

“Code”) or 4001(b) of ERISA (an “ERISA Affiliate”) for employees or former employees of the

Company and its affiliates, or pursuant to which the Company, a subsidiary, or one of their ERISA Affiliates has any liability (each,

a “Plan”) has been maintained in material compliance with its terms and the requirements of any applicable statutes,

orders, rules and regulations, including, but not limited to, ERISA and the Code, and the Company and its subsidiaries and ERISA

Affiliates have fulfilled their obligations with respect to each Plan except where the failure to so comply would not, individually or

in the aggregate, reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Company, no “prohibited

transaction,” within the meaning of Section 406 of ERISA or Section 4975 of the Code has occurred or is reasonably expected

to occur with respect to any such Plan excluding transactions effected pursuant to a statutory, class or administrative exemption. No

“reportable event” (as defined under ERISA) has occurred or is reasonably expected to occur with respect to any Plan that

is subject to Title IV of ERISA, and no failure to satisfy the minimum funding standards (within the meaning of Section 412

of the Code or Section 302 of ERISA), has occurred or is reasonably expected to occur with respect to any Plan, except as would not,

individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Neither the Company, the subsidiaries nor any of

their ERISA Affiliates has incurred or reasonably expects to incur any liability (i) under Title IV of ERISA (other than contributions

to the Plan or any multiemployer plan or premiums to the Pension Benefit Guaranty Corporation, in the ordinary course and without default),

(ii) with respect to the termination of, or withdrawal from, any Plan, or (iii) under Sections 412, 4971, 4975 or 4980B

of the Code, and (iv) no Plan is, or is reasonably expected to be, in “at risk status” (within the meaning of Section 303(i) of

ERISA) and no “multiemployer plan” (within the meaning of Section 4001(a)(3) of ERISA) is in or expected to be in

“endangered status” or “critical status” (within the meaning of Sections 304 and 305 of ERISA), except as

would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Each Plan that is intended

to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, whether by action or failure to act,

which is reasonably expected to result in the loss of such qualification. None of the following events has occurred or is reasonably likely

to occur: (A) a material increase in the aggregate amount of contributions required to be made to all Plans by the Company or its

ERISA Affiliates in the current fiscal year of the Company and its ERISA Affiliates compared to the amount of such contributions made

in the Company’s and its ERISA Affiliates’ most recently completed fiscal year; or (B) a material increase in the Company

and its subsidiaries’ “accumulated post-retirement benefit obligations” (within the meaning of Accounting Standards

Codification Topic 715-60) compared to the amount of such obligations in the Company and its subsidiaries’ most recently completed

fiscal year. To the knowledge of the Company, there is no pending audit or investigation by the Internal Revenue Service, the U.S. Department

of Labor, the Pension Benefit Guaranty Corporation or any other governmental agency or any foreign agency with respect to any Plan.

(ff)          Internal

Control Over Financial Reporting. The Company and each of its subsidiaries maintain a system of internal control over financial reporting

(as such term is defined in Rule 13a-15(f) of the Exchange Act Regulations) that complies in all material respects with the

requirements of the Exchange Act and has been designed by the Company’s principal executive officer and principal financial officer

and is sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general

or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity

with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general

or specific authorization; (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals

and appropriate action is taken with respect to any differences; and (v) the interactive data in Inline eXtensible Business Reporting

Language included or incorporated by reference in the Registration Statement is accurate and fairly presents the information called for

in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Since the end of the Company’s most recent audited fiscal year, (A) there has been no material weakness in the Company’s

internal control over financial reporting (whether or not remediated), (B) there has been no change in the Company’s internal

control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal

control over financial reporting and (C) the Company has not been advised of (1) any significant deficiencies in the design

or operation of internal controls that could adversely affect the ability of the Company or any subsidiary to record, process, summarize

and report financial data, or any material weaknesses in internal controls, or (2) any fraud, whether or not material, that involves

management or other employees who have a significant role in the internal controls of the Company or its subsidiaries.

(gg)          Disclosure

Controls and Procedures. The Company and its subsidiaries employ disclosure controls and procedures (as such term is defined in Rule 13a-15(e) of

the Exchange Act Regulations), which (i) are designed to ensure that information required to be disclosed by the Company in the reports

that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the

Commission’s rules and forms and that material information relating to the Company and its subsidiaries is made known to the

Company’s principal executive officer and principal financial officer by others within the Company and its subsidiaries to allow

timely decisions regarding disclosure, (ii) have been evaluated by management of the Company for effectiveness as of the end of the

Company’s most recent fiscal quarter, and (iii) were then effective in all material respects to perform the functions for which

they were established. Based on the evaluation of the Company’s and each subsidiary’s disclosure controls and procedures described

above, the Company is not aware of (A) any significant deficiency in the design or operation of internal controls which could adversely

affect the Company’s or its subsidiaries’ ability to record, process, summarize and report financial data or any material

weaknesses in internal controls or (B) any fraud, whether or not material, that involves management or other employees who have a

significant role in the Company’s or its subsidiaries’ internal controls. Since the most recent evaluation of the Company’s

disclosure controls and procedures described above, there have been no changes in internal controls or in other factors that could significantly

affect internal controls.

(hh)          Compliance

with the Sarbanes-Oxley Act. The Company and its directors and officers, in their capacities as such, are in compliance in all material

respects with all applicable provisions of the Sarbanes-Oxley Act and the rules and regulations promulgated in connection therewith.

(ii)            Pending

Proceedings and Examinations. The Registration Statement is not the subject of a pending proceeding or examination under Section 8(d) or

8(e) of the Securities Act, and the Company is not the subject of a pending proceeding under Section 8A of the Securities Act

in connection with the offering of the Securities.

(jj)            Payment

of Taxes. All United States federal income tax returns of the Company and the subsidiaries required by law to be filed have been timely

filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments that have

been or will be promptly contested in good faith and as to which adequate reserves have been provided in the Company’s financial

statements in accordance with GAAP. The Company and the subsidiaries have filed all other tax returns that are required to have been filed

by them pursuant to applicable foreign, state, local or other law, except insofar as the failure to file such returns, individually or

in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, and have paid all taxes due pursuant to such

returns or pursuant to any assessment received by the Company or any subsidiary except for such taxes, if any, as are being contested

in good faith and as to which adequate reserves have been provided. The charges, accruals and reserves on the books of the Company and

the subsidiaries in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any

assessments or reassessments for additional income tax for any years not finally determined. There is no tax deficiency that has been

or would reasonably be expected to be asserted against the Company or any of its subsidiaries or any of their respective properties or

assets.

(kk)          Insurance.

The Company and each subsidiary are insured by insurers of recognized financial responsibility against such losses and risks and in such

amounts as are prudent and customary in the businesses in which they are engaged; neither the Company nor any of its subsidiaries has

been refused any insurance coverage sought or applied for; and the Company has no reason to believe that it or any subsidiary will not

be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers

as may be necessary to continue its business at a cost that would not reasonably be expected to have a Material Adverse Effect. All such

insurance is in full force as of the date hereof.

(ll)            Investment

Company Act. The Company is not, and immediately following consummation of the transactions contemplated hereby and the application

of the net proceeds as described in the Registration Statement, the Prospectus and the Disclosure Package, the Company will not be required

to register as an “investment company” or an entity controlled by an “investment company,” in each case within

the meaning of Section 3(a) of the Investment Company Act of 1940, as amended (the “Investment Company Act”),

without regard to Section 3(c) of the Investment Company Act.

(mm)        Stabilization.

Neither the Company nor any of its subsidiaries, nor any affiliates of the Company or its subsidiaries, has taken, directly, or indirectly,

and neither the Company nor any of the subsidiaries, nor any affiliates of the Company or its subsidiaries, will take, directly or indirectly,

any action designed to cause or result in, or which constitutes or might reasonably be expected to constitute, the stabilization or manipulation

of the price of any security of the Company or any “reference security” (as defined in Rule 100 of Regulation M

under the Exchange Act) to facilitate the sale or resale of the Securities or otherwise, and has taken no action which would directly

or indirectly violate Regulation M under the Exchange Act.

(nn)          Foreign

Corrupt Practices Act. None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent

or employee of the Company or any of its subsidiaries has: (i) used any corporate funds for any unlawful contribution, gift, entertainment

or other unlawful expense relating to political activity in violation of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”);

(ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment to any

foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the

FCPA, or any applicable non-U.S. anti-bribery statute or regulation; or (iv) made, offered, agreed, requested or taken an act in

furtherance of any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment. To the knowledge of the Company,

its affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed

to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

(oo)          Anti-Money

Laundering Laws. The operations of the Company and its subsidiaries and, to the knowledge of the Company, their respective affiliates,

are and have been conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting

requirements of the Currency and Foreign Transactions Reporting Act of 1970, the money laundering statutes of all applicable jurisdictions

and the rules and regulations thereunder issued, administered or enforced by any governmental agency or body (collectively, the “Anti-Money

Laundering Laws”); and no suit, action or proceeding by or before any court, governmental agency or body involving the Company

or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(pp)          OFAC.

None of the Company or any of its subsidiaries, nor, to the knowledge of the Company, any officer or director of either the Company or

any of its subsidiaries, any agent, employee, affiliate or person acting on behalf of the Company or any of its subsidiaries, is or has

been (i) engaged in any services (including financial services), transfers of goods, software or technology, or any other business

activity related to (A) any country or territory that is the subject or target of Sanctions, including, without limitation, the Crimea

Region, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea and

Russia (each, a “Sanctioned Country”), (B) the government of any Sanctioned Country, (C) any person, entity

or organization located in, resident in, formed under the laws of, or owned or controlled by the government of, any Sanctioned Country,

or (D) any person, entity or organization made subject of any sanctions administered or enforced by the United States Government,

including, without limitation, the list of Specially Designated Nationals of the Office of Foreign Assets Control of the U.S. Treasury

Department, or by the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority

(collectively, “Sanctions”); (ii) engaged in any transfers of goods, technologies or services (including financial

services) that may assist the governments of Sanctioned Countries or facilitate money laundering or other activities proscribed by United

States laws, rules or regulations; (iii) a person, entity or organization currently the subject of any Sanctions; or (iv) located,

organized or resident in any Sanctioned Country. The Company will not directly or indirectly use the proceeds of the offering, or lend,

contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, (i) to fund

or facilitate any activities or business of or with any person or entity that, at the time of such funding or facilitation, is the subject

or target of Sanctions, (ii) to fund or facilitate any activities or business in any Sanctioned Country or (iii) in any other

manner that will result in a violation by any person participating in the transaction, whether as underwriter, advisor, investor or otherwise,

of Sanctions.

(qq)          Lending

Relationship. The Company (A) does not have any material lending or other relationship with any bank or lending affiliate of

KBW and (B) does not intend to use any of the proceeds from the sale of the Securities to repay any outstanding debt owed to any

affiliate of KBW.

(rr)          No

Restrictions on Subsidiaries. Except in each case as otherwise disclosed in the Registration Statement, the Disclosure Package and

the Prospectus, no subsidiary of the Company is currently prohibited, directly or indirectly, under any agreement or other instrument

to which it is a party or is subject, from paying any dividends to the Company, from making any other distribution on such subsidiary’s

capital stock, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such

subsidiary’s properties or assets to the Company or any other subsidiary of the Company.

(ss)          Statistical

and Market-Related Data. The statistical and market-related data contained in the Registration Statement, the Disclosure Package and

the Prospectus are based on or derived from sources which the Company believes are reliable and accurate.

(tt)          Distribution

of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Time

and the completion of KBW’s distribution of the Securities, any offering material in connection with the offering and sale of the

Securities other than the Registration Statement, the preliminary prospectus contained in the Disclosure Package, the Prospectus, any

Issuer Free Writing Prospectus reviewed and consented to by KBW and included in Schedule I hereto or any electronic road show

or other written communications reviewed and consented to by KBW and listed on Schedule I hereto (each, a “Company

Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Disclosure

Package, did not, and at the Closing Time will not, contain any untrue statement of a material fact or omit to state a material fact necessary

in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence

does not apply to statements in or omissions from the Company Additional Written Communication based upon and in conformity with written

information furnished to the Company by KBW specifically for use therein, it being understood and agreed that the only such information

furnished by KBW consists of the KBW Information.

(uu)          IT

Systems. The Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware,

software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform

as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, and free and

clear of all bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, except where failure in the adequacy, operation

or performance of such IT Systems would not, individually or in the aggregate, result in a Material Adverse Effect. The Company and its

subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards designed to maintain

and protect their confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data

(including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used

in connection with their businesses, reasonably consistent with industry standards and practices, and, to the knowledge of the Company,

there have been no breaches, violations, outages or unauthorized uses of or accesses to same, nor any incidents under internal review

or investigations relating to the same, except where failure to implement or maintain such controls, policies, procedures and safeguards

or the occurrence of breaches, violations, outages or unauthorized uses or accesses would not, individually or in the aggregate, result

in a Material Adverse Effect. The Company and its subsidiaries are presently in compliance with all applicable laws or statutes and all

applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal

policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such

IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except where failure in compliance would

not, individually or in the aggregate, result in a Material Adverse Effect.

(vv)          Forward-Looking

Statements. Each financial or operational projection or other “forward-looking statement” (as defined by Section 27A

of the Securities Act or Section 21E of the Exchange Act) contained in the Registration Statement, the Disclosure Package and the

Prospectus (i) was so included by the Company in good faith and with reasonable basis after due consideration by the Company of the

underlying assumptions, estimates and other applicable facts and circumstances, and (ii) is accompanied by meaningful cautionary

statements identifying those factors that could cause actual results to differ materially from those in such forward-looking statement.

No such statement was made with the knowledge of an executive officer or director of the Company that it was false or misleading.

(ww)        No

Brokers. Other than as contemplated by this Agreement, there is no broker, finder or other party that is entitled to receive from

the Company or any subsidiary any brokerage or finder’s fee or any other fee, commission or payment as a result of the transactions

contemplated by this Agreement.

(xx)          Deposit

Insurance. The deposit accounts of the Bank are insured by the FDIC up to applicable legal limits, the Bank has paid all premiums

and assessments required by the FDIC and the regulations thereunder, and no proceeding for the termination or revocation of such insurance

is pending or, to the knowledge of the Company, threatened.

(yy)          Derivative

Instruments. Except as has not resulted in or would not reasonably be expected to result in a Material Adverse Effect, any and all

material swaps, caps, floors, futures, forward contracts, option agreements (other than options issued under the Company’s shareholder-approved

benefit plans) and other derivative financial instruments, contracts or arrangements, whether entered into for the account of the Company

or one of its subsidiaries or for the account of a customer of the Company or one of its subsidiaries, were entered into in the ordinary

course of business and in accordance with applicable laws, rules, regulations and policies of all applicable regulatory agencies and with

counterparties believed by the Company to be financially responsible. The Company and each of its subsidiaries have duly performed in

all material respects all of their obligations thereunder to the extent that such obligations to perform have accrued, and there are no

breaches, violations or defaults or allegations or assertions of such by any party thereunder except as could not, individually or in

the aggregate, have a Material Adverse Effect.

(zz)           Margin

Rules. The application of the proceeds received by the Company from the issuance, sale and delivery of the Securities as described

in the Disclosure Package and the Prospectus will not violate Regulation T, U or X of the Federal Reserve or any other regulation

of the Federal Reserve.

(aaa)        Off-Balance

Sheet Transactions. There is no transaction, arrangement or other relationship between the Company or any of its subsidiaries and

an unconsolidated or other off-balance sheet entity which is required to be disclosed in the Disclosure Package and the Prospectus (other

than as disclosed therein).

(bbb)          Contracts.

The material contracts or agreements to which the Company or any of its subsidiaries is a party have been duly and validly authorized,

executed and delivered by the Company or its subsidiaries, as the case may be, and constitute the legal, valid and binding agreements

of the Company or its subsidiaries, enforceable by and against it in accordance with their respective terms, except as such enforceability

may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to enforcement of creditors’

rights generally, and general equitable principles relating to the availability of remedies, and subject to 12 U.S.C. § 1818(b)(6)(D) (or

any successor statute) and similar bank regulatory powers and to the application of principles of public policy, and except as rights

to indemnity or contribution may be limited by federal or state securities laws and the public policy underlying such laws. Except as

would not reasonably be expected to have a Material Adverse Effect, neither the Company nor any subsidiary has sent or received any communication

regarding termination of, or intent not to renew, any of the material contracts or agreements, and no such termination or non-renewal

has been threatened by the Company or any subsidiary or, to the Company’s knowledge, any other party to any such material contract

or agreement; and there are no contracts or documents of the Company or any of its subsidiaries that are required to be described in the

Disclosure Package and the Prospectus or to be filed as exhibits thereto (or to the Registration Statement or the documents incorporated

or deemed to be incorporated by reference therein) by the Securities Act or by the rules and regulations of the Commission thereunder

that have not been so described and filed.

(ccc)          Officer’s

Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries delivered to KBW or to counsel for KBW

pursuant to this Agreement shall be deemed a representation and warranty by the Company to KBW as to the matters covered thereby.

Section 2.          Sale

and Delivery to KBW; Closing.

(a)            Securities.

On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company

agrees to sell to KBW, and KBW agrees to purchase from the Company, the full aggregate principal amount of the Securities, at a purchase

price equal to 98.75% of the aggregate principal amount thereof.

(b)            Delivery.

Delivery of the Securities shall be made at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, One Manhattan West, New

York, New York 10001, or such other place as may be agreed to by KBW and the Company, and payment of the purchase price for the Securities

shall be made by KBW to the Company by wire transfer of immediately available funds contemporaneous with closing at such place as shall

be agreed upon by KBW and the Company, no later than 10:00 a.m. (New York City time) on September 30, 2026, or such other

time not later than ten (10) business days after such date as shall be agreed upon by KBW and the Company (such time and date of

payment and delivery being herein called the “Closing Time”).

Payment for the Securities purchased by KBW shall be made to the Company by wire transfer of immediately available funds to a bank designated

by the Company, against delivery to KBW of one or more global notes representing the Securities (collectively, the “Global Note”)

to be purchased by KBW. The Securities represented by the Global Note shall be in such denominations and registered in such names as KBW

may request in writing at least one full business day prior to the Closing Time. The Global Note shall be made available for examination

by KBW not later than 10:00 a.m. (New York City time) on the business day prior to the Closing Time.

(d)            In

performing its duties under this Agreement, KBW shall be entitled to rely upon any notice, signature or writing that KBW shall in good

faith believe to be genuine and to be signed or presented by a proper party or parties. KBW may rely upon any opinions or certificates

or other documents delivered by the Company or its counsel or designees to it.

Section 3.          Covenants

of the Company. The Company covenants with KBW as follows:

(a)            Compliance

with Commission Requests. Until the Closing Time, the Company, subject to SECTION 3(b) hereof, will comply with the requirements

of Rule 430B, and will notify KBW promptly, and confirm the notice in writing, (i) when any post-effective amendment to the

Registration Statement or any new registration statement relating to the Securities shall become effective or any amendment or supplement

to the Disclosure Package or the Prospectus shall have been used or filed, as the case may be, including any document incorporated by

reference therein, in each case only as permitted by SECTION 3 hereof, (ii) of the receipt of any comments from the Commission,

(iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Disclosure

Package or the Prospectus, including any document incorporated by reference therein, or for additional information, (iv) of the issuance

by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto

or of the issuance of any order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement

thereto, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or

threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the Securities

Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the

Securities Act in connection with the offering of the Securities. The Company will effect all filings required under Rule 424(b),

in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such

steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was

received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. Until the Closing Time,

the Company will make every reasonable effort to prevent the issuance of any stop, prevention or suspension order and, if any such order

is issued, to obtain the lifting thereof at the earliest possible moment.

(b)            Continued

Compliance with Securities Laws. The Company will comply with the Securities Act, the Securities Act Regulations, the Exchange Act,

the Exchange Act Regulations, the TIA and the TIA Regulations so as to permit the completion of the distribution of the Securities as

contemplated in this Agreement and in the Registration Statement, the Disclosure Package and the Prospectus. If at any time when a prospectus

relating to the Securities is (or, but for the exception afforded by Rule 172 under the Securities Act Regulations, would be) required

by the Securities Act to be delivered in connection with sales of the Securities ending no later than nine (9) months from the date

hereof (the “Delivery Period”), any event shall occur or condition shall exist as a result of which it is necessary,

in the opinion of counsel for KBW or for the Company, to (i) amend the Registration Statement in order that the Registration Statement

will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to

make the statements therein not misleading, (ii) amend or supplement the Disclosure Package or the Prospectus in order that the Disclosure

Package or the Prospectus, as the case may be, will not include any untrue statement of a material fact or omit to state a material fact

necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered

to a purchaser or (iii) amend the Registration Statement or amend or supplement the Disclosure Package or the Prospectus, as the

case may be, including, without limitation, any document incorporated therein by reference, in order to comply with the requirements of

the Securities Act, the Securities Act Regulations, the Exchange Act, the Exchange Act Regulations, the TIA or the TIA Regulations, the

Company will promptly (A) give KBW written notice of such event or condition, (B) prepare any amendment or supplement as may

be necessary to correct such statement or omission or to make the Registration Statement, the Disclosure Package or the Prospectus comply

with such requirements and, a reasonable amount of time prior to any proposed filing or use, furnish KBW with copies of any such amendment

or supplement and (C) file with the Commission any such amendment or supplement and use its best efforts to have any amendment to

the Registration Statement declared effective by the Commission as soon as possible; provided that the Company shall not file or use any

such amendment or supplement to which KBW or counsel for KBW shall object. If at any time during the Delivery Period, any event shall

occur or condition shall exist as a result of which the Disclosure Package or such Issuer Free Writing Prospectus, individually or together

with other information that is part of the Disclosure Package, as the case may be, conflicted or would conflict with the information contained

in the Registration Statement or any other registration statement relating to the Securities or included or would include an untrue statement

of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of

the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify KBW and will promptly amend or

supplement, at the Company’s own expense, the Disclosure Package or such Issuer Free Writing Prospectus, as the case may be, to

eliminate or correct such conflict, untrue statement or omission.

or Use of Amendments or Supplements. During the Delivery Period, the Company (i) will furnish to KBW for review, a reasonable

period of time prior to the proposed time of filing of any proposed amendment or supplement to the Registration Statement, a copy of each

such amendment or supplement, and (ii) will not amend or supplement the Registration Statement without KBW’s prior written

consent, which consent shall not be unreasonably withheld or delayed. Prior to amending or supplementing any preliminary prospectus or

the Prospectus, the Company shall furnish to KBW for review, a reasonable amount of time prior to the time of filing or use of the proposed

amendment or supplement, a copy of each such proposed amendment or supplement. The Company shall not file or use any such proposed amendment

or supplement without KBW’s prior written consent, which consent shall not be unreasonably withheld or delayed.

(d)            Delivery

of Registration Statements. The Company has furnished or will deliver, upon request, to KBW and counsel for KBW, without charge, signed

copies of the Registration Statement as originally filed and each amendment thereto (including exhibits filed therewith or incorporated

by reference therein and documents incorporated or deemed to be incorporated by reference therein) and signed copies of all consents and

certificates of experts, and will also deliver to KBW, upon request, without charge, a conformed copy of the Registration Statement as

originally filed and each amendment thereto (without exhibits) for KBW. Any such signed copies of the Registration Statement and each

amendment thereto furnished to KBW will be identical to the electronically transmitted copies thereof filed with the Commission pursuant

to EDGAR, except to the extent permitted by Regulation S-T.

(e)            Delivery

of Prospectuses. The Company has delivered to KBW, without charge, as many copies of each preliminary prospectus as KBW reasonably

requested, and the Company hereby consents to the use of such copies for purposes permitted by the Securities Act. The Company will furnish

to KBW, without charge, during the Delivery Period, such number of copies of the Prospectus (as amended or supplemented) as KBW may reasonably

request, unless, with the prior consent of KBW, such delivery requirement can be satisfied by the provisions of Rule 172 under the

Securities Act. The Prospectus and any amendments or supplements thereto furnished to KBW will be identical to the electronically transmitted

copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(f)            Blue

Sky Qualifications. The Company will use its best efforts, in cooperation with KBW, to qualify the Securities for offering and sale

under the applicable securities laws of such states and non-U.S. jurisdictions as KBW may reasonably designate and to maintain such qualifications

in effect during the Delivery Period; provided that the Company shall not be obligated to file any general consent to service of process

or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject

itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

(g)            Earnings

Statements. The Company will timely file such reports pursuant to the Exchange Act as are necessary in order to make generally available

to its securityholders as soon as practicable an earnings statement for the purposes of, and to provide to KBW the benefits contemplated

by, the last paragraph of Section 11(a) of the Securities Act.

(h)            Reporting

Requirements. The Company, during the Delivery Period, will file all documents required to be filed with the Commission by the Company

pursuant to the Exchange Act within the time periods required by, and each such document will meet the requirements of, the Exchange Act

and the Exchange Act Regulations.

(i)             Use

of Proceeds. The Company will use the net proceeds received by it from the sale of the Securities as described in the Registration

Statement, the Prospectus and the Disclosure Package under “Use of Proceeds.”

(j)             Issuer

Free Writing Prospectuses. The Company agrees that, unless it obtains the prior written consent of KBW, and KBW agrees that, unless

it obtains the prior written consent of the Company, it will not make any offer relating to the Securities that would constitute an Issuer

Free Writing Prospectus or that would otherwise constitute a “free writing prospectus,” or a portion thereof, required to

be filed by the Company with the Commission or retained by the Company under Rule 433; provided that KBW will be deemed to have consented

to any Issuer General Use Free Writing Prospectuses listed on Schedule I hereto and any “road show that is a written

communication” within the meaning of Rule 433(d)(8)(i) that has been reviewed by KBW. The Company represents that it has

treated or agrees that it will treat each such free writing prospectus consented to, or deemed consented to, by KBW as an Issuer Free

Writing Prospectus and that it has complied and will comply with the applicable requirements of Rule 433 with respect thereto, including

timely filing with the Commission where required, legending and record keeping. If at any time following issuance of an Issuer Free Writing

Prospectus during the Delivery Period there occurred or occurs an event or condition as a result of which such Issuer Free Writing Prospectus

included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order

to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly

notify KBW in writing and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to correct such untrue

statement or omission.

Subject to the consent of KBW required in the immediately

preceding paragraph, the Company will prepare a final term sheet relating solely to the final pricing terms of the Securities and will

file such final term sheet within the period required by Rule 433(d)(5)(ii) following the date such final terms have been established

for such Securities. Any such final term sheet is an Issuer General Use Free Writing Prospectus for purposes of this Agreement. Notwithstanding

anything to the contrary contained herein, the Company consents to the use by KBW of a free writing prospectus that contains only (a) (i) information

describing the preliminary terms of the Securities generally or the Securities specifically or their offering or (ii) information

that describes the final terms of the Securities or their offering and that is or is to be included in the final term sheet of the Company

contemplated in the first sentence of this paragraph or (b) other customary information that is not “issuer information,”

as defined in Rule 433.

(k)            DTC.

The Company will cooperate with KBW and use its best efforts to permit the Securities to be eligible for clearance, settlement and trading

through the facilities of DTC.

(l)             Investment

Company Act. During the Delivery Period, the Company shall not invest or otherwise use the proceeds received by the Company from the

sale of the Securities in such a manner as could require the Company or any of the subsidiaries to register as an investment company under

the Investment Company Act.

(m)            No

Stabilization. The Company will not take, and will ensure that no affiliate of the Company will take, directly or indirectly, any

action designed to cause or result in or which constitutes or might reasonably be expected to constitute stabilization or manipulation

of the price of the Securities or any reference security with respect to the Securities.

(n)            Trademarks.

Upon request of KBW, the Company will furnish, or cause to be furnished, to KBW an electronic version of the Company’s trademarks,

service marks and corporate logo for use on the website, if any, operated by KBW for the purpose of facilitating the on-line offering

of the Securities (the “License”); provided that the License shall be used solely for the purpose described above,

is granted without any fee and may not be assigned or transferred.

(o)            NRSRO

Rating. The Company will use commercially reasonable efforts to maintain a rating by a “nationally recognized statistical rating

organization” as defined in Section 3(a)(62) of the Exchange Act (“NRSRO”) while any Securities remain outstanding.

Section 4.          Payment

of Expenses.

(a)            Expenses.

Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company covenants

and agrees with KBW that the Company will pay or cause to be paid all expenses incident to the performance of its obligations under this

Agreement or the transactions contemplated hereby, including (i) the preparation, printing and delivery to KBW of this Agreement

and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, (ii) the

delivery to KBW of copies of each preliminary prospectus, each Issuer Free Writing Prospectus and the Prospectus and any amendments or

supplements thereto and any costs associated with electronic delivery of any of the foregoing by KBW to investors, (iii) the preparation,

issuance and delivery of the Securities to KBW, (iv) the fees and disbursements of the Company’s counsel, accountants and other

advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of SECTION 3(f) hereof,

including filing fees and the reasonable fees and disbursements of counsel for KBW in connection therewith and in connection with the

preparation, printing and delivery to KBW of any Blue Sky Survey and any supplement thereto, and the fees and expenses of making the Securities

eligible for clearance, settlement and trading through the facilities of DTC, (vi) any fees payable in connection with the rating

of the Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show”

undertaken in connection with the marketing of the Securities, including, without limitation, expenses associated with the production

of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, and any

travel and lodging expenses of the representatives and officers of the Company and any such consultants, (viii) any filing fees incident

to, and the reasonable fees and disbursements of counsel to KBW incurred in connection with determining KBW’s compliance with FINRA

rules and regulations applicable to its participation in the offering and the sale of the Securities, (ix) fees and disbursements

of the Trustee and its counsel and (x) the fees and expenses including, without limitation, the fees and expenses of counsel for

KBW, marketing and syndication expenses, and any expenses related to an investor presentation and/or roadshow that are incurred by KBW

and (xi) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision

is not otherwise made in this SECTION 4(a); provided that the amount of fees and expenses to be paid by the Company pursuant to subclauses (v),

(viii) and (x) herein shall not exceed $225,000 in the aggregate; provided that except as provided in this Section, SECTION 7,

SECTION 10(a) and SECTION 11 hereof, KBW will pay all of its own costs and expenses, including transfer taxes on resale

of any of the Securities by it and the cost of preparing and distributing any term sheet prepared by KBW.

(b)            Termination

of Agreement. If this Agreement is terminated by KBW in accordance with the provisions of SECTION 6, SECTION 10(a) or

SECTION 11 hereof, the Company shall reimburse KBW for all of its out-of-pocket expenses, including the reasonable and documented

fees and expenses of counsel for KBW.

Section 5.          Use

of Free Writing Prospectuses by KBW. KBW represents and agrees that, unless it obtains the prior consent of the Company, it has not

made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise

constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission.

Section 6.          Conditions

of KBW’s Obligations. The obligation of KBW to purchase the Securities at the Closing Time as provided herein is subject to

the accuracy of the representations and warranties of the Company contained herein or in certificates of any officer of the Company or

any of its subsidiaries delivered pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations

hereunder, and to the following further conditions:

(a)            Effectiveness

of Registration Statement, etc. The Registration Statement was filed by the Company with the Commission and has been declared

effective not earlier than three years prior to the date hereof. Each preliminary prospectus, each Issuer Free Writing Prospectus and

the Prospectus shall have been filed as required by Rule 424(b) (without reliance on Rule 424(b)(8)) and Rule 433,

as applicable, within the time period prescribed by, and in compliance with, the Securities Act Regulations. At the Closing Time, no stop

order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto shall have been issued under

the Securities Act or proceedings therefor initiated or threatened by the Commission, no order preventing or suspending the use of any

preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes

have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if

any) from the Commission for additional information with respect to the Registration Statement. The Company shall have paid the required

Commission filing fees relating to the Securities within the time period required by the Securities Act Regulations.

(b)            Opinion

of Counsel for Company. At the Closing Time, KBW shall have received the favorable opinion and negative assurance letter, each dated

as of the Closing Time, of Troutman Pepper Locke LLP, counsel for the Company, in form and substance reasonably satisfactory to KBW. Such

counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon

certificates of officers and other representatives of the Company and its subsidiaries and certificates of public officials.

of Counsel for KBW. At the Closing Time, KBW shall have received the favorable opinion and negative assurance letter, each dated as

of the Closing Time, of Skadden, Arps, Slate, Meagher & Flom LLP, counsel for KBW, in form and substance reasonably satisfactory

to KBW. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the

State of New York and the federal securities laws of the United States, upon the opinion of counsel satisfactory to KBW. Such counsel

may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates

of officers and other representatives of the Company and its subsidiaries and certificates of public officials.

(d)            Officers’

Certificate of the Company. At the Closing Time, KBW shall have received a certificate of the Chief Executive Officer or the President

of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, dated as of the Closing Time, to the effect

that (i) there has been no Material Adverse Effect, (ii) the representations and warranties of the Company in this Agreement

are true and correct with the same force and effect as though expressly made at and as of the Closing Time, and (iii) the Company

has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time.

(e)            Comfort

Letters. At the time of the execution of this Agreement, KBW shall have received a letter, dated as of such date, in form and substance

reasonably satisfactory to KBW, from each of (i) Crowe, the Company’s independent registered public accountant, and (ii) Snodgrass,

LINKBANCORP’s independent registered public accountant, containing statements and information of the type ordinarily included in

accountants’ “comfort letters” to underwriters with respect to the financial statements and financial information contained

in the Registration Statement, the Disclosure Package and the Prospectus, and each specified date referred to in each such letter shall

be a date not more than two business days prior to the date of this Agreement.

(f)            Bring-down

Comfort Letters. At the Closing Time, KBW shall have received from each of Crowe and Snodgrass a letter, dated as of the Closing Time,

to the effect that such firm reaffirms the statements made in its letter furnished pursuant to SECTION 6(e) hereof and contains

any statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with

respect to the financial statements and financial information contained in the Registration Statement, the Disclosure Package and the

Prospectus, except that the specified date referred to therein shall be a date not more than two business days prior to the Closing Time.

(g)            Certificate

of the Chief Financial Officer. At the time of the execution of this Agreement, KBW shall have received a certificate executed by

the Chief Financial Officer, in form and substance reasonably satisfactory to KBW.

(h)            Bring-down

Certificate of the Chief Financial Officer. At the Closing Time, KBW shall have received a certificate executed by the Chief Financial

Officer, in form and substance reasonably satisfactory to KBW.

(i)             Ratings.

At the Closing Time, the Securities will be rated at least BBB- by Kroll Bond Rating Agency, Inc. Subsequent to the execution of

this Agreement, there shall not have occurred a downgrading in or withdrawal of the rating assigned to the Securities or any other securities

of the Company by any NRSRO, and no such organization shall have publicly announced that it has under surveillance or review, or has changed

its outlook with respect to, its rating of the Securities or any other securities of the Company (other than an announcement with positive

implications of a possible upgrading).

(j)             DTC.

At the Closing Time, the Securities shall be eligible for clearance, settlement and trading through the facilities of DTC.

(k)            No

Objection. If applicable, FINRA shall have raised no objection with respect to the fairness and reasonableness of the underwriting

terms and arrangements, which objection has not been withdrawn or otherwise satisfied.

(l)             Delivery

of Prospectus. The Company shall have complied with the provisions hereof with respect to the furnishing of prospectuses, in electronic

or printed format, on the business day next succeeding the date of this Agreement.

(m)            No

Termination Event. On or after the date hereof, there shall not have occurred any of the events, circumstances or occurrences set

forth in SECTION 10(a).

(n)            No

Legal Impediment to Issuance and/or Sale. No action shall have been taken and no statute, rule, regulation or order shall have been

enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that remains in effect and would, as

of the Closing Time, prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court

shall have been issued that remains in effect and would, as of the Closing Time, prevent the issuance or sale of the Securities.

(o)            Good

Standing. KBW shall have received on and as of the Closing Time satisfactory evidence of the good standing of the Company and the

Bank in their respective jurisdictions of organization, in each case in writing or any standard form of telecommunication from the appropriate

governmental authorities of such jurisdictions.

(p)            Additional

Documents. At the Closing Time, counsel for KBW shall have been furnished with such documents, opinions and certificates as they may

reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as herein contemplated, or in

order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained;

and all proceedings taken by the Company in connection with the issuance and sale of the Securities as herein contemplated shall be in

form and substance reasonably satisfactory to KBW and counsel for KBW.

(q)            Termination

of Agreement. If any condition specified in this SECTION 6 shall not have been fulfilled when and as required to be fulfilled,

this Agreement may be terminated by KBW by notice to the Company at any time prior to the Closing Time and such termination shall be without

liability of any party to any other party except as provided in SECTION 4 and except that SECTION 1, SECTION 4, SECTION 7,

SECTION 8, SECTION 9, SECTION 14, SECTION 15, SECTION 16 and SECTION 17 shall survive any such termination

and remain in full force and effect.

Section 7.          Indemnification.

(a)            Indemnification

of KBW. The Company agrees to indemnify and hold harmless KBW and its affiliates (as such term is defined in Rule 405 under the

Securities Act Regulations (each, an “Affiliate”)), officers, partners, managers, directors, employees and agents,

and each person, if any, who controls KBW within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange

Act as follows:

(i)             against

any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue

statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be

a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein

or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material

fact included in any preliminary prospectus, any Issuer Free Writing Prospectus, the Disclosure Package or the Prospectus (or any amendment

or supplement thereto), or the omission or alleged omission from any preliminary prospectus, any Issuer Free Writing Prospectus, the Disclosure

Package or the Prospectus (or any amendment or supplement thereto) of a material fact necessary in order to make the statements therein,

in the light of the circumstances under which they were made, not misleading;

(ii)            against

any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement

of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever

based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to SECTION 7(d) hereof)

any such settlement is effected with the written consent of the Company; and

(iii)           against

any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing

or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or

any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent

that any such expense is not paid under (i) or (ii) above; provided that this indemnity agreement shall not apply to any loss,

liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission

made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B,

or in any preliminary prospectus, any Issuer Free Writing Prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement

thereto) in reliance upon and in conformity with the KBW Information.

(b)            Indemnification

of Company, Directors and Officers. KBW agrees to indemnify and hold harmless the Company, each of the Company’s directors,

each of the Company’s officers who signed the Registration Statement, and each person, if any, who controls the Company within the

meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage

and expense described in the indemnity contained in SECTION 7(a) hereof, as incurred, but only with respect to untrue statements

or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including any

information deemed to be a part thereof pursuant to Rule 430B, or in any preliminary prospectus, any Issuer Free Writing Prospectus,

the Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the KBW Information.

against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying

party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying

party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result

thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement.

In the case of parties indemnified pursuant to SECTION 7(a) hereof, counsel to the indemnified parties shall be selected by

KBW, and, in the case of parties indemnified pursuant to SECTION 7(b) hereof, counsel to the indemnified parties shall be selected

by the Company. An indemnifying party may participate at its own expense in the defense of any such action or, if it so elects within

a reasonable time after receipt of such notice, to assume the defense of any suit brought to enforce any such claim; but if it so elects

to assume the defense, such defense shall be conducted by counsel chosen by it and approved by the indemnified parties, which approval

shall not be unreasonably withheld. In the event that an indemnifying party elects to assume the defense of any such suit and retain such

counsel, the indemnified party or parties shall bear the fees and expenses of any additional counsel thereafter retained by such indemnified

party or parties; provided, however, that the indemnified party or parties shall have the right to employ counsel (in addition to local

counsel) to represent the indemnified party or parties who may be subject to liability arising out of any action in respect of which indemnity

may be sought against the indemnifying party if (i) the employment of such counsel shall have been authorized in writing by one of

the indemnifying parties in connection with the defense of such action, or (ii) in the reasonable judgment of counsel for the indemnified

party or parties, there may be legal defenses available to such indemnified person which are different from or in addition to those available

to such indemnifying person, in which event the reasonable fees and expenses of appropriate separate counsel shall be borne by the indemnifying

party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel)

separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions

in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior

written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation,

or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of

which indemnification or contribution could be sought under this SECTION 7 or SECTION 8 hereof (whether or not the indemnified

parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release

of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not

include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d)            Settlement

without Consent if Failure to Reimburse. If at any time an indemnified party shall have validly requested an indemnifying party to

reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement

of the nature contemplated by SECTION 7(a)(ii) effected without its written consent if (i) such settlement is entered into

more than 60 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received

notice of the terms of such settlement at least 45 days prior to such settlement being entered into and (iii) such indemnifying party

shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

Section 8.          Contribution.

If the indemnification provided for in SECTION 7 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified

party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute

to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in

such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and KBW, on the other hand,

from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) is not

permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above

but also the relative fault of the Company, on the one hand, and KBW, on the other hand, in connection with the statements or omissions

which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.

The relative benefits received by the Company,

on the one hand, and KBW, on the other hand, in connection with the offering of the Securities pursuant to this Agreement shall be deemed

to be in the same respective proportions as the total proceeds from the offering of the Securities pursuant to this Agreement (before

deducting expenses) received by the Company, on the one hand, and the total underwriting discount received by KBW, on the other hand,

in each case as set forth on the cover of the Prospectus, bear to the aggregate initial public offering price of the Securities as set

forth on the cover of the Prospectus.

The relative fault of the Company, on the one hand,

and KBW, on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement

of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by KBW (it

being understood and agreed that such information supplied by KBW only consists of the KBW Information), and the parties’ relative

intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Company and KBW agree that it would not be

just and equitable if contribution pursuant to this SECTION 8 were determined by pro rata allocation or by any other method of allocation

which does not take account of the equitable considerations referred to above in this SECTION 8. The aggregate amount of losses,

liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this SECTION 8 shall be deemed

to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against

any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever

based upon any such untrue or alleged untrue statement or omission or alleged omission.

Notwithstanding any other provision of this SECTION 8,

KBW shall not be required to contribute any amount in excess of the underwriting discount received by KBW in connection with the Securities

underwritten by it and distributed to the public.

No person guilty of fraudulent misrepresentation

(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty

of such fraudulent misrepresentation. KBW’s obligation to contribute pursuant to this SECTION 8 shall be determined by reference

to KBW’s underwriting obligation.

For purposes of this SECTION 8, each person,

if any, who controls KBW within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and KBW’s

Affiliates, officers, directors, partners, managers, employees and agents shall have the same rights to contribution as KBW; and each

director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the

Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights

to contribution as the Company.

Section 9.          Representations,

Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement or in certificates

of officers of the Company or any of its subsidiaries submitted pursuant hereto shall remain operative and in full force and effect regardless

of (i) any investigation made by or on behalf of KBW or its Affiliates, officers, directors, employees, agents, any person controlling

KBW or the Company’s officers or directors or any person controlling the Company and (ii) delivery of and payment for the Securities.

Section 10.          Termination

of Agreement.

(a)            Termination.

KBW may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time, (i) if there has been, in

the judgment of KBW, since the time of execution of this Agreement or since the respective dates as of which information is given in the

Registration Statement, the Disclosure Package or the Prospectus, any Material Adverse Effect, (ii) if there has occurred any material

adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation

thereof or other calamity or crisis, including a widespread outbreak of epidemic illnesses, or any change or development involving a prospective

change in national or international political, financial or economic conditions, including, without limitation, as a result of terrorist

activities, in each case the effect of which is such as to make it, in the judgment of KBW, impracticable or inadvisable to proceed with

the completion of the offering of the Securities on the terms and in the manner contemplated in the Registration Statement, the Prospectus

and the Disclosure Package, to market the Securities or to enforce contracts for the sale of the Securities, (iii) if trading in

any securities of the Company has been suspended or materially limited by the Commission or by the Nasdaq Global Select Market, (iv) if

trading generally on the New York Stock Exchange or the Nasdaq Global Select Market has been suspended or materially limited, or minimum

or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of

the Commission, FINRA or any other governmental agency or body, (v) if a material disruption has occurred in commercial banking or

securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, (vi) if

there has occurred a downgrading in or withdrawal of the rating assigned to the Securities or any other securities of the Company by any

NRSRO, or such organization has publicly announced that it has under surveillance or review, or has changed its outlook with respect to,

its rating of the Securities or any other securities of the Company, or (vii) if a banking moratorium has been declared by United

States, New York or Virginia authorities.

(b)            Liabilities.

If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party

except as provided in SECTION 4 hereof, and provided further that SECTION 1, SECTION 4, SECTION 7, SECTION 8,

SECTION 9, SECTION 14, SECTION 15, SECTION 16 and SECTION 17 shall survive such termination and remain in full

force and effect.

Section 11.          Default

by KBW. If KBW fails to purchase the Securities at the Closing Time, the Agreement shall terminate without liability on the part of

the Company, except that the Company will continue to be liable for the payment of expenses as set forth in SECTION 4 hereof and

except that the provisions of SECTION 1, SECTION 4, SECTION 7, SECTION 8, SECTION 9, SECTION 14, SECTION 15,

SECTION 16 and SECTION 17 shall not terminate and shall remain in effect.

Section 12.          Notices.

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted

by any standard form of telecommunication. Notices to KBW shall be directed to Keefe, Bruyette & Woods, Inc., 787 Seventh

Avenue, 4th Floor, New York, New York 10019, e-mail: USCapitalMarkets@kbw.com, with a copy (which shall not constitute notice)

to Skadden, Arps, Slate, Meagher & Flom LLP, One Manhattan West, New York, New York 10001, attention of Michael P. Reed, e-mail:

michael.reed@skadden.com; and notices to the Company shall be directed to it at 5680 King Centre Drive, Ste. 801, Alexandria, Virginia

22315, attention of Kirtan Parikh, Executive Vice President and Chief Financial Officer, e-mail: Kparikh@burkeandherbertbank.com, with

a copy (which shall not constitute notice) to Troutman Pepper Locke LLP, 401 9th Street, NW, Suite 1000, Washington, DC 20004, attention

of Greg Parisi, e-mail: gregory.parisi@troutman.com.

Section 13.          No

Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (a) the offering or purchase and sale of the Securities

pursuant to this Agreement, including the determination of the terms of the Securities and the offering price thereof and any related

discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and KBW, on the other

hand, (b) in connection with the offering of the Securities and the process leading thereto, KBW is and has been acting solely as

a principal and is not the agent or fiduciary of the Company or any of its subsidiaries or their respective shareholders, creditors, employees

or any other party, (c) KBW has not assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or

its subsidiaries in connection with the offering of the Securities or the process leading thereto (irrespective of whether KBW has advised

or is currently advising the Company or any of its subsidiaries on other matters) or any other obligation to the Company or its subsidiaries

in connection with the offering of the Securities except the obligations expressly set forth in this Agreement, (d) KBW and its Affiliates

may be engaged in a broad range of transactions that involve interests that differ from those of the Company or its subsidiaries, and

(e) KBW has not provided any legal, accounting, financial, regulatory or tax advice in connection with the offering of the Securities

and the Company and its subsidiaries have consulted their own respective legal, accounting, financial, regulatory and tax advisors to

the extent they deemed appropriate.

Section 14.          Parties.

This Agreement shall inure to the benefit of and be binding upon KBW, the Company, and their respective successors. Nothing expressed

or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than KBW, the Company,

and their respective successors and the controlling persons, Affiliates, partners, managers, employees, agents, officers and directors

referred to in SECTION 7 and SECTION 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim

under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended

to be for the sole and exclusive benefit of KBW, the Company, and their respective successors, and said controlling persons, Affiliates,

employees, agents, officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation.

No purchaser of Securities from KBW shall be deemed to be a successor by reason merely of such purchase.

Section 15.          Trial

by Jury. Each of the Company (on its behalf and, to the extent permitted by applicable law, on behalf of its shareholders and affiliates)

and KBW hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal

proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

Section 16.          GOVERNING

LAW. THIS AGREEMENT, ANY TRANSACTION CONTEMPLATED HEREUNDER, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS

AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW

PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAWS OF THE STATE OF NEW YORK.

Section 17.          Consent

to Jurisdiction. Each of the parties hereto agrees that any legal suit, action or proceeding arising out of or based upon this Agreement

or the transactions contemplated hereby shall be instituted in (i) the federal courts of the United States of America located in

the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County

of New York, Borough of Manhattan (collectively, the “Specified Courts”), and irrevocably submits to the exclusive

jurisdiction of, and to venue in (except for proceedings instituted in regard to the enforcement of a judgment of any Specified Court,

as to which such jurisdiction is non-exclusive) the Specified Courts in any such suit, action or proceeding. Service of any process, summons,

notice or document by mail to such party’s address set forth herein shall be effective service of process for any suit, action or

proceeding brought in any Specified Court. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying

of venue of any suit, action or proceeding in the Specified Courts and irrevocably and unconditionally waives and agrees not to plead

or claim in any Specified Court that any such suit, action or proceeding brought in any Specified Court has been brought in an inconvenient

forum.

Section 18.          TIME.

TIME SHALL BE OF THE ESSENCE OF THIS AGREEMENT. EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

Section 19.          Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts

shall together constitute one and the same Agreement. The exchange of copies of this Agreement and of signature pages by facsimile

or other electronic means shall constitute effective execution and delivery of this Agreement by the parties hereto and may be used in

lieu of the original signature pages to this Agreement for all purposes.

Section 20.          Effect

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

Section 21.          Entire

Agreement; Amendments. This Agreement constitutes the entire Agreement of the parties to this Agreement and supersedes all prior written

or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement

may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived

unless waived in writing by each party that the condition is meant to benefit.

[Signature pages follow]

Very truly yours,

BURKE & HERBERT FINANCIAL SERVICES CORP.

By:

/s/ Kirtan Parikh

Name:

Kirtan Parikh

Title:

Executive Vice President,

Chief Financial Officer

CONFIRMED AND ACCEPTED,

as of the date first above written:

KEEFE, BRUYETTE & WOODS, INC.

By:

/s/ Adam Tarvin

Name:

Adam Tarvin

Title:

Managing Director

[Signature

Pages to Underwriting Agreement]

SCHEDULE I

Issuer Free Writing Prospectuses

Pricing

Term Sheet for Securities, dated September 28, 2026.

EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: tm2625875d4_ex4-1.htm · Sequence: 3

Exhibit 4.1

BURKE & HERBERT FINANCIAL SERVICES

CORP.

AND

Wilmington Trust, National Association, as Trustee

INDENTURE

Dated as of September 30, 2026

SUBORDINATED DEBT SECURITIES

TABLE OF CONTENTS

ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101. Definitions

SECTION 102. Compliance Certificates and Opinions

SECTION 103. Form of Documents Delivered to Trustee

SECTION 104. Acts of Holders

SECTION 105. Notices, etc.

SECTION 106. Notice to Holders; Waiver

SECTION 107. Effect of Headings; Table of Contents; Counterparts

SECTION 108. Successors and Assigns

SECTION 109. Separability Clause

SECTION 110. Benefits of Indenture

SECTION 111. No Personal Liability

SECTION 112. Governing Law

SECTION 113. Legal Holidays

SECTION 114. Force Majeure

SECTION 115. U.S.A. Patriot Act

SECTION 116. Electronic Signatures

ARTICLE TWO SECURITIES FORMS

SECTION 201. Forms of Securities

SECTION 202. Form of Trustee’s Certificate of Authentication

SECTION 203. Securities Issuable in Global Form

ARTICLE THREE THE SECURITIES

SECTION 301. Amount Unlimited; Issuable in Series

SECTION 302. Denominations

SECTION 303. Execution, Authentication, Delivery and Dating

SECTION 304. Temporary Securities

SECTION 305. Registration, Registration of Transfer and Exchange

SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities

SECTION 307. Payment of Interest; Interest Rights Preserved

SECTION 308. Persons Deemed Owners

SECTION 309. Cancellation

SECTION 310. Computation of Interest

SECTION 311. CUSIPs

ARTICLE FOUR SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Indenture

SECTION 402. Application of Trust Funds

ARTICLE FIVE REMEDIES

SECTION 501. Events of Default

SECTION 502. Acceleration of Maturity; Rescission and Annulment

SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee

SECTION 504. Trustee May File Proofs of Claim

SECTION 505. Trustee May Enforce Claims Without Possession of Securities

SECTION 506. Application of Money Collected

SECTION 507. Limitation on Suits

SECTION 508. Unconditional Right of Holders to Receive Principal, Premium or Make-Whole Amount, if any, Interest and Additional Amounts

SECTION 509. Restoration of Rights and Remedies

SECTION 510. Rights and Remedies Cumulative

SECTION 511. Delay or Omission Not Waiver

SECTION 512. Control by Holders of Securities

SECTION 513. Waiver of Past Defaults

SECTION 514. Waiver of Stay or Extension Laws

SECTION 515. Undertaking for Costs

ARTICLE SIX THE TRUSTEE

SECTION 601. Notice of Defaults

SECTION 602. Certain Rights and Duties of Trustee

SECTION 603. Not Responsible for Recitals or Issuance of Securities

SECTION 604. May Hold Securities

SECTION 605. Money Held in Trust

SECTION 606. Compensation and Reimbursement

SECTION 607. Corporate Trustee Required; Eligibility

SECTION 608. Resignation and Removal; Appointment of Successor

SECTION 609. Acceptance of Appointment By Successor

SECTION 610. Merger, Conversion, Consolidation or Succession to Business

SECTION 611. Appointment of Authenticating Agent

SECTION 612. Certain Duties and Responsibilities

SECTION 613. Conflicting Interests

SECTION 614. Appointment of Co-Trustee

ARTICLE SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. Disclosure of Names and Addresses of Holders

SECTION 702. Reports by Trustee

SECTION 703. Reports by Company

SECTION 704. Company to Furnish Trustee Names and Addresses of Holders

ARTICLE EIGHT CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

SECTION 801. Consolidations and Mergers of Company and Sales, Leases and Conveyances Permitted Subject to Certain Conditions

SECTION 802. Rights and Duties of Successor Corporation

SECTION 803. Officers’ Certificate and Opinion of Counsel

ARTICLE NINE SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures without Consent of Holders

SECTION 902. Supplemental Indentures with Consent of Holders

SECTION 903. Execution of Supplemental Indentures

SECTION 904. Effect of Supplemental Indentures

SECTION 905. Conformity with Trust Indenture Act

SECTION 906. Reference in Securities to Supplemental Indentures

SECTION 907. Notice of Supplemental Indentures

SECTION 908. Subordination Unimpaired

ARTICLE TEN COVENANTS

SECTION 1001. Payment of Principal, Premium or Make-Whole Amount, if any, Interest and Additional Amounts

SECTION 1002. Maintenance of Office or Agency

SECTION 1003. Money for Securities Payments to Be Held in Trust

SECTION 1004. Existence

SECTION 1005. Maintenance of Properties

SECTION 1006. Payment of Taxes and Other Claims

SECTION 1007. Statement as to Compliance

SECTION 1008. Additional Amounts

SECTION 1009. Waiver of Certain Covenants

ARTICLE ELEVEN REDEMPTION OF SECURITIES

SECTION 1101. Applicability of Article

SECTION 1102. Election to Redeem; Notice to Trustee

SECTION 1103. Selection by Trustee of Securities to Be Redeemed

SECTION 1104. Notice of Redemption

SECTION 1105. Deposit of Redemption Price

SECTION 1106. Securities Payable on Redemption Date

SECTION 1107. Securities Redeemed in Part

ARTICLE TWELVE SINKING FUNDS

SECTION 1201. Applicability of Article

SECTION 1202. Satisfaction of Sinking Fund Payments with Securities

SECTION 1203. Redemption of Securities for Sinking Fund

ARTICLE THIRTEEN DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1301. Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance

SECTION 1302. Defeasance and Discharge

SECTION 1303. Covenant Defeasance

SECTION 1304. Conditions to Defeasance or Covenant Defeasance

SECTION 1305. Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions

ARTICLE FOURTEEN MEETINGS OF HOLDERS OF SECURITIES

iii

SECTION 1401. Purposes for Which Meetings May Be Called

SECTION 1402. Call, Notice and Place of Meetings

SECTION 1403. Persons Entitled to Vote at Meetings

SECTION 1404. Quorum; Action

SECTION 1405. Determination of Voting Rights; Conduct and Adjournment of Meetings

SECTION 1406. Counting Votes and Recording Action of Meetings

SECTION 1407. Evidence of Action Taken by Holders

SECTION 1408. Proof of Execution of Instruments

ARTICLE FIFTEEN SUBORDINATION

SECTION 1501. Agreement to Subordinate

SECTION 1502. Liquidation; Dissolution; Bankruptcy

SECTION 1503. Default on Senior Debt

SECTION 1504. Acceleration of Securities

SECTION 1505. When Distribution Must Be Paid Over

SECTION 1506. Notice by Company

SECTION 1507. Subrogation

SECTION 1508. Relative Rights

SECTION 1509. Subordination May Not Be Impaired By Company

SECTION 1510. Distribution or Notice to Representative

SECTION 1511. Rights of Trustee and Paying Agent

BURKE & HERBERT FINANCIAL SERVICES CORP. R

econciliation and tie between Trust Indenture Act of 1939, as amended (the “TIA”), and Indenture, dated as of September 30, 2026:

Trust Indenture Act Section

Indenture Section

Section 310(a)(1)

607

(a)(2)

607

(b)

608, 613

Section 312(a)

704

(c)

701

Section 313(a)

702

Section 314(a)

703

(a)(4)

1007

(c)(1)

102

(c)(2)

102

(e)

102

Section 315(b)

601, 602

Section 316(a)(last sentence)

101 (“Outstanding”)

(a)(1)(A)

502, 512

(a)(1)(B)

513

(b)

508

Section 317(a)(1)

503

(a)(2)

504

Section 318(a)

112

(c)

112

Note: This reconciliation and tie shall not, for

any purpose, be deemed to be a part of the Indenture.

Attention should also be directed to Section 318(c) of

the TIA, which provides that the provisions of Sections 310 to and including 317 of the TIA are a part of and govern every qualified indenture,

whether or not physically contained therein.

INDENTURE

INDENTURE, dated as of September 30,

2026, between BURKE & HERBERT FINANCIAL SERVICES CORP., a Virginia corporation (the “Company”), having its

principal office at 100 S. Fairfax Street, Alexandria, Virginia 22314 and Wilmington Trust, National Association, a national banking association

organized under the laws of the United States, as Trustee hereunder (the “Trustee”).

RECITALS OF THE COMPANY

The Company deems it necessary

to issue from time to time for its lawful purposes subordinated debt securities (the “Securities”) evidencing its unsecured

and subordinated indebtedness, and has duly authorized the execution and delivery of this Indenture to provide for the issuance from time

to time of the Securities, unlimited as to aggregate principal amount, to bear interest at the rates or formulas, to mature at such times

and to have such other provisions as shall be fixed therefor as hereinafter provided.

All things necessary to make

this Indenture a valid agreement of the Company, in accordance with its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of

the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate

benefit of all Holders of the Securities, as follows:

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101. Definitions.

For all purposes of this Indenture,

except as otherwise expressly provided or the context otherwise requires:

(i) the terms defined in this Article have the meanings assigned to them in this Article, and include

the plural as well as the singular;

(ii) all other terms used herein that are defined in the TIA, either directly or by reference therein, have

the meanings assigned to them therein, and the terms “cash transaction” and “self-liquidating paper,” as used

in TIA Section 311, shall have the meanings assigned to them in the rules of the Commission adopted under the TIA;

(iii) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with

accounting principles generally accepted in the United States;

(iv) the words “herein,” “hereof” and “hereunder” and other words of similar

import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision;

(v) the word “or” is not exclusive; and

(vi) the word “including” means “including without limitation.”

Certain terms, used principally

in Article Three, Article Five, Article Six and Article Ten, are defined in those Articles. In addition, the following

terms shall have the indicated respective meanings:

“Act” has

the meaning specified in Section 104.

-1-

“Additional Amounts”

means any additional amounts that are required by a Security, under circumstances specified therein, to be paid by the Company in respect

of certain taxes imposed on certain Holders and that are owing to such Holders.

“Affiliate”

of any specified Person means 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 transaction involving a global Security or beneficial interest therein, the rules and procedures

of DTC for such global Security, Euroclear or Clearstream, in each case to the extent applicable to such transaction and as in effect

from time to time.

“Authenticating Agent”

means any authenticating agent appointed by the Trustee pursuant to Section 611.

“Bankruptcy Law”

has the meaning specified in Section 501.

“Board of Directors”

means either (i) the Board of Directors of the Company, the executive committee or any other committee or director of that board

duly authorized to act for it in respect hereof, or (ii) one or more duly authorized officers of the Company to whom the Board of

Directors of the Company or a committee thereof has delegated the authority to act with respect to the matters contemplated by this Indenture.

“Board Resolution”

means (i) a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by

the Board of Directors or a committee thereof, and to be in full force and effect on the date of such certification, and delivered to

the Trustee or (ii) a certificate signed by the authorized officer or officers of the Company to whom the Board of Directors of the

Company or a committee thereof has delegated its authority (as described in the definition of Board of Directors), and in each case, delivered

to the Trustee.

“Business Day,”

when used with respect to any Place of Payment or any other particular location referred to in this Indenture or in the Securities, means,

unless otherwise specified with respect to any Securities pursuant to Section 301, any day, other than a Saturday or Sunday, that

is neither a legal holiday nor a day on which the Trustee or banking institutions in the Place of Payment or particular location are authorized

or required by law, regulation or executive order to close.

“Clearstream”

means Clearstream Banking, société anonyme, Luxembourg.

“Commission”

means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after

execution of this instrument such Commission is not existing and performing the duties now assigned to it under the TIA, then the body

performing such duties on such date.

“Common Depository”

has the meaning specified in Section 304(b).

“Company”

means the Person named as the “Company” in the first paragraph of this Indenture until a successor corporation shall have

become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor corporation.

“Company Request”

and “Company Order” mean, respectively, a written request or order signed in the name of the Company by an Officer

of the Company (or any Person designated in writing by an Officer of the Company as authorized to execute and deliver Company Requests

and Company Orders) and delivered to the Trustee.

“Conversion Event”

means the cessation of use of (i) a Foreign Currency (other than as otherwise provided with respect to a Security pursuant to Section 301)

as provided by the government of the country that issued such currency and for the settlement of transactions by a central bank or other

public institutions of or within the international banking community, or (ii) the ECU, both within the European Monetary System and

for the settlement of transactions by public institutions of or within the European Community, or (iii) any currency unit (or composite

currency) for the purposes for which it was established.

-2-

“Corporate Trust

Office” means the principal corporate trust office of the Trustee at which, at any particular time, its principal corporate

trust business relating to this Indenture shall be principally administered, which office at the date hereof is located at Wilmington

Trust, National Association, Institutional Services, 1100 North Market Street, Wilmington, Delaware 19890, Attention: Burke &

Herbert Financial Services Corp. Administrator, or such other address as the Trustee may designate from time to time by notice to the

Holders and the Company, or the principal corporate trust office 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).

“Custodian”

has the meaning specified in Section 501.

“Debt”

means the principal, premium, if any, unpaid interest (including interest accruing on or after the filing of any petition in bankruptcy

or for reorganization relating to the Company whether or not a claim for post-filing interest is allowed in such proceeding), fees, charges,

expenses, reimbursement and indemnification obligations, and all other amounts payable under or in respect of the following indebtedness

of the Company for money borrowed, whether any such indebtedness exists as of the date of the Indenture or is created, incurred, assumed

or guaranteed after such date:

(i) any debt (a) for money borrowed, (b) evidenced by a bond, note, debenture, or similar instrument

(including purchase money obligations) given in connection with the acquisition of any business, property or assets, whether by purchase,

merger, consolidation or otherwise, but shall not include any account payable or other obligation created or assumed in the ordinary course

of business in connection with the obtaining of materials or services, or (c) that is a direct or indirect obligation that arises

as a result of banker’s acceptances or bank letters of credit issued to secure obligations of the Company, or to secure the payment

of revenue bonds issued for the benefit of the Company, whether contingent or otherwise;

(ii) any debt of others described in the preceding clause (i) that the Company has guaranteed or for which

it is otherwise liable;

(iii) the obligation of the Company, as lessee under any lease of property that is reflected on the Company’s

balance sheet as a capitalized lease; and

(iv) any deferral, amendment, renewal, extension, supplement or refunding of any liability of the kind described

in any of the preceding clauses (i), (ii), and (iii); provided, however, that, in computing indebtedness of the Company,

there shall be excluded any particular indebtedness if, upon or prior to the maturity thereof, there shall have been deposited with a

depository in trust money (or evidence of indebtedness if permitted by the instrument creating such indebtedness) in the necessary amount

to pay, redeem or satisfy such indebtedness as it becomes due, and the amount so deposited shall not be included in any computation of

the assets of the Company.

“Defaulted Interest”

has the meaning specified in Section 307.

“Dollar”

or “$” means a dollar or other equivalent unit in such coin or currency of the United States of America as at the time

shall be legal tender for payment of public and private debts.

“DTC” means

The Depository Trust Company, its nominees and their respective successors.

“Euroclear”

means Euroclear Bank or its successor as operator of the Euroclear System.

“Event of Default”

has the meaning specified in Section 501.

-3-

“Exchange Act”

means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder by the Commission.

“Foreign Currency”

means any currency, currency unit or composite currency issued by the government of one or more countries other than the United States

of America or by any recognized confederation or association of such governments.

“GAAP”

means generally accepted accounting principles as used in the United States applied on a consistent basis as in effect from time to time;

provided that solely for purposes of any calculation required by the financial covenants contained herein, “GAAP” shall mean

generally accepted accounting principles as used in the United States on the date hereof, applied on a consistent basis.

“Government Obligations”

means, with respect to any Securities, unless otherwise specified herein or therein:

(i) direct obligations of the United States of America or the government that issued the Foreign Currency

in which the Securities of a particular series are payable, for the payment of which its full faith and credit is pledged;

(ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the

United States of America or such government that issued the Foreign Currency in which the Securities of such series are payable, the payment

of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America or such other government,

which, in either case, are not callable or redeemable at the option of the issuer thereof; and

(iii) a depository receipt issued by a bank or trust company as custodian with respect to any such Government

Obligation or a specific payment of interest on or principal of any such Government Obligation held by such custodian for the account

of the holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction

from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government

Obligation or the specific payment of interest on or principal of the Government Obligation evidenced by such depository receipt.

“Holder”

means, in the case of a Registered Security, the Person in whose name a Security is registered in the Security Register.

“Indenture”

means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental

hereto entered into pursuant to the applicable provisions hereof, and shall include the terms of particular series of Securities established

as contemplated by Section 301; provided, however, that, if at any time more than one Person is acting as Trustee under

this instrument, “Indenture” shall mean, with respect to any one or more series of Securities for which such Person is Trustee,

this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental

hereto entered into pursuant to the applicable provisions hereof and shall include the terms of the or those particular series of Securities

for which such Person is Trustee established as contemplated by Section 301, exclusive, however, of any provisions or terms that

relate solely to other series of Securities for which such Person is not Trustee, regardless of when such terms or provisions were adopted,

and exclusive of any provisions or terms adopted by means of one or more indentures supplemental hereto executed and delivered after such

Person had become such Trustee but to which such Person, as such Trustee, was not a party.

“Indexed Security”

means a Security the terms of which provide that the principal amount thereof payable at Stated Maturity may be more or less than the

principal face amount thereof at original issuance.

“Interest”

means, when used with respect to an Original Issue Discount Security that by its terms bears interest only after Maturity, interest payable

after Maturity, and, when used with respect to a Security that provides for the payment of Additional Amounts pursuant to Section 1008,

includes such Additional Amounts.

-4-

“Interest Payment

Date” means, when used with respect to any Security, the Stated Maturity of an installment of interest on such Security.

“Make-Whole Amount”

means the amount, if any, in addition to principal that is required by a Security, under the terms and conditions specified therein or

as otherwise specified as contemplated by Section 301, to be paid by the Company to the Holder thereof in connection with any optional

redemption or accelerated payment of such Security, as determined by the Company.

“Maturity”

means, when used with respect to any Security, the date on which the principal of such Security or an installment of principal becomes

due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, notice of redemption,

notice of option to elect repayment, repurchase or otherwise.

“Officer”

means the Chief Executive Officer, the President, the Chief Financial Officer, the Corporate Treasurer, the Corporate Controller, the

Chief Legal Officer or Secretary (or other senior executive of the Company with a similar role or title) of the Company.

“Officers’

Certificate” means a certificate signed by any two Officers of the Company, and delivered to the Trustee, which meets the requirements

of Section 102.

“Opinion of Counsel”

means a written opinion from legal counsel, which opinion meets the requirements of Section 102. The counsel may be an employee of,

or counsel for, the Company or an affiliate of the Company.

“Original Issue Discount

Security” means any Security that provides for an amount less than the principal amount thereof to be due and payable upon a

declaration of acceleration of the Maturity thereof pursuant to Section 502.

“Outstanding,”

when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under

this Indenture, except:

(i) Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation;

(ii) Securities, or portions thereof, for whose payment or redemption or repayment money in the necessary amount

has been theretofore deposited 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 shall act as its own Paying Agent) for the Holders of such Securities; provided that, if such Securities

are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or other provision therefor satisfactory

to the Trustee has been made;

(iii) Securities, except solely to the extent provided in Sections 1302 or 1303, as applicable, with respect

to which the Company has effected defeasance and/or covenant defeasance as provided in Article Thirteen;

(iv) Securities that have been paid pursuant to Section 306 or in exchange for or in lieu of which other

Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there

shall have been presented to the Trustee proof satisfactory to the Trustee that such Securities are held by a bona fide purchaser in whose

hands such Securities are valid obligations of the Company; and

-5-

(v) Securities converted or exchanged into other securities or property (including securities of other issuers,

provided that such securities are registered under Section 12 of the Exchange Act and such issuer is then eligible to use Form S-3

(or any successor form) for a primary offering of its securities) of the Company pursuant to or in accordance with this Indenture if the

terms of such Securities provide for convertibility or exchange pursuant to Section 301; provided, however, that in

determining whether the Holders of the requisite principal amount of the Outstanding Securities have given any request, demand, authorization,

direction, notice, consent or waiver hereunder or are present at a meeting of Holders for quorum purposes, and for the purpose of making

the calculations required by TIA Section 313, (a) the principal amount of an Original Issue Discount Security that may be counted

in making such determination or calculation and that shall be deemed to be Outstanding for such purpose shall be equal to the amount of

principal thereof that would be (or shall have been declared to be) due and payable, at the time of such determination, upon a declaration

of acceleration of the maturity thereof pursuant to Section 502, (b) the principal amount of any Security denominated in a Foreign

Currency that may be counted in making such determination or calculation and that shall be deemed Outstanding for such purpose shall be

equal to the Dollar equivalent, determined pursuant to Section 301 as of the date such Security is originally issued by the Company,

of the principal amount (or, in the case of an Original Issue Discount Security, the Dollar equivalent as of such date of original issuance

of the amount determined as provided in clause (a) above) of such Security, (c) the principal amount of any Indexed Security

that may be counted in making such determination or calculation and that shall be deemed to be Outstanding for such purpose shall be equal

to the principal face amount of such Indexed Security at original issuance, unless otherwise provided with respect to such Indexed Security

pursuant to Section 301, and (d) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of

the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee

shall be protected in making such calculation or in relying upon any such request, demand, authorization, direction, notice, consent or

waiver, only Securities that a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities so

owned that 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 Securities and that the pledgee is not the Company or any other obligor upon

the Securities or any Affiliate of the Company or of such other obligor.

“Paying Agent”

means any Person authorized by the Company to pay the principal of (and premium or Make-Whole Amount, if any) or interest on any Securities,

or if no such Person is authorized, the Company.

“Person”

means any individual, corporation, association, company, business trust, partnership, limited liability company, joint venture, joint

stock company, trust, unincorporated organization or government, or any agency or political subdivision thereof.

“Place of Payment”

means, when used with respect to the Securities of or within any series, the place or places where the principal of (and premium or Make-Whole

Amount, if any) and interest on such Securities are payable as specified as contemplated by Sections 301 and 1002.

“Predecessor Security”

of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular

Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or

in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost

or stolen Security.

“Redemption Date”

means, when used with respect to any Security to be redeemed in whole or in part, the date fixed for such redemption by or pursuant to

this Indenture.

“Redemption Price”

means, when used with respect to any Security to be redeemed, the price at which it is to be redeemed pursuant to this Indenture.

“Registered Security”

means any Security that is registered in the Security Register.

“Regular Record Date”

for the installment of interest payable on any Interest Payment Date on the Registered Securities of or within any series means the date

specified for that purpose as contemplated by Section 301, whether or not a Business Day.

-6-

“Repayment Date”

means, when used with respect to any Security to be repaid, the date fixed for such repayment by or pursuant to this Indenture.

“Representative”

means the indenture trustee or other trustee, agent or representative for an issue of Senior Debt.

“Responsible Officer”

when used with respect to the Trustee, means any officer in the Corporate Trust Office of the Trustee assigned by the Trustee (or any

successor group of the Trustee) to administer this Indenture and having direct responsibility for the administration of this Indenture,

and also, with respect to a particular corporate trust matter relating to this Indenture, any other officer to whom such matter is referred

because of such officer’s knowledge of and familiarity with the particular subject.

“Securities Act”

means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder by the Commission.

“Security”

has the meaning stated in the first recital of this Indenture and, more particularly, means any Security or Securities authenticated and

delivered under this Indenture; provided, however, that if at any time there is more than one Person acting as Trustee under

this Indenture, “Securities” with respect to the Indenture as to which such Person is Trustee shall have the meaning

stated in the first recital of this Indenture and shall more particularly mean Securities authenticated and delivered under this Indenture,

exclusive, however, of Securities of or within any series as to which such Person is not Trustee.

“Security Register”

and “Security Registrar” have the respective meanings specified in Section 305.

“Senior Debt”

means the principal, premium, if any, unpaid interest (including interest accruing on or after the filing of any petition in bankruptcy

or for reorganization relating to the Company whether or not a claim for post-filing interest is allowed in such proceeding), fees, charges,

expenses, reimbursement and indemnification obligations, and all other amounts payable under or in respect of the following indebtedness

of the Company for money borrowed, whether any such indebtedness exists as of the date of the Indenture or is created, incurred, assumed

or guaranteed after such date:

(i) any debt (a) for money borrowed by the Company, or (b) evidenced by a bond, note, debenture,

or similar instrument (including purchase money obligations) given in connection with the acquisition of any business, property or assets,

whether by purchase, merger, consolidation or otherwise, but shall not include any account payable or other obligation created or assumed

in the ordinary course of business in connection with the obtaining of materials or services, or (c) which is a direct or indirect

obligation which arises as a result of banker’s acceptances or bank letters of credit issued to secure obligations of the Company,

or to secure the payment of revenue bonds issued for the benefit of the Company whether contingent or otherwise;

(ii) any debt of others described in the preceding clause (i) that the Company has guaranteed or for which

it is otherwise liable;

(iii) the obligation of the Company as lessee under any lease of property which is reflected on the Company’s

balance sheet as a capitalized lease; and

(iv) any deferral, amendment, renewal, extension, supplement or refunding of any liability of the kind described

in any of the preceding clauses (i), (ii) and (iii);

provided,

however, that, in determining the indebtedness of the Company, there shall be excluded any particular indebtedness if, upon

or prior to the maturity thereof, there shall have been deposited with a depository in trust money (or evidence of indebtedness if permitted

by the instrument creating such indebtedness) in the necessary amount to pay, redeem or satisfy such indebtedness as it becomes due, and

the amount so deposited shall not be included in any determination of the indebtedness of the Company; provided, further, that, in determining

the indebtedness of the Company hereunder, there shall be excluded (a) any such indebtedness, obligation or liability referred to

in clauses (i) through (iv) above as to which, in the instrument creating or evidencing the same or pursuant to which the same

is outstanding, it is provided that such indebtedness, obligation or liability is not superior in right of payment to the Securities,

or ranks pari passu with the Securities, (b) any such indebtedness, obligation or liability which is subordinated to indebtedness

of the Company to substantially the same extent as or to a greater extent than the Securities are subordinated, (c) any indebtedness

to a Subsidiary and (d) the Securities. There is no limit on the amount of Senior Debt that the Company may incur.

-7-

“Special Record Date”

for the payment of any Defaulted Interest on the Registered Securities of or within any series means a date fixed by the Company pursuant

to Section 307.

“Stated Maturity”

means, when used with respect to any Security or any installment of principal thereof or interest thereon, the date specified in such

Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable.

“Subsidiary”

means a corporation or a partnership or a limited liability company a majority of the outstanding Voting Stock or partnership or membership

interests, as the case may be, of which is owned or controlled, directly or indirectly, by the Company or by one or more of its other

Subsidiaries.

“Trust Indenture

Act” or “TIA” means the Trust Indenture Act of 1939, as amended and as in force at the date as of which this

Indenture was executed, except as provided in Section 905.

“Trustee”

means the Person named as the “Trustee” in the first paragraph of this Indenture until a successor Trustee shall have become

such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who

is then a Trustee hereunder; provided, however, that if at any time there is more than one such Person, “Trustee”

as used with respect to the Securities of or within any series shall mean only the Trustee with respect to the Securities of that series.

“United States”

means, unless otherwise specified with respect to any Securities pursuant to Section 301, the United States of America (including

the states and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction.

“United States person”

means, unless otherwise specified with respect to any Securities pursuant to Section 301, an individual who is a citizen or resident

of the United States, a corporation, partnership or other entity created or organized in or under the laws of the United States or any

state or the District of Columbia or an estate or trust the income of which is subject to United States federal income taxation regardless

of its source.

“U.S.A. Patriot Act”

has the meaning specified in Section 115.

“Vice President”

when used with respect to the Trustee shall mean any vice president, whether or not designated by a number or word or words added before

or after the title “vice president,” including any Executive or Senior Vice President.

“Voting Stock”

means stock having voting power for the election of directors, or trustees, as the case may be.

“Yield to Maturity”

means the yield to maturity, computed at the time of issuance of a Security (or, if applicable, at the most recent predetermination of

interest on such Security) and as set forth in such Security in accordance with generally accepted United States bond yield computation

principles.

-8-

SECTION 102. Compliance Certificates and

Opinions.

Upon any application or request

by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee an Officers’

Certificate stating that all conditions precedent, if any, provided for in this Indenture (including covenants, compliance with which

constitutes conditions precedent) relating to the proposed action have been complied with and an Opinion of Counsel stating that in the

opinion of such counsel all such conditions 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 is specifically required by any provision of this Indenture relating to such particular

application or request, no additional certificate or opinion need be furnished.

Every certificate or opinion

with respect to compliance with a condition or covenant provided for in this Indenture (excluding certificates delivered pursuant to Section 1007)

shall include:

(i) a statement that each individual signing such certificate or opinion has read such condition or covenant

and the definitions herein relating thereto;

(ii) 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;

(iii) a statement that, in the opinion of each such individual, he has made such examination or investigation

as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant has been complied with; and

(iv) a statement as to whether, in the opinion of each such individual, such condition or covenant has been

complied with.

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 as 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.

Any certificate or opinion

of an Officer may be based, insofar as it relates to legal matters, upon an Opinion of Counsel, or a certificate or representations by

counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the opinion, certificate or representations

with respect to the matters upon which his certificate or opinion is based are erroneous. Any such Opinion of Counsel or certificate or

representations may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an Officer

or Officers stating that the information as to such factual matters is in the possession of the Company, unless such counsel knows that

the certificate or opinion or representations as 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, they may, but need not, be consolidated and form one instrument.

SECTION 104. Acts of Holders.

(a) Any request, demand,

authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of the Outstanding

Securities of all series or one or more series, as the case may be, may be embodied in and evidenced by one or more instruments of substantially

similar tenor signed by such Holders in person or by agents duly appointed in writing. Except as herein otherwise expressly provided,

such action shall 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 or so voting

at any such meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or of the holding by any Person

of a Security, shall be sufficient for any purpose of this Indenture and (subject to Section 612) 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. The record of any meeting

of Holders of Securities shall be proved in the manner provided in Section 1406.

-9-

(b) The fact and date

of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a

certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing

such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than

his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the

execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other reasonable

manner that the Trustee deems sufficient.

Registered Securities shall be proved by the Security Register or by a certificate of the Security Registrar.

(d) If the Company shall

solicit from the Holders of Registered Securities any request, demand, authorization, direction, notice, consent, waiver or other Act,

the Company may, at its option, in or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled

to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation

to do so. Notwithstanding TIA Section 316(c), such record date shall be the record date specified in or pursuant to such Board Resolution,

which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and

not later than the date such solicitation is completed. If such a record date is fixed, such request, demand, authorization, direction,

notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business

on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Outstanding

Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other

Act, and for that purpose the Outstanding Securities shall be computed as of such record date; provided that no such authorization, agreement

or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of

this Indenture not later than eleven months after the record date.

(e) Any request, demand,

authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same

Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof

in respect of anything done, omitted or suffered to be done by the Trustee, any Security Registrar, any Paying Agent, any Authenticating

Agent or the Company in reliance thereon, whether or not notation of such action is made upon such Security.

SECTION 105. Notices, etc.

Any request, demand, authorization,

direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given

or furnished to or filed with,

(i) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if in writing

and sent, first-class postage prepaid, or sent via overnight courier guaranteeing next day delivery, same day messenger service or by

electronic mail (in PDF) to the Trustee at its Corporate Trust Office, Attention: Burke & Herbert Financial Services Corp. Administrator,

(ii) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise

herein expressly provided) if in writing and sent, first-class postage prepaid, or sent via overnight courier guaranteeing next day delivery,

same day messenger service or electronic mail (in PDF), to the Company addressed to it at the address of its principal office specified

in the first paragraph of this Indenture or at any other address previously furnished in writing to the Trustee by the Company.

All notices and communications

(other than those sent to Holders) shall be deemed to have been duly given: (i) at the time delivered by hand, if personally delivered;

(ii) when return receipt is delivered, if delivered by electronic mail; (iii) five Business Days after being deposited in the

mail, postage prepaid; and (iv) the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing

next day delivery. Notice to the Trustee shall be effective only if such receipt is acknowledged.

-10-

Whenever under this Indenture

the Trustee or the Company is required to provide any notice by mail, in all cases each of the Trustee and the Company may alternatively

provide notice by overnight courier, by facsimile, with confirmation of transmission, or by electronic mail, with return receipt requested.

SECTION 106. Notice to Holders; Waiver.

Where this Indenture provides

for notice of any event to Holders of Registered Securities by the Company or the Trustee, such notice shall be sufficiently given (unless

otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, by overnight courier guaranteeing next day

delivery, by facsimile or by electronic mail to each such Holder affected by such event, at his address, facsimile number or email address

as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving

of such notice. Any notice or communication shall also be so delivered to any Person, to the extent required by the TIA. In any case where

notice to Holders of Registered Securities is given as provided herein, neither the failure to send such notice, nor any defect in any

notice so sent, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders of Registered Securities.

Any notice mailed or sent to a Holder in the manner herein prescribed shall be conclusively deemed to have been received by such Holder,

whether or not such Holder actually receives such notice. In the case of a global Security, notices shall be given in accordance with

the applicable procedures of DTC. Notwithstanding any other provision of this Indenture or any Security, where this Indenture or any Security

provides for notice of any event (including any notice of redemption or repurchase) to a Holder of a global Security (whether by mail

or otherwise), such notice shall be sufficiently given if given to DTC (or its designee) pursuant to the standing instructions from DTC

or its designee, including by electronic mail in accordance with Applicable Procedures.

If by reason of the suspension

of or irregularities in regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail or

electronically as prescribed above, then such notification to Holders of Registered Securities by other means as determined by the Company

shall constitute a sufficient notification to such Holders for every purpose hereunder.

Any request, demand, authorization,

direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that any published

notice may be in an official language of the country of publication.

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 shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such

filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

SECTION 107. Effect of Headings; Table

of Contents; Counterparts.

The Article and Section headings

herein and the Table of Contents are for convenience only and shall not affect the construction hereof. This Indenture may be executed

in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute

but one and the same Indenture. Notwithstanding the foregoing, and subject to Section 116, the exchange of copies of this Indenture

and of signature pages by facsimile, PDF (including by e-mail), Docusign, other electronic signature platform or other electronic

transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the

original Indenture and signature pages for all purposes. The provisions of Section 116 shall govern the use and legal effect

of electronic signatures and electronic delivery under this Indenture.

SECTION 108. Successors and Assigns.

All covenants and agreements

in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

-11-

SECTION 109. Separability Clause.

In case any provision in this

Indenture or in any Security shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions

shall not in any way be affected or impaired thereby.

SECTION 110. Benefits of Indenture.

Nothing in this Indenture

or in the Securities, express or implied, shall give to any Person, other than the parties hereto, any Security Registrar, any Paying

Agent, any Authenticating Agent and their successors hereunder (and, with respect to Article Fifteen, the holders of Senior Debt)

or the Holders any benefit or any legal or equitable right, remedy or claim under this Indenture.

SECTION 111. No Personal Liability.

No recourse under or upon

any obligation, covenant or agreement contained in this Indenture, in any Security, or because of any indebtedness evidenced thereby,

shall be had against any promoter, as such, or against any past, present or future shareholder, officer or director, as such, of the Company

or of any successor, either directly or through the Company or any 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 Securities by the Holders thereof and as part of the consideration for the issue of the Securities.

SECTION 112. Governing Law.

This Indenture and the Securities

shall be governed by and construed in accordance with the laws of the State of New York. This Indenture is subject to the provisions of

the TIA that are required to be part of this Indenture and shall, to the extent applicable, be governed by such provisions. The parties

to this Indenture each hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in

the Borough of Manhattan in The City of New York in any action or proceeding arising out of or relating to the Securities or this Indenture,

and all such parties hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such

New York State or federal court and hereby irrevocably waive, to the fullest extent that they may legally do so, the defense of an inconvenient

forum to the maintenance of such action or proceeding. EACH OF THE PARTIES HERETO AND THE HOLDERS (BY THEIR ACCEPTANCE OF THE SECURITIES)

HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING

ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

SECTION 113. Legal Holidays.

In any case where any Interest

Payment Date, Redemption Date, Repayment Date, sinking fund payment date, Stated Maturity or Maturity of any Security or the last date

on which a Holder has the right to convert or exchange a Security at a particular conversion or exchange price shall not be a Business

Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or any Security other than a provision in the

Securities of any series that specifically states that such provision shall apply in lieu hereof), payment of interest or any Additional

Amounts or principal (and premium or Make-Whole Amount, if any) need not be made at such Place of Payment on such date, conversion or

exchange need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of

Payment with the same force and effect as if made on the Interest Payment Date, Redemption Date, Repayment Date or sinking fund payment

date, or at the Stated Maturity or Maturity or on such last day for conversion or exchange, provided that no interest shall accrue on

the amount so payable for the period from and after such Interest Payment Date, Redemption Date, Repayment Date, sinking fund payment

date, Stated Maturity or Maturity or on such last day for conversion or exchange, as the case may be.

-12-

SECTION 114. Force Majeure.

In no event shall the Trustee

(in any capacity hereunder) 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, circumstances beyond its control, including, without limitation, any act or provisions of

any present or future law or regulation or governmental authority, strikes, work stoppages, accidents, labor disputes, acts of war or

terrorism, civil or military disturbances, nuclear or natural catastrophes including earthquakes, fires, floods, wars, terrorism or acts

of God, sabotage, epidemics, riots, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware)

services or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility; it being understood

that the Trustee (in any capacity hereunder) shall use reasonable efforts which are consistent with accepted practices in the banking

industry to resume performance as soon as practicable under the circumstances.

SECTION 115. U.S.A. Patriot Act.

The parties hereto acknowledge

that in accordance with Section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept

and Obstruct Terrorism Act of 2001, as amended (the “U.S.A. Patriot Act”), the Trustee, like all financial institutions

and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies

each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree

that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the

U.S.A. Patriot Act.

SECTION 116. Electronic Signatures.

The Company, the Trustee,

the Holders and their respective agents may execute, deliver and transmit this Indenture, any supplemental indenture and any notices,

certificates, Officers’ Certificates, Opinions of Counsel, Company Requests, Company Orders and all other documents and instruments

required or permitted under this Indenture or any supplemental indenture by electronic signature or electronic transmission. Any electronic

signature, including any signature transmitted via PDF (including by e-mail), facsimile, DocuSign or other electronic signature platform,

on any such document or instrument shall be deemed to be an original signature and shall have the same legal validity, enforceability

and admissibility as a manual ink signature. The parties intend that this Section comply with the Electronic Signatures in Global

and National Commerce Act, 15 U.S.C. § 7001 et seq. (E-SIGN Act), the Uniform Electronic Transactions Act (UETA) as adopted in the

applicable jurisdiction and any other applicable law governing electronic transactions. Delivery of an executed counterpart of this Indenture

or any document or instrument delivered pursuant hereto by electronic transmission, including by PDF (including by e-mail), facsimile,

DocuSign, other electronic signature platform or other electronic means, shall be as effective as delivery of a manually executed original.

No party shall deny the legal effect, validity or enforceability of any document or instrument solely because it was executed or delivered

using an electronic signature or electronic transmission. The foregoing provisions shall apply to the execution and delivery of supplemental

indentures, Officers’ Certificates, Opinions of Counsel, Company Requests, Company Orders, Acts of Holders and any other notices,

consents, waivers or other communications required or permitted hereunder. Notwithstanding the foregoing, nothing in this Section 116

shall require any party to use or accept electronic signatures if such party elects in a reasonable time by providing written notice to

the other parties to require original manual signatures in its sole discretion.

ARTICLE TWO

SECURITIES FORMS

SECTION 201. Forms of Securities.

The Registered Securities,

if any, shall be in substantially the forms as shall be established in or pursuant to one or more indentures supplemental hereto, Board

Resolutions or, subject to Section 303 or determined in the manner provided in, an Officers’ Certificate pursuant to a Board

Resolution, shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this

Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification or designation and

such legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this

Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or

regulation of any stock exchange on which the Securities may be listed, or to conform to usage.

-13-

The definitive Securities

shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved

borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities, as evidenced

by their execution of such Securities.

SECTION 202. Form of Trustee’s

Certificate of Authentication.

Subject to Section 611,

the Trustee’s certificate of authentication shall be in substantially the following form:

This is one of the Securities

of the series designated therein and referred to in the within-mentioned Indenture.

Dated:

WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee

By:

Authorized Signatory

SECTION 203. Securities Issuable in Global

Form.

If Securities of or within

a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (viii) of Section 301

and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be

specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time

endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased

or decreased to reflect exchanges, maturities or redemptions. Any endorsement of a Security in global form to reflect the amount, or any

increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon

written instruction given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee

pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall

deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons

specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously

is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall

be in writing but need not comply with Section 102.

The provisions of the last

sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and

sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need

not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount

of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303.

Notwithstanding the provisions

of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium or Make-Whole

Amount and interest on any Security in permanent global form shall be made to the Person or Persons specified therein.

Notwithstanding the provisions

of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee

shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security, in the case of

a permanent global Security in registered form, as the Holder of such permanent global Security in registered form. The Trustee and any

Paying Agent are hereby authorized to act in accordance with Applicable Procedures.

Notwithstanding any other

provision of this Indenture, so long as a series of Securities is a global Security, the parties hereto will be bound at all times by

the procedures of the applicable depositary with respect to such series.

-14-

ARTICLE THREE

THE SECURITIES

SECTION 301. Amount Unlimited; Issuable

in Series.

The aggregate principal amount

of Securities that may be authenticated and delivered under this Indenture is unlimited.

The Securities may be issued

in one or more series. There shall be established in or pursuant to one or more Board Resolutions, or indentures supplemental hereto,

prior to the issuance of Securities of any series, any or all of the following, as applicable (each of which (except for the matters set

forth in clauses (i), (ii) and (xv) below), if so provided, may be determined from time to time by the Company with respect

to unissued Securities of or within the series when issued from time to time):

(i) the title of the Securities of or within the series (that shall distinguish the Securities of such series

from all other series of Securities);

(ii) any limit upon the aggregate principal amount of the Securities of or within the series that may be authenticated

and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange

for, or in lieu of, other Securities of or within the series pursuant to Sections 304, 305, 306, 906 or 1107);

(iii) the date or dates, or the method by which such date or dates will be determined, on which the principal

of the Securities of or within the series shall be payable and the amount of principal payable thereon;

(iv) the rate or rates (that may be fixed or variable) at which the Securities of or within the series shall

bear interest, if any, or the method by which such rate or rates shall be determined, the date or dates from which such interest shall

accrue or the method by which such date or dates shall be determined, the Interest Payment Dates on which such interest will be payable

and the Regular Record Date, if any, for the interest payable on any Registered Security on any Interest Payment Date, or the method by

which such date shall be determined, and the basis upon which interest shall be calculated if other than that of a 360-day year consisting

of twelve 30-day months;

(v) the place or places where the principal of (and premium or Make-Whole Amount, if any), interest, if any,

on, and Additional Amounts, if any, payable in respect of, Securities of or within the series shall be payable, any Registered Securities

of or within the series may be surrendered for registration of transfer, exchange or conversion and notices or demands to or upon the

Company in respect of the Securities of or within the series and this Indenture may be served;

(vi) the period or periods within which, the price or prices (including the premium or Make-Whole Amount, if

any) at which, the currency or currencies, currency unit or units or composite currency or currencies in which and other terms and conditions

upon which Securities of or within the series may be redeemed in whole or in part, at the option of the Company, if the Company is to

have the option;

(vii) the obligation, if any, of the Company to redeem, repay or purchase Securities of or within the series

pursuant to any sinking fund or analogous provision or at the option of a Holder thereof, and the period or periods within which or the

date or dates on which, the price or prices at which, the currency or currencies, currency unit or units or composite currency or currencies

in which, and other terms and conditions upon which Securities of or within the series shall be redeemed, repaid or purchased, in whole

or in part, pursuant to such obligation;

-15-

(viii) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which any

Registered Securities of or within the series shall be issuable;

(ix) if other than the Trustee, the identity of each Security Registrar and/or Paying Agent;

(x) if other than the principal amount thereof, the portion of the principal amount of Securities of or within

the series that shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 502 or, if applicable,

the portion of the principal amount of Securities of or within the series that is convertible in accordance with the provisions of this

Indenture, or the method by which such portion shall be determined;

(xi) if other than Dollars, the Foreign Currency or Currencies in which payment of the principal of (and premium

or Make-Whole Amount, if any) or interest or Additional Amounts, if any, on the Securities of or within the series shall be payable or

in which the Securities of or within the series shall be denominated;

(xii) whether the amount of payments of principal of (and premium or Make-Whole Amount, if any) or interest,

if any, on the Securities of or within the series may be determined with reference to an index, formula or other method (which index,

formula or method may be based, without limitation, on one or more currencies, currency units, composite currencies, commodities, equity

indices or other indices), and the manner in which such amounts shall be determined;

(xiii) whether the principal of (and premium or Make-Whole Amount, if any) or interest or Additional Amounts,

if any, on the Securities of or within the series are to be payable, at the election of the Company or a Holder thereof, in a currency

or currencies, currency unit or units or composite currency or currencies other than that in which such Securities are denominated or

stated to be payable, the period or periods within which, and the terms and conditions upon which, such election may be made, and the

time and manner of, and identity of the exchange rate agent with responsibility for, determining the exchange rate between the currency

or currencies, currency unit or units or composite currency or currencies in which such Securities are denominated or stated to be payable

and the currency or currencies, currency unit or units or composite currency or currencies in which such Securities are to be so payable;

(xiv) provisions, if any, granting special rights to the Holders of Securities of or within the series upon

the occurrence of such events as may be specified;

(xv) any deletions from, modifications of or additions to the Events of Default or covenants of the Company

with respect to Securities of or within the series, whether or not such Events of Default or covenants are consistent with the Events

of Default or covenants set forth herein;

(xvi) whether Securities of or within the series are to be issuable as Registered Securities, whether any Securities

of or within the series are to be issuable initially in temporary global form and whether any Securities of or within the series are to

be issuable in permanent global form and, if so, whether beneficial owners of interests in any such permanent global Security may exchange

such interests for Securities of such series and of like tenor of any authorized form and denomination and the circumstances under which

any such exchanges may occur, if other than in the manner provided in Section 305, and, if Registered Securities of or within the

series are to be issuable as a global Security, the identity of the depository for such series;

(xvii) the Person to whom any interest on any Registered Security of the series shall be payable, if other than

the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record

Date for such interest, and the extent to which, or the manner in which, any interest payable on a temporary global Security on an Interest

Payment Date will be paid if other than in the manner provided in Section 304;

-16-

(xviii) the applicability, if any, of Sections 1302 and/or 1303 to the Securities of or within the series and

any provisions in modification of, in addition to or in lieu of any of the provisions of Article Thirteen;

(xix) if the Securities of such series are to be issuable in definitive form (whether upon original issue or

upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of

other conditions, then the form and/or terms of such certificates, documents or conditions;

(xx) whether and under what circumstances the Company will pay Additional Amounts as contemplated by Section 1008

on the Securities of or within the series to any Holder who is not a United States person (including any modification to the definition

of such term) in respect of any tax, assessment or governmental charge and, if so, whether the Company will have the option to redeem

such Securities rather than pay such Additional Amounts (and the terms of any such option);

(xxi) the obligation, if any, of the Company to permit the Securities of such series to be converted into or

exchanged for Common Stock of the Company or other securities or property of the Company and the terms and conditions upon which such

conversion or exchange shall be effected (including, without limitation, the initial conversion price or rate, the conversion or exchange

period, any adjustment of the applicable conversion or exchange price or rate and any requirements relative to the reservation of such

shares for purposes of conversion or exchange);

(xxii) if convertible or exchangeable, any applicable limitations on the ownership or transferability of the

securities or property into which such Securities are convertible or exchangeable; and

(xxiii) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture

except as permitted by Section 905).

All Securities of any one

series shall be substantially identical except, in the case of Registered Securities issued in global form, as to denomination and except

as may otherwise be provided in or pursuant to such Board Resolution or in any indenture supplemental hereto. All Securities of any one

series need not be issued at the same time and, unless otherwise provided, a series may be reopened, without the consent of the Holders,

for issuances of additional Securities of such series.

If any of the terms of the

Securities of any series are established by action taken pursuant to one or more Board Resolutions, a copy of an appropriate record of

such action(s) shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior

to the delivery of the Company Order for authentication and delivery of such Securities.

SECTION 302. Denominations.

The Securities of each series

shall be issuable in such denominations as shall be specified as contemplated by Section 301. With respect to Securities of any series

denominated in Dollars, in the absence of any such provisions with respect to the Securities of any series, the Registered Securities

of such series, other than Registered Securities issued in global form (which may be of any denomination), shall be issuable in minimum

denominations of $1,000 and any integral multiple thereof.

SECTION 303. Execution, Authentication,

Delivery and Dating.

The Securities shall be executed

in the name and on behalf of the Company by the manual, electronic (including via “.pdf” or “.tif” or DocuSign

or other electronic signature platform) or facsimile signature of its President, Chief Executive Officer or a Vice President or any future

such authorized officer and may be imprinted or otherwise reproduced on the Securities.

-17-

Securities bearing the manual,

electronic or facsimile signatures of individuals who were at any time the proper officers of the Company shall 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 Securities or did

not hold such offices at the date of such Securities.

At any time and from time

to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to

the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee

in accordance with the Company Order shall authenticate and deliver such Securities.

If all of the Securities of

any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit,

such Company Order may set forth procedures for the issuance of such Securities and determining the terms of particular Securities of

such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. In authenticating

such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall

receive, and (subject to Section 612 and TIA Sections 315(a) through 315(d)) shall be fully protected in conclusively relying

upon:

(i) an Opinion of Counsel complying with Section 102 and stating that:

(a) the form or forms of such Securities have been, or will have been upon compliance with such procedures

as may be specified therein, established in conformity with the provisions of this Indenture and that any conditions precedent to the

authorization and delivery of the Securities have been satisfied;

(b) the terms of such Securities have been, or will have been upon compliance with such procedures as may

be specified therein, established in conformity with the provisions of this Indenture; and

and delivered by the Company to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee

in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel,

will constitute legal, valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable

bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’

rights generally and to general equitable principles and to such other matters as may be specified therein; and

(ii) an Officers’ Certificate complying with Section 102 and stating that all conditions precedent

provided for in this Indenture relating to the issuance of such Securities have been, or will have been upon compliance with such procedures

as may be specified therein, complied with and that, to the best of the knowledge of the signers of such certificate, no Event of Default

with respect to such Securities shall have occurred and be continuing.

If the authentication and

delivery relates to a new series of Securities created by an indenture supplemental hereto, the Opinion of Counsel shall, in addition

to opinions (a) through (c) described in paragraph (i) above, also state that all conditions precedent to the execution

of the supplemental indenture and the authentication and delivery of the new series of Securities have been complied with and that such

supplemental indenture and new series of Securities are the legal, valid and binding obligation of the Company enforceable against the

Company, and any Guarantor as applicable, in accordance with their terms.

-18-

Notwithstanding the provisions

of Section 301 and of the preceding paragraph, if all the Securities of any series are not to be issued at one time, unless requested

by the Trustee, it shall not be necessary to deliver an Opinion of Counsel or an Officers’ Certificate otherwise required pursuant

to the preceding paragraph at the time of issuance of each Security of such series, but such order, opinion and certificate, with appropriate

modifications to cover such future issuances, shall be delivered at or before the time of issuance of the first Security of such series.

The Trustee shall not be required

to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights,

duties, obligations, indemnities or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably

acceptable to the Trustee.

Each Registered Security shall

be dated the date of its authentication.

No Security shall be entitled

to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication

substantially in the form provided for herein duly executed by the Trustee by manual signature of an authorized officer, and such certificate

upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder

and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered

hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided

in Section 309 together with a written statement (which need not comply with Section 102 and need not be accompanied by an Opinion

of Counsel) stating that such Security has never been issued or sold by the Company, for all purposes of this Indenture such Security

shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

SECTION 304. Temporary Securities.

(a) Pending the preparation

of definitive Securities of any series, the Company may execute, and (subject to the fourth and fifth paragraphs of Section 303)

upon Company Order the Trustee shall authenticate and deliver, temporary Securities that are printed, lithographed, typewritten, mimeographed

or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are

issued, in registered form, and with such appropriate insertions, omissions, substitutions and other variations as the officers of the

Company executing such Securities may determine, as conclusively evidenced by their execution of such Securities. In the case of Securities

of any series, such temporary Securities may be in global form.

Except in the case of temporary

Securities in global form (which shall be exchanged in accordance with Section 304(b) or as otherwise provided in or pursuant

to a Board Resolution), if temporary Securities of any series are issued, the Company will cause definitive Securities of that series

to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of

such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at

the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation

of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall authenticate and deliver in exchange

therefor a like principal amount of definitive Securities of the same series of authorized denominations. Until so exchanged, the temporary

Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such

series.

(b) Unless otherwise

provided as contemplated in Section 301, this Section 304(b) shall govern the exchange of temporary Securities issued in

global form other than through the facilities of DTC. If any such temporary Security is issued in global form, then such temporary global

Security shall, unless otherwise provided therein, be delivered to the London, England office of a depository or common depository (the

“Common Depository”), for the benefit of Euroclear and Clearstream.

-19-

Without unnecessary delay

but in any event not later than the date specified in, or determined pursuant to the terms of, any such temporary global Security (the

“Exchange Date”), the Company shall deliver to the Trustee definitive Securities, in an aggregate principal

amount equal to the principal amount of such temporary global Security, executed by the Company. On or after the Exchange Date, such temporary

global Security shall be surrendered by the Common Depository to the Trustee, as the Company’s agent for such purpose, to be exchanged,

in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange

for each portion of such temporary global Security, an equal aggregate principal amount of definitive Securities of or within the same

series of authorized denominations and of like tenor as the portion of such temporary global Security to be exchanged. The definitive

Securities to be delivered in exchange for any such temporary global Security shall be in registered form or permanent global registered

form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as

requested by the beneficial owner thereof; provided, however, that, unless otherwise specified in such temporary global

Security, upon such presentation by the Common Depository, such temporary global Security is accompanied by a certificate dated the Exchange

Date or a subsequent date and signed by Euroclear as to the portion of such temporary global Security, if any, held for its account then

to be exchanged and a certificate dated the Exchange Date or a subsequent date and signed by Euroclear or Clearstream as to the portion

of such temporary global Security, if any, held for its account then to be exchanged, each in the form set forth in Exhibit A to

this Indenture or in such other form as may be established pursuant to Section 301.

Unless otherwise specified

in such temporary global Security, the interest of a beneficial owner of Securities of a series in a temporary global Security shall be

exchanged for definitive Securities of the same series and of like tenor following the Exchange Date when the account holder instructs

Euroclear or Clearstream, as the case may be, to request such exchange on his behalf and delivers to Euroclear or Clearstream, as the

case may be, a certificate in the form set forth in Exhibit A to this Indenture (or in such other form as may be established pursuant

to Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the

offices of Euroclear or Clearstream, the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent.

Unless otherwise specified in such temporary global Security, any such exchange shall be made free of charge to the beneficial owners

of such temporary global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation

and the like unless such Person takes delivery of such definitive Securities in person at the offices of Euroclear or Clearstream.

Until exchanged in full as

hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture

as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified

as contemplated by Section 301, interest payable on a temporary global Security on an Interest Payment Date for Securities of such

series occurring prior to the applicable Exchange Date shall be payable to Euroclear or Clearstream on such Interest Payment Date upon

delivery by Euroclear or Clearstream to the Trustee of a certificate or certificates in the form set forth in Exhibit A to this Indenture

(or in such other forms as may be established pursuant to Section 301), for credit without further interest on or after such Interest

Payment Date to the respective accounts of Persons who are the beneficial owners of such temporary global Security on such Interest Payment

Date and who have each delivered to Euroclear or Clearstream, as the case may be, a certificate dated no earlier than 15 days prior to

the Interest Payment Date occurring prior to such Exchange Date in the form set forth as Exhibit A to this Indenture (or in such

other forms as may be established pursuant to Section 301). Notwithstanding anything to the contrary herein contained, the certifications

made pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs of this Section 304(b) and

of the third paragraph of Section 303 of this Indenture and the interests of the Persons who are the beneficial owners of the temporary

global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of

like tenor on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed

by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal or interest owing with respect to

a beneficial interest in a temporary global Security will be made unless and until such interest in such temporary global Security shall

have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear or Clearstream and not paid as herein

provided shall be returned to the Trustee prior to the expiration of two years after such Interest Payment Date in order to be repaid

to the Company.

SECTION 305. Registration, Registration

of Transfer and Exchange.

The Company shall cause to

be kept at the Corporate Trust Office or in any office or agency of the Company in a Place of Payment a register for each series of Securities

(the registers maintained in such office or in any such office or agency of the Company in a Place of Payment being herein sometimes referred

to collectively as the “Security Register”) in which, subject to such reasonable regulations as it or

the Security Registrar may prescribe, the Company shall provide for the registration of Registered Securities and of transfers of Registered

Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable

time. The Trustee, at its Corporate Trust Office, is hereby initially appointed “Security Registrar” for the purpose of registering

Registered Securities and transfers of Registered Securities on such Security Register as herein provided. In the event that the Trustee

shall cease to be Security Registrar, it shall have the right to examine the Security Register at all reasonable times and to require

that a copy of the Security Register in written form be delivered to it from time to time as reasonably requested. Subject to the provisions

of this Section 305, upon surrender for registration of transfer of any Registered Security of any series at any office or agency

of the Company in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the

name of the designated transferee or transferees, one or more new Registered Securities of the same series, of any authorized denominations

and of a like aggregate principal amount, bearing a number not contemporaneously outstanding, and containing identical terms and provisions.

-20-

Subject to the provisions

of this Section 305, at the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities

of the same series, of any authorized denomination or denominations and of a like aggregate principal amount, containing identical terms

and provisions, upon surrender of the Registered Securities to be exchanged at any such office or agency. Whenever any such Registered

Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered

Securities that the Holder making the exchange is entitled to receive.

Notwithstanding the foregoing,

except as otherwise specified as contemplated by Section 301, any permanent global Security shall be exchangeable only as provided

in this paragraph. If the depository for any permanent global Security is DTC, then, unless the terms of such global Security expressly

permit such global Security to be exchanged in whole or in part for definitive Securities, a global Security may be transferred, in whole

but not in part, only to a nominee of DTC, or by a nominee of DTC to DTC, or to a successor to DTC for such global Security selected or

approved by the Company or to a nominee of such successor to DTC. If at any time DTC notifies the Company that it is unwilling or unable

to continue as depository for the applicable global Security or Securities or if at any time DTC ceases to be a clearing agency registered

under the Exchange Act if so required by applicable law or regulation, the Company shall appoint a successor depository with respect to

such global Security or Securities. If (x) a successor depository for such global Security or Securities is not appointed by the

Company within 90 days after the Company receives such notice or becomes aware of such unwillingness, inability or ineligibility, (y) an

Event of Default has occurred and is continuing and the beneficial owners representing a majority in principal amount of the applicable

series of Securities represented by such global Security or Securities advise DTC to cease acting as depository for such global Security

or Securities or (z) the Company, in its sole discretion, determines at any time that all Outstanding Securities (but not less than

all) of any series issued or issuable in the form of one or more global Securities shall no longer be represented by such global Security

or Securities (provided, however, the Company may not make such determination during the 40-day restricted period provided

by Regulation S under the Securities Act or during any other similar period during which the Securities must be held in global form as

may be required by the Securities Act), then the Company shall execute, and the Trustee shall authenticate and deliver definitive Securities

of like series, rank, tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such global

Security or Securities. If any beneficial owner of an interest in a permanent global Security is otherwise entitled to exchange such an

interest for Securities of such series and of like tenor and principal amount of another authorized form and denomination, as specified

as contemplated by Section 301 and provided that any applicable notice provided in the permanent global Security shall have been

given, then without unnecessary delay but in any event not later than the earliest date on which such interest may be so exchanged, the

Company shall execute, and the Trustee shall authenticate and deliver definitive Securities in aggregate principal amount equal to the

principal amount of such beneficial owner’s interest in such permanent global Security. On or after the earliest date on which such

interests may be so exchanged, such permanent global Security shall be surrendered for exchange by DTC or such other depository as shall

be specified in the Company Order with respect thereto to the Trustee, as the Company’s agent for such purpose; provided,

however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of

Securities to be redeemed and ending on the relevant Redemption Date if the Security for which exchange is requested may be among those

selected for redemption. If a Registered Security is issued in exchange for any portion of a permanent global Security after the close

of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business

at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business

at such office or agency on the related proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may

be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Registered

Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom

interest in respect of such portion of such permanent global Security is payable in accordance with the provisions of this Indenture.

-21-

All Securities issued upon

any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled

to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange.

Every Registered Security

presented or surrendered for registration of transfer or for exchange or redemption shall (if so required by the Company or the Security

Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Security Registrar, duly

executed by the Holder thereof or his attorney duly authorized in writing.

No service charge shall be

made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any

tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other

than exchanges pursuant to Sections 304, 906 or 1107 not involving any transfer.

The Company or the Trustee,

as applicable, shall not be required (i) to issue, register the transfer of or exchange any Security if such Security may be among

those selected for redemption during a period beginning at the opening of business 15 days before selection of the Securities to be redeemed

under Section 1103 and ending at the close of business on, if such Securities are issuable only as Registered Securities, the day

of the mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Registered Security so selected

for redemption in whole or in part, except, in the case of any Registered Security to be redeemed in part, the portion thereof not to

be redeemed, or (iii) to issue or to register the transfer or exchange of any Security that has been surrendered for repayment, except

the portion, if any, of such Security not to be so repaid.

Notwithstanding anything herein

to the contrary, neither the Trustee nor the Security Registrar shall be responsible for ascertaining whether any transfer complies with

the registration provisions or exemptions from the Securities Act or state securities laws.

SECTION 306. Mutilated, Destroyed, Lost

and Stolen Securities.

If any mutilated Security

is surrendered to the Trustee or the Company, together with such security or indemnity as may be required by the Company or the Trustee

to save each of them or any agent of either of them harmless, the Company shall execute and the Trustee shall authenticate and deliver

in exchange therefor a new Security of the same series and principal amount, containing identical terms and provisions and bearing a number

not contemporaneously outstanding, appertaining to the surrendered Security.

If there shall be delivered

to the Company and to the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security, 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

actual notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and

upon its request the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of

the same series and principal amount, containing identical terms and provisions and bearing a number not contemporaneously outstanding,

appertaining to such destroyed, lost or stolen Security.

Notwithstanding the provisions

of the previous two paragraphs, in case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and

payable or is otherwise redeemed in accordance with Article Eleven, the Company in its discretion may, instead of issuing a new Security,

pay or redeem such Security.

Upon the issuance of any new

Security 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 Security of any

series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional

contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone,

and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series

duly issued hereunder.

-22-

The provisions of this Section are

exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated,

destroyed, lost or stolen Securities.

SECTION 307. Payment of Interest; Interest

Rights Preserved.

Except as otherwise specified

with respect to a series of Securities in accordance with the provisions of Section 301, interest on any Registered Security that

is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security

(or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest at the office

or agency of the Company maintained for such purpose pursuant to Section 1002; provided, however, that each installment

of interest on any Registered Security may at the Company’s option be paid by (i) mailing a check for such interest, payable

to or upon the written order of the Person entitled thereto pursuant to Section 308, to the address of such Person as it appears

on the Security Register or (ii) transfer to an account maintained by the payee located inside the United States.

Unless otherwise provided

as contemplated by Section 301, every permanent global Security will provide that interest, if any, payable on any Interest Payment

Date will be paid to DTC, Euroclear and/or Clearstream, as the case may be, with respect to that portion of such permanent global Security

held for its account by DTC, Euroclear or Clearstream, as the case may be, for the purpose of permitting such party to credit the interest

received by it in respect of such permanent global Security to the accounts of the beneficial owners thereof.

Except as otherwise specified

with respect to a series of Securities in accordance with the provisions of Section 301, any interest on any Registered Security

of any series that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted

Interest”) shall forthwith cease to be payable to the registered 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 clause

(i) or (ii) below:

(i) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Registered

Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date

for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing

of the amount of Defaulted Interest proposed to be paid on each Registered Security of such series and the date of the proposed payment

(which shall not be less than 20 days after such notice is received by the Trustee), and at the same time the Company shall deposit with

the Trustee an amount of money in the currency or currencies, currency unit or units or composite currency or currencies in which the

Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series) equal

to the aggregate amount proposed to be paid in respect of such Defaulted Interest and such money when deposited to be held in trust for

the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Company shall fix a special record

date (herein called a “Special Record Date”) for the payment of such Defaulted Interest which shall be not more than

15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee

of the notice of the proposed payment. The Company shall promptly notify the Trustee of such Special Record Date and, in the name and

at the expense of the Company, the Trustee shall cause notice of the proposed payment of such Defaulted Interest and the Special Record

Date therefor to be mailed, first-class postage prepaid (or to the extent permitted by applicable procedures or regulations, electronically

delivered), to each Holder of Registered Securities of such series at such Holder’s address as it appears in the Security Register

not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record

Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names the Registered Securities

of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall

no longer be payable pursuant to the following clause (ii).

-23-

(ii) The Company may make payment of any Defaulted Interest on the Registered Securities of any series in any

other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon

such notice as may be required by such exchange, if, after written notice given by the Company to the Trustee of the proposed payment

pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.

Subject to the foregoing provisions

of this Section and Section 305, each Security delivered under this Indenture upon registration of transfer of or in exchange

for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such

other Security. Subject to the provisions of Section 1302 and except as otherwise specified with respect to a series of Securities

in accordance with the provisions of Section 301, in the case of any Security that is converted or exchanged after any Regular Record

Date and on or prior to the next succeeding Interest Payment Date (other than any Security, the principal of (or premium, if any, on)

which shall become due and payable, whether at a Stated Maturity or by declaration of acceleration, call for redemption, or otherwise,

prior to such Interest Payment Date), interest whose Stated Maturity is on such Interest Payment Date shall be payable on such Interest

Payment Date notwithstanding such conversion or exchange, and such interest (whether or not punctually paid or duly provided for) shall

be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on such

Regular Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Security which is

converted or exchanged, interest whose Stated Maturity is after the date of conversion or exchange of such Security shall not be payable.

Notwithstanding the foregoing,

any interest which is paid prior to the expiration of the 30 day period set forth in Section 501(i) shall be paid to Holders

as of the Regular Record Date for which interest has not been paid.

SECTION 308. Persons Deemed Owners.

Prior to due presentment of

a Registered Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the

Person in whose name such Registered Security is registered as the owner of such Security for the purpose of receiving payment of principal

of (and premium or Make-Whole Amount, if any), and (subject to Sections 305 and 307) interest on, such Registered Security and for all

other purposes whatsoever, whether or not such Registered Security be overdue, and neither the Company, the Trustee nor any agent of the

Company or the Trustee shall be affected by notice to the contrary.

None of the Company, the Trustee,

any Paying Agent or the Security 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 Security in global form or for maintaining, supervising or reviewing any records

relating to such beneficial ownership interests.

Notwithstanding the foregoing,

with respect to any global Security, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee,

from giving effect to any written certification, proxy or other authorization furnished by any depository, as a Holder, with respect to

such global Security or impair, as between such depository and owners of beneficial interests in such global Security, the operation of

customary practices governing the exercise of the rights of such depository (or its nominee) as Holder of such global Security.

SECTION 309. Cancellation.

All Securities surrendered

for payment, redemption, repayment, registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered

to any Person other than the Trustee, be delivered to the Trustee, and any such Securities and Securities surrendered directly to the

Trustee for any such purpose shall, upon receipt of a Company Request, be promptly canceled by it. The Company may at any time deliver

to the Trustee for cancellation any Securities previously authenticated and delivered hereunder that the Company may have acquired in

any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities

previously authenticated hereunder that the Company has not issued and sold, and all Securities so delivered shall, upon receipt of a

Company Request, be promptly canceled by the Trustee. If the Company shall so acquire any of the Securities, however, such acquisition

shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities unless and until the same are surrendered

to the Trustee for cancellation. No Securities shall be authenticated in lieu of or in exchange for any Securities canceled as provided

in this Section, except as expressly permitted by this Indenture. Canceled Securities held by the Trustee shall be canceled by the Trustee

in accordance with its customary procedures.

-24-

SECTION 310. Computation of Interest.

Except as otherwise specified

as contemplated by Section 301 with respect to Securities of any series, interest on the Securities of each series shall be computed

on the basis of a 360-day year consisting of twelve 30-day months.

SECTION 311. CUSIPs.

The Company in issuing the

Securities may use CUSIP numbers (or any other identifying control number, if then generally in use) and, if so, the Trustee shall use

CUSIP numbers in notices, including notices of redemption 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 Securities or as contained in such notice, and any

such notice shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee of any change

in the “CUSIP” numbers.

ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge

of Indenture.

This Indenture shall cease

to be of further effect with respect to any series of Securities specified in such Company Request (except as to any surviving rights

of registration of transfer or exchange of Securities of such series herein expressly provided for and any right to receive Additional

Amounts, as provided in Section 1008), and the Trustee, upon receipt of a Company Order, and at the expense of the Company, shall

execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series when

(i) either

(a) all Securities of such series theretofore authenticated and delivered (other than (x) Securities

of such series that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 306, and (y) Securities

of such series 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 1003) have been delivered to the Trustee for cancellation;

(b) all Securities of such series

(A) have become due and payable, or

(B) will become due and payable at their Stated Maturity within one year, or

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 (A),

(B) or (C) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose

an amount in the currency or currencies, currency unit or units or composite currency or currencies in which the Securities of such series

are payable, sufficient to pay and discharge the entire indebtedness on such Securities (as determined by the Company) not theretofore

delivered to the Trustee for cancellation, for principal (and premium or Make-Whole Amount, if any) and interest, and any Additional Amounts

with respect thereto, to the date of such deposit (in the case of Securities that have become due and payable) or the Stated Maturity

or Redemption Date, as the case may be;

-25-

(ii) The Company has paid or caused to be paid all other sums payable hereunder by the Company; and

(iii) 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 as to such series

have been complied with.

Notwithstanding the satisfaction

and discharge of this Indenture, the obligations of the Company to the Trustee and any predecessor Trustee under Section 606, the

obligations of the Company to any Authenticating Agent under Section 611 and, if money shall have been deposited with and held by

the Trustee pursuant to subclause (b) of clause (i) of this Section, the obligations of the Trustee under Section 402 and

the last paragraph of Section 1003, shall survive.

In the event that there are

Securities of two or more series Outstanding hereunder, the Trustee shall be required to execute an instrument acknowledging satisfaction

and discharge of this Indenture only if requested to do so with respect to Securities of a particular series as to which it is Trustee

and if the other conditions thereto are met.

SECTION 402. Application of Trust Funds.

Subject to the provisions

of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall be held in trust and

applied by it, in accordance with the provisions of the Securities 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 premium or Make-Whole Amount, if any), and any interest and Additional Amounts for whose payment such money has been

deposited with or received by the Trustee, but such money need not be segregated from other funds except to the extent required by law.

Money deposited pursuant to Section 401 not in violation of this Indenture shall not be subject to claims of holders of Senior Debt

under Article Fifteen.

ARTICLE FIVE

REMEDIES

SECTION 501. Events of Default.

Subject to any modifications,

additions or deletions relating to any series of Securities as contemplated pursuant to Section 301, “Event of Default,”

wherever used herein with respect to any particular series of Securities, means any one of the following events (whatever the reason for

such Event of Default and whether or not it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment,

decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(i) default in the payment of any interest upon or any Additional Amounts payable in respect of any Security

of or within that series, when such interest or Additional Amounts become due and payable, and continuance of such default for a period

of 30 days; or

(ii) default in the payment of the principal of (or premium or Make-Whole Amount, if any, on) any Security

of that series when it becomes due and payable at its Maturity; or

(iii) default in the deposit of any sinking fund payment, when and as due by the terms of any Security of that

series, and the continuance of such default for a period of five days; or

-26-

(iv) default in the performance, or breach, of any covenant or warranty of the Company in this Indenture with

respect to any Security of that series (other than (a) a covenant or agreement included in this Indenture solely for the benefit

of a series of Securities other than such series or (b) a covenant or warranty a default in whose performance or whose breach is

elsewhere in this Section specifically dealt with), and continuance of such default or breach for a period of 60 days after there

has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at

least 25% in principal amount of the Outstanding Securities of that series a written notice specifying such default or breach and requiring

it to be remedied and stating that such notice is a “Notice of Default” hereunder; or

(v) the Company pursuant to or within the meaning of any Bankruptcy Law:

(a) commences a voluntary case,

(b) consents to the entry of an order for relief against it in an involuntary case,

(d) makes a general assignment for the benefit of its creditors; or

(vi) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(a) is for relief against the Company in an involuntary case,

(b) appoints a Custodian of the Company for all or substantially all of its property, or

(vii) any other Event of Default provided with respect to Securities of that series.

As used in this Section 501,

the term “Bankruptcy Law” means Title 11, U.S. Code or any similar Federal or state law for the relief of debtors and the

term “Custodian” means any receiver, trustee, assignee, liquidator or other similar official under any Bankruptcy Law.

SECTION 502. Acceleration of Maturity;

Rescission and Annulment.

If an Event of Default under

clause (v) or (vi) of Section 501 with respect to Securities of any series at the time Outstanding occurs and is continuing,

then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities

of each such affected series (voting as a single class) may declare the principal (or, if any Securities are Original Issue Discount Securities

or Indexed Securities, such portion of the principal as may be specified in the terms thereof) of, and the Make-Whole Amount, if any,

on, all the Securities of that series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if

given by the Holders), and upon any such declaration such principal or specified portion thereof shall become immediately due and payable.

At any time after such a declaration

of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has

been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding

Securities of that series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences

if:

(i) the Company has paid or deposited with the Trustee a sum sufficient to pay in the currency, currency unit

or composite currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for

the Securities of such series):

(a) all overdue installments of interest on and any Additional Amounts payable in respect of all Outstanding

Securities of that series;

-27-

(b) the principal of (and premium or Make-Whole Amount, if any, on) any Outstanding Securities of that series

which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates borne by or provided

for in such Securities;

and any Additional Amounts at the rate or rates borne by or provided for in such Securities; and

(d) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements

and advances of the Trustee, its agents and counsel; and

(ii) all Events of Default with respect to Securities of that series, other than the nonpayment of the principal

of (or premium or Make-Whole Amount, if any) or interest on Securities of that series that have become due solely by such declaration

of acceleration, have been cured or waived as provided in Section 513.

No such rescission shall affect

any subsequent default or impair any right consequent thereon.

SECTION 503. Collection of Indebtedness

and Suits for Enforcement by Trustee.

The Company covenants that

if:

(i) default is made in the payment of any installment of interest or Additional Amounts, if any, on any Security

of any series when such interest or Additional Amount becomes due and payable and such default continues for a period of 30 days, or

(ii) default is made in the payment of the principal of (or premium or Make-Whole Amount, if any, on) any Security

of any series at its Maturity,

then the Company will, upon demand of the Trustee,

pay to the Trustee, for the benefit of the Holders of such Securities of such series, the whole amount then due and payable on such Securities

for principal (and premium or Make-Whole Amount, if any) and interest and Additional Amounts, with interest upon any overdue principal

(and premium or Make-Whole Amount, if any) and, to the extent that payment of such interest shall be legally enforceable, upon any overdue

installments of interest or Additional Amounts, if any, at the rate or rates borne by or provided for in such Securities, and, in addition

thereto, such further amount as shall 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.

If the Company fails to pay

such amounts forthwith upon such demand, 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, and may prosecute such proceeding to judgment or final decree, and may enforce the same

against the Company or any other obligor upon such Securities of such series and collect the moneys adjudged or decreed to be payable

in the manner provided by law out of the property of the Company or any other obligor upon such Securities of such series, wherever situated.

If an Event of Default with

respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights

and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall 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 herein, or to enforce any other proper remedy.

-28-

SECTION 504. Trustee May File Proofs

of Claim.

In case of the pendency of

any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding

relative to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors,

the Trustee (irrespective of whether the principal of the Securities of any series shall then be due and payable as therein expressed

or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue

principal, premium or Make-Whole Amount, if any, or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(i) to file and prove a claim for the whole amount, or such lesser amount as may be provided for in the Securities

of such series, of principal (and premium or Make-Whole Amount, if any) and interest and Additional Amounts, if any, owing and unpaid

in respect of the Securities 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 and

counsel) and of the Holders allowed in such judicial proceeding, and

(ii) to 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 hereby authorized by each Holder of Securities of such series to make such payments to the Trustee, and in the event that the Trustee

shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation,

expenses, disbursements and advances of the Trustee and any predecessor Trustee, their agents and counsel, and any other amounts due the

Trustee or any predecessor Trustee hereunder.

Nothing herein contained shall

be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of a Security any plan of reorganization,

arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote

in respect of the claim of any Holder of a Security in any such proceeding.

SECTION 505. Trustee May Enforce

Claims Without Possession of Securities.

All rights of action and claims

under this Indenture or any of the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities

or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its

own name as trustee of an express trust, and any recovery of judgment shall, 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 of the Securities

in respect of which such judgment has been recovered.

SECTION 506. Application of Money Collected.

Any money collected by the

Trustee pursuant to this Article shall 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 premium or Make-Whole Amount, if any) or interest and any Additional Amounts,

upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully

paid:

FIRST: To the payment of all amounts due the Trustee (acting in any capacity hereunder), its agents and counsel

and any predecessor Trustee under Section 606 and Section 1305 hereunder.

SECOND: To the payment of the amounts then due and unpaid upon the Securities for principal (and premium or Make-Whole

Amount, if any) and interest and any Additional Amounts payable, 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 Securities for principal

(and premium or Make-Whole Amount, if any), interest and Additional Amounts, respectively, and

-29-

THIRD: To the payment of the remainder, if any, to the Company.

SECTION 507. Limitation on Suits.

No Holder of any Security

of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment

of a receiver or trustee, or for any other remedy hereunder, unless:

(i) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect

to the Securities of that series;

(ii) the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall

have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

(iii) 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;

(iv) the Trustee for 60 days after its receipt of such notice, request and offer of security and indemnity

has failed to institute any such proceeding; and

(v) no direction inconsistent with such written request has been given to the Trustee during such 60-day period

by the Holders of a majority in principal amount of the Outstanding Securities of that series; it being understood and intended that no

one or more of such Holders shall 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 herein provided and for the equal and ratable

benefit of all such Holders.

SECTION 508. Unconditional Right of Holders

to Receive Principal, Premium or Make-Whole Amount, if any, Interest and Additional Amounts.

Notwithstanding any other

provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment

of the principal of (and premium or Make-Whole Amount, if any) and (subject to Sections 305 and 307) interest on, and any Additional Amounts

in respect of, such Security on the respective due dates expressed in such Security (or, in the case of redemption, on the Redemption

Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such

Holder.

SECTION 509. Restoration of Rights and

Remedies.

If the Trustee or any Holder

of a Security 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 the Company,

the Trustee and the Holders of Securities shall, subject to any determination in such proceeding, be restored severally and respectively

to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no

such proceeding has been instituted.

-30-

SECTION 510. Rights and Remedies Cumulative.

Except as otherwise provided

with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 306,

no right or remedy herein conferred upon or reserved to the Trustee or to the Holders of Securities is intended to be exclusive of any

other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other

right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right

or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

SECTION 511. Delay or Omission Not Waiver.

No delay or omission of the

Trustee or of any Holder of any Security to exercise any right or remedy accruing upon any Event of Default shall impair any such right

or remedy or constitute a waiver of any such Event of Default or any acquiescence therein. 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 of Securities.

SECTION 512. Control by Holders of Securities.

The Holders of not less than

a majority in principal amount of the Outstanding Securities of any series shall 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 Securities of such series, provided that

(i) such direction shall not be in conflict with any rule of law or with this Indenture, or the Securities,

(ii) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such

direction, and

(iii) the Trustee need not take any action that might involve it in personal liability or be unduly prejudicial

to the Holders of Securities of such series not joining therein (but the Trustee shall have no obligation as to the determination of such

undue prejudice).

SECTION 513. Waiver of Past Defaults.

The Holders of not less than

a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such

series consent to the waiver of any past default hereunder with respect to such series and its consequences, except a default

(i) in the payment of the principal of (or premium or Make-Whole Amount, if any) or interest on or Additional

Amounts payable in respect of any Security of such series, or

(ii) in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended

without the consent of the Holder of each Outstanding Security of such series affected.

Upon any such waiver, such

default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this

Indenture; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

-31-

SECTION 514. Waiver of Stay or Extension

Laws.

The Company covenants (to

the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the

benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants

or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or

advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee,

but will suffer and permit the execution of every such power as though no such law had been enacted.

SECTION 515. Undertaking for Costs.

All parties to this Indenture

agree, and each Holder of any Security by his acceptance thereof shall 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 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 attorneys’ fees, 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 shall not apply 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 Securities, or to any suit instituted by any Holder for

the enforcement of the payment of the principal of (or premium or Make-Whole Amount, if any) or interest on or Additional Amounts payable

with respect to any Security on or after the respective Stated Maturities expressed in such Security (or in the case of redemption, on

or after the Redemption Date).

ARTICLE SIX

THE TRUSTEE

SECTION 601. Notice of Defaults.

Within 90 days after it obtains

actual knowledge of the occurrence of any default hereunder with respect to the Securities of any series, the Trustee shall transmit,

in the manner and to the extent provided in TIA Section 313(c), notice of such default hereunder actually known to a Responsible

Officer of the Trustee, unless such default shall have been cured or waived; provided, however, that, except in the case

of a default in the payment of the principal of (or premium or Make-Whole Amount, if any) or interest on or any Additional Amounts with

respect to any Security of such series, or in the payment of any sinking fund installment with respect to the Securities of such series,

the Trustee shall 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 interests of the Holders of the Securities of such series; and provided further that in the case of any

default or breach of the character specified in Section 501(iv) with respect to the Securities of such series, no such notice

to Holders shall be given until at least 60 days after the occurrence thereof. 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 the Securities of

such series.

SECTION 602. Certain Rights and Duties

of Trustee.

If an Event of Default has

occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture and use the same degree

of care in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act or its own willful misconduct,

except that (i) this sentence does not limit the effect of the preceding sentence; (ii) the Trustee shall not be liable for

any error of judgment made in good faith by a Responsible Officer of the Trustee unless it is proved in a court of competent jurisdiction

that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any

action it takes or omits to take in good faith and without negligence in accordance with a direction received by it pursuant to Section 512.

Subject to the provisions

of TIA Sections 315(a) through 315(d):

(i) the Trustee shall perform only such duties as are expressly undertaken by it to perform under this Indenture

and no implied covenants or obligations shall be read into this Indenture against the Trustee;

-32-

(ii) the Trustee may conclusively rely and shall be fully 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, not only as to due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained

therein subject to any carveouts or caveats included and incorporated therein;

(iii) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company

Request or Company Order (other than delivery of any Security to the Trustee for authentication and delivery pursuant to Section 303

that shall be sufficiently evidenced as provided therein) and any resolution of the Board of Directors may be sufficiently evidenced by

a Board Resolution;

(iv) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be

proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically

prescribed) may, in the absence of willful misconduct as determined by a court of competent jurisdiction in a final non-appealable order

on its part, rely upon an Officers’ Certificate;

(v) the Trustee may consult with counsel and as a condition to the taking, suffering or omission of any action

hereunder may demand an Opinion of Counsel, and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization

and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(vi) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this

Indenture at the request or direction of any of the Holders of Securities of any series pursuant to this Indenture, unless such Holders

shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, fees, losses expenses and liabilities

(including attorney’s fees and expenses) that might be incurred by it in compliance with such request or direction;

(vii) the Trustee shall 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 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 shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records

and premises of the Company, personally or by agent or attorney and it shall incur no liability of any kind by reason of such inquiry

or investigation;

(viii) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly

or by or through agents, attorneys, custodians or nominees and the Trustee shall not be responsible for any misconduct or negligence on

the part of any agent, attorney, custodian or nominee appointed with due care by it hereunder;

(ix) the Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and reasonably

believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; provided, however,

that the Trustee’s conduct does not constitute willful misconduct or gross negligence;

(x) in no event shall the Trustee be responsible or liable for special, punitive, indirect, incidental or

consequential loss or damage of any kind whatsoever (including, but not limited to, loss of business, goodwill, opportunity or profit

of any kind) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form

of action;

-33-

(xi) the Trustee shall not be deemed to have notice or knowledge of any Default or Event of Default unless

a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default

is received by the Trustee at the Corporate Trust Office, and such notice references the Securities and this Indenture and states that

it is a notice of default;

(xii) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without

limitation, its right to be compensated, reimbursed and indemnified, are extended to, and shall be enforceable by, the Trustee in each

of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder; and

(xiii) 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 pursuant to this Indenture;

(xiv) the Trustee shall not be liable or responsible for any action or inaction of DTC, Euroclear, Clearstream,

the Common Depository or any other clearinghouse or depositary;

(xv) the Trustee shall not be liable or responsible for any action or inaction of any Paying Agent, Authenticating

Agent, co-Trustee or Security Registrar (unless the Trustee is acting in such capacities as applicable, subject to the terms hereof);

(xvi) the Trustee may accept as conclusive evidence of any fact or the correctness of any calculation and shall

be fully protected in relying upon the Officers’ Certificate provided to it by the Company;

(xvii) the Trustee shall have no obligation to undertake any calculation hereunder or have any liability for

any calculation performed in connection herewith or the transactions contemplated hereunder;

(xviii) the permissive right of the Trustee to do things enumerated in the Indenture shall not be construed as

a duty;

(xix) under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced

by the Securities;

(xx) the Trustee shall not be required to give any bond or surety in respect of the performance of its powers

and duties hereunder; and

(xxi) the Trustee shall have no duty to inquire, no duty to determine and no duty to monitor as to the performance

of the Company’s covenants under this Indenture or the financial performance of the Company; the Trustee shall be entitled to assume,

until it has received written notice in accordance with this Indenture, that the Company is properly performing its duties hereunder.

SECTION 603. Not Responsible for Recitals

or Issuance of Securities.

The recitals contained herein

and in the Securities, except the Trustee’s certificate of authentication, shall 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 Securities, except that the Trustee represents that it is duly authorized

to execute and deliver this Indenture, authenticate the Securities and perform its obligations hereunder. Neither the Trustee nor any

Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof.

-34-

SECTION 604. May Hold Securities.

The Trustee, any Paying Agent,

Security Registrar, Authenticating Agent or any other agent of the Trustee or the Company, in its individual or any other capacity, may

become the owner or pledgee of Securities and, subject to Section 613 and TIA Sections 310(b) and 311, may otherwise deal with

the Company with the same rights it would have if it were not Trustee, Paying Agent, Security Registrar, Authenticating Agent or such

other agent.

SECTION 605. Money Held in Trust.

Money held by the Trustee

in trust hereunder need not be segregated from other funds except to the extent required by law and shall be held uninvested. The Trustee

shall be under no liability for interest on, or investment of, any money received by it hereunder.

SECTION 606. Compensation and Reimbursement.

The Company agrees:

(i) to pay to the Trustee (acting in any capacity hereunder) from time to time compensation for all services

rendered by it hereunder, including extraordinary services rendered in connection with or during the continuation of a default hereunder

(which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as agreed

in writing between the Company and the Trustee;

(ii) to reimburse each of the Trustee and any predecessor Trustee upon its request for all reasonable expenses,

disbursements and advances incurred or made by it in accordance with any provision of this Indenture (including the reasonable compensation

and the expenses and disbursements of its agents and counsel) in addition to the compensation for its services, except to the extent any

such expense, disbursement or advance may be attributable to its gross negligence or willful misconduct as determined by a court of competent

jurisdiction in a final non-appealable order; and

(iii) to indemnify each of the Trustee (acting in any capacity hereunder) and any predecessor Trustee and each

of their respective directors, officers, agents and employees for, and to protect and hold each of them harmless against, any loss, damages,

claims, fees, liability or expense, including taxes (other than taxes based upon, measured by or determined by the income or gain of the

Trustee) and including attorneys’ fees and expenses, arising out of or in connection with the acceptance or administration of the

trust or trusts or the performance of its duties hereunder, including the costs and expenses of defending itself against any claim or

liability in connection with the exercise or performance of any of its powers or duties hereunder brought by the Company or any third

party (and including the costs and expenses incurred with respect to enforcement of this Indenture and any provision hereof, including

its right to indemnity hereunder) except to the extent any such loss, liability or expense may be attributable to its own gross negligence

or willful misconduct as determined by a court of competent jurisdiction in a final non-appealable order.

As security for the performance

of the obligations of the Company under this Section, the Trustee shall have a lien prior to the Securities of any series 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 premium or Make-Whole

Amount, if any) or interest on particular Securities. The Trustee’s right to receive payment of any amounts due under this Section 606

shall not be subordinate to any other liability or Debt of the Company.

When the Trustee incurs expenses

or renders services in connection with an Event of Default described in Section 501(v) and (vi), such expenses (including the

fees and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any

Bankruptcy Law.

-35-

The provisions of this Article Six,

as applicable, shall survive the termination of this Indenture or the resignation or removal of the Trustee.

SECTION 607. Corporate Trustee Required;

Eligibility.

There shall at all times be

a Trustee hereunder that shall be eligible to act as Trustee under TIA Section 310(a)(1) and shall have a combined capital and

surplus of at least $50,000,000 or be a subsidiary of a corporation that shall be a Person that has a combined capital and surplus of

at least $50,000,000 and that unconditionally guarantees the obligations of the Trustee hereunder. If such Trustee or Person publishes

reports of condition at least annually, pursuant to law or the requirements of Federal, State, Territorial or District of Columbia supervising

or examining authority, then for the purposes of this Section, the combined capital and surplus of such Trustee or Person shall be deemed

to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall

cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect

hereinafter specified in this Article.

SECTION 608. Resignation and Removal;

Appointment of Successor.

(a) No resignation or

removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance

of appointment by the successor Trustee in accordance with the applicable requirements of Section 609.

(b) The Trustee may resign

at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If an instrument of

acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation,

the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee.

removed upon 30 days’ notice with respect to the Securities of any series by Act of the Holders of a majority in principal amount

of the Outstanding Securities of such series delivered to the Trustee and to the Company. If an instrument of acceptance by a successor

Trustee has not been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed may

petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee with respect to

the Securities of such series.

(d) If at any time:

(i) the Trustee shall fail to comply with the provisions of Section 613 or TIA Section 310(b) after

written request therefor by the Company or by any Holder of a Security who has been a bona fide Holder of a Security for at least six

months, or

(ii) the Trustee shall cease to be eligible under Section 607 and shall fail to resign after written request

therefor by the Company or by any Holder of a Security who has been a bona fide Holder of a Security for at least six months, or

(iii) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver

of the Trustee or of its property shall be appointed or any public officer shall 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, (A) the Company by or pursuant

to a Board Resolution may remove the Trustee and appoint a successor Trustee with respect to all Securities, or (B) subject to TIA

Section 315(e), any Holder of a Security who has been a bona fide Holder of a Security 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 Securities and the appointment of a successor Trustee or Trustees.

-36-

(e) If the Trustee shall

resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause with respect to the

Securities of one or more series, the Company, by or pursuant to a Board Resolution, shall promptly appoint a successor Trustee or Trustees

with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect

to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities

of any particular series). If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor

Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the

Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith

upon its acceptance of such appointment, become the successor Trustee with respect to the Securities of such series and to that extent

supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have

been so appointed by the Company or the Holders of Securities and accepted appointment in the manner hereinafter provided, any Holder

of a Security who has been a bona fide Holder of a Security of such series 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 Securities

of such series.

(f) The Company shall

give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a

successor Trustee with respect to the Securities of any series in the manner provided for notices to the Holders of Securities in Section 106.

Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate

Trust Office.

SECTION 609. Acceptance of Appointment

By Successor.

(a) In case of the appointment

hereunder of a successor Trustee with respect to all Securities, every such successor Trustee shall execute, acknowledge and deliver to

the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring

Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the

rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trustee, such retiring Trustee

shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and

trusts of the retiring Trustee, and shall 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 606. No resigning or removed Trustee

shall have any liability or responsibility for the action or inaction of any successor Trustee.

(b) In case of the appointment

hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee

and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto,

pursuant to Article Nine hereof, wherein each successor Trustee shall accept such appointment and that (i) shall contain such

provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers,

trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor

Trustee relates, (ii) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall

be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the

Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee,

and (iii) shall add to or change any of the provisions of this Indenture as shall 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 shall constitute

such Trustees co-trustees of the same trust and that each such Trustee shall 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 shall 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 shall become effective to the extent provided therein, such

retiring Trustee shall with respect to the Securities of that or those series to which the appointment of such successor Trustee relates

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 other than as hereinafter expressly set forth, and each such successor Trustee, without any further act,

deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities

of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee,

such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee

hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates.

-37-

such successor Trustee, the Company shall 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 (a) or (b) of this Section, as the case may be.

(d) No successor Trustee

shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article.

(e) All monies and indemnification

amounts due and owing to the Trustee, shall be paid before such successor Trustee takes over.

SECTION 610. 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 shall be a party, or any corporation succeeding to all or substantially all of the corporate trust

business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise 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 Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or

consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect

as if such successor Trustee had itself authenticated such Securities. In case any Securities shall not have been authenticated by such

predecessor Trustee, any such successor Trustee may authenticate and deliver such Securities, in either its own name or that of its predecessor

Trustee, with the full force and effect that this Indenture provides for the certificate of authentication of the Trustee.

SECTION 611. Appointment of Authenticating

Agent.

At any time when any of the

Securities remain Outstanding, the Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities

that shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon exchange, registration

of transfer or partial redemption or repayment thereof or pursuant to Section 306, and Securities so authenticated shall be entitled

to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any

such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, a copy of which instrument

shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities

by the Trustee or the Trustee’s certificate of authentication, such reference shall 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. Each Authenticating Agent shall be reasonably acceptable to the Company and, except as may otherwise be provided pursuant to Section 301,

shall at all times be a bank or trust company or corporation organized and doing business and in good standing under the laws of the United

States of America or of any State or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined

capital and surplus of not less than $25,000,000 and subject to supervision or examination by Federal or State authorities. If such Authenticating

Agent publishes reports of condition at least annually, pursuant to law or the requirements of the aforesaid supervising or examining

authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be

its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time an Authenticating

Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall 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 shall be a party, or any corporation succeeding to the corporate agency

or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall

be otherwise eligible under this Section, without the execution or filing of any paper or further act on the part of the Trustee or the

Authenticating Agent.

-38-

An Authenticating Agent for

any series of Securities may at any time resign by giving written notice of resignation to the Trustee for such series and to the Company.

The Trustee for any series of Securities may at any time terminate the agency of an Authenticating Agent by giving written notice of termination

to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at

any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee for such

series may appoint a successor Authenticating Agent that shall be acceptable to the Company and shall give notice of such appointment

to all Holders of Securities of or within the series with respect to which such Authenticating Agent will serve in the manner set forth

in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the

rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent herein. No

successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.

The Company agrees to pay

to each Authenticating Agent from time to time reasonable compensation including reimbursement of its reasonable expenses for its services

under this Section.

If an appointment with respect

to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to or in

lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication substantially in the following form:

This is one of the Securities

of the series designated therein and referred to in the within-mentioned Indenture.

Date:

WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee

By:

As Authenticating Agent

By:

Authorized Officer

SECTION 612. Certain Duties and Responsibilities.

No provision of this Indenture

shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its

duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment

of such funds or indemnity satisfactory to the Trustee against such risk or liability is not reasonably assured to it. Whether or not

therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection

to the Trustee shall be subject to the provisions of this Section.

SECTION 613. Conflicting Interests.

If the Trustee has or shall

acquire a conflicting interest within the meaning of the TIA, the Trustee shall either eliminate such interest or resign, to the extent

and in the manner provided by, and subject to the provisions of, the TIA and this Indenture. To the extent permitted by the TIA, the Trustee

shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with respect to Securities of more

than one series.

-39-

SECTION 614. Appointment of Co-Trustee.

(a) Every such separate

trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(i) all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or

imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such

separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that

under any law of any jurisdiction in which any particular act or acts are to be performed, the Trustee shall be incompetent or unqualified

to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the trust estate

created hereunder or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or

co-trustee, but solely at the direction of the Trustee;

(ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee

hereunder; and

(iii) the Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee.

(b) Any notice, request

or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively

as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions

of this Article Six.

trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument

of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture,

specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection

or rights (including the rights to compensation, reimbursement and indemnification hereunder) to, the Trustee. Every such instrument shall

be filed with the Trustee.

ARTICLE SEVEN

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. Disclosure of Names and Addresses

of Holders.

Every Holder of Securities,

by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any Authenticating

Agent nor any Paying Agent nor any Security Registrar nor any director, officer, agent or employee of any of them shall be held accountable

by reason of the disclosure of any information as to the names and addresses of the Holders of Securities in accordance with TIA Section 312,

regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing

any material pursuant to a request made under TIA Section 312(b).

SECTION 702. Reports by Trustee.

(a) As promptly as practicable

after each June 15 beginning with the June 15 following the date of this Indenture and in any event prior to August 15

in each year, so long as any Securities remain Outstanding hereunder, the Trustee shall mail to each Holder a brief report dated as of

June 15 that complies with Trust Indenture Act Section 313(a) (but if no event described in the Trust Indenture Act Section 313(a) has

occurred within the twelve months preceding the reporting date, no report need be transmitted).

(b) The Trustee also

shall comply with Trust Indenture Act Sections 313(b) and 313(c).

-40-

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

(d) 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.

(e) Prior to delivery

to the Holders, the Trustee shall deliver to the Company a copy of any report it delivers to Holders pursuant to this Section 702;

provided, however, that no recourse may be taken against the Trustee for its failure to deliver a copy of such report to the Company

prior to its delivery of the report to the Holders.

(f) The Company will

notify the Trustee when any Securities are listed on any stock exchange.

SECTION 703. Reports by Company.

The Company shall file with

the Trustee and the Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as

may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to such act; provided that any such

information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act

shall be filed with the Trustee within 15 days after the same is so required to be filed with the Commission.

Delivery of such reports,

information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute

actual or constructive knowledge or other 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 duty to review or analyze reports delivered to it. Notwithstanding the foregoing,

to the extent any of the information required by this Section 703 is filed by the Company with the Commission and publicly available

on the Commission’s EDGAR system (or any successor system thereto), then such information shall be deemed to be filed with the Trustee.

SECTION 704. Company to Furnish Trustee

Names and Addresses of Holders.

The Company will furnish or

cause to be furnished to the Trustee:

(i) with respect to each series of Securities, quarterly or semi-annually (as applicable), not later than

15 days after the Regular Record Date for interest for such series of Securities, a list, in such form as the Trustee may reasonably require,

of the names and addresses of the Holders of Registered Securities of such series as of such Regular Record Date, or if there is no Regular

Record Date for interest for such series of Securities, semi-annually, upon such dates as are set forth in the Board Resolution or indenture

supplemental hereto authorizing such series, and

(ii) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company

of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished, provided,

however, that, so long as the Trustee is the Security Registrar, no such lists shall be required to be furnished.

-41-

ARTICLE EIGHT

CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

SECTION 801. Consolidations and Mergers

of Company and Sales, Leases and Conveyances Permitted Subject to Certain Conditions.

The Company may consolidate

with, or sell, lease or convey all or substantially all of its assets to, or merge with or into any other Person, provided that in any

such case, (i) either the Company shall be the continuing entity, or the successor (if other than the Company) entity shall be a

Person organized and existing under the laws of the United States or a State thereof or the District of Columbia and such successor entity

shall expressly assume the due and punctual payment of the principal of (and premium or Make-Whole Amount, if any) and any interest (including

all Additional Amounts, if any, payable pursuant to Section 1008) on all of the Securities, according to their tenor, or as otherwise

specified pursuant to Section 301, and the due and punctual performance and observance of all of the covenants and conditions of

this Indenture to be performed by the Company by supplemental indenture, complying with Article Nine hereof, in form satisfactory

to the Trustee, executed and delivered to the Trustee by such Person and (ii) immediately after giving effect to such transaction,

no Event of Default shall have occurred and be continuing.

SECTION 802. Rights and Duties of Successor

Corporation.

In case of any such consolidation,

merger, sale, lease or conveyance and upon any such assumption by the successor entity, such successor entity shall succeed to and be

substituted for the Company, with the same effect as if it had been named herein as the party of the first part, and the predecessor entity,

except in the event of a lease, shall be relieved of any further obligation under this Indenture and the Securities; provided,

however, that if the Company is the surviving or successor entity in any such transaction, no succession or substitution shall

occur and the Company shall continue to be bound by, and entitled to the benefits of, all the terms, conditions and provisions of this

Indenture. Such successor entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company,

any or all of the Securities issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee;

and, upon the order of such successor entity, instead of the Company, and subject to all the terms, conditions and limitations in this

Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities that previously shall have been signed and delivered

by the officers of the Company to the Trustee for authentication, and any Securities that such successor entity thereafter shall cause

to be signed and delivered to the Trustee for that purpose. All the Securities so issued shall in all respects have the same legal rank

and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as

though all of such Securities had been issued at the date of the execution hereof.

In case of any such consolidation,

merger, sale, lease or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter

to be issued as may be appropriate.

SECTION 803. Officers’ Certificate

and Opinion of Counsel.

Any consolidation, merger,

sale, lease or conveyance permitted under Section 801 is also subject to the condition that the Trustee receive an Officers’

Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, lease or conveyance, and the assumption

by any successor entity, comply with the provisions of this Article and that all conditions precedent herein provided for relating

to such transaction have been complied with.

ARTICLE NINE

SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures without

Consent of Holders.

Without the consent of any

Holders of Securities, the Company, when authorized by or pursuant to 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:

(i) to evidence the succession of another Person to the Company and the assumption by any such successor of

the covenants of the Company herein and in the Securities contained; or

(ii) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities

(and, if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being

included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; or

-42-

(iii) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities

(and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are

expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional

Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter

or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit

the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount

of that or those series of Securities to which such additional Events of Default apply to waive such default; or

(iv) to add to, change or eliminate any of the provisions of this Indenture in respect of any series of Securities,

provided that any such addition, change or elimination shall (A) neither (x) apply to any Security of any series created prior

to the execution of such supplemental indenture and entitled to the benefit of such provision, nor (y) modify the rights of the Holder

of any such Security with respect to such provision; or (B) become effective only when there is no Security Outstanding; or

(v) to secure the Securities; or

(vi) to establish the form or terms of Securities of any series as permitted by Sections 201 and 301, including

the provisions and procedures relating to Securities convertible into or exchangeable for other securities or property of the Company;

(vii) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect

to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide

for or facilitate the administration of the trusts hereunder by more than one Trustee; or

(viii) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent

with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture that

shall not be inconsistent with the provisions of this Indenture or to make any other changes, provided that in each case, such provisions

shall not adversely affect the interests of the Holders of Securities of any series in any material respect as determined in good faith

by the Board of Directors; or

(ix) to close this Indenture with respect to the authentication and delivery of additional series of Securities

or to qualify, or maintain qualification of, this Indenture under the TIA; or

(x) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or

facilitate the defeasance and discharge of any series of Securities pursuant to Sections 401, 1302 and 1303; provided in each case

that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities

in any material respect; or

(xi) to add a guarantor with respect to the Securities.

-43-

SECTION 902. Supplemental Indentures with

Consent of Holders.

The Company and the Trustee

may (i) amend or supplement this Indenture or the Securities without notice to any Holder of Securities but with the written consent

of the Holders of a majority in aggregate principal amount of the Securities of all series then Outstanding or (ii) supplement this

Indenture with regard to a series of Securities, amend or supplement a supplemental indenture relating to a series of Securities, or amend

the Securities of a series, without notice to any Holder of Securities but with the written consent of the Holders of a majority in aggregate

principal amount of the Securities of that series then Outstanding. The Holders of a majority in principal amount of the Securities of

all series then Outstanding may waive compliance by the Company with any provision of this Indenture or the Securities without notice

to any Holder of Securities. The Holders of a majority in principal amount of the Securities of any series then Outstanding may waive

compliance with any provision of this Indenture, any supplemental indenture or the Securities of that series with regard to the Securities

of that series without notice to any Holder of Securities. However, without the consent of the Holder of each Outstanding Security affected

thereby, no amendment, supplement or waiver may:

(i) change the Stated Maturity of the principal of (or premium or Make-Whole Amount, if any, on) or any installment

of principal of or interest on, any Security; or reduce the principal amount thereof or the rate or amount of interest thereon or any

Additional Amounts payable in respect thereof, or any premium or Make-Whole Amount payable upon the redemption thereof, or change any

obligation of the Company to pay Additional Amounts pursuant to Section 1008 (except as contemplated by Section 801(i) and

permitted by Section 901(i)), or reduce the amount of the principal of an Original Issue Discount Security or Make-Whole Amount,

if any, that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502 or the amount

thereof provable in bankruptcy pursuant to Section 504, or change any Place of Payment where, or the currency or currencies, currency

unit or units or composite currency or currencies in which, the principal of any Security or any premium or Make-Whole Amount or any Additional

Amounts payable in respect thereof or the interest thereon is payable, or impair the right to institute suit for the enforcement of any

such payment on or after the Stated Maturity thereof (or, in the case of redemption or repayment at the option of the Holder, on or after

the Redemption Date or the Repayment Date, as the case may be); or

(ii) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of

whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver with respect

to such series (or compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided

for in this Indenture; or reduce the requirements of Section 1404 for quorum or voting; or

(iii) modify any of the provisions of this Section, Section 513 or Section 1009, except to increase

the required percentage to effect such action or to provide that certain other provisions of this Indenture cannot be modified or waived

without the consent of the Holder of each Outstanding Security affected thereby; or

(iv) make any change that adversely affects the right to convert or exchange any Security pursuant to Section 301

or decrease the conversion or exchange rate or increase the conversion or exchange price of any such Security.

It shall not be necessary

for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be

sufficient if such Act shall approve the substance thereof.

A supplemental indenture that

changes or eliminates any covenant or other provision of this Indenture that has expressly been included for the benefit of one or more

particular series of Securities, or that modifies the rights of the Holders of Securities of such series with respect to such covenant

or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series.

SECTION 903. Execution of Supplemental

Indentures.

executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modification

thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and shall be fully protected in relying upon,

an Opinion of Counsel and an Officers’ Certificate stating that the execution of such supplemental indenture is authorized or permitted

by this Indenture, that all conditions precedent to the execution of such supplemental indenture have been complied with and that such

supplemental indenture is the legal, valid and binding obligation of the Company; provided, however, that with respect to

the first supplemental indenture, which is being executed and delivered substantially simultaneously with, or immediately following, the

execution and delivery hereof, the Trustee is not required to receive, and may conclusively rely upon the execution and delivery of the

first supplemental indenture without receiving, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized

or permitted by this Indenture and that all conditions precedent to the execution of such supplemental indenture have been complied with.

The Trustee may, but shall not be obligated to, enter into any such supplemental indenture that affects the Trustee’s own rights,

duties or immunities under this Indenture or otherwise.

-44-

SECTION 904. Effect of Supplemental Indentures.

Upon the execution of any

supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall

form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder

shall be bound thereby.

SECTION 905. Conformity with Trust Indenture

Act.

Every supplemental indenture

executed pursuant to this Article shall conform to the requirements of the TIA as then in effect.

SECTION 906. Reference in Securities to

Supplemental Indentures.

Securities of any series authenticated

and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee,

bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so

determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and 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 Securities

of such series.

SECTION 907. Notice of Supplemental Indentures.

Promptly after the execution

by the Company and the Trustee of any supplemental indenture pursuant to the provisions of Section 902, the Company shall give notice

thereof to the Holders of each Outstanding Security affected, in the manner provided for in Section 106, setting forth in general

terms the substance of such supplemental indenture.

SECTION 908. Subordination Unimpaired.

No provision in any supplemental

indenture that affects the superior position of the holders of Senior Debt shall be effective against holders of Senior Debt.

ARTICLE TEN

COVENANTS

SECTION 1001. Payment of Principal, Premium

or Make-Whole Amount, if any, Interest and Additional Amounts.

The Company covenants and

agrees for the benefit of the Holders of each series of Securities that it will duly and punctually pay the principal of (and premium

or Make-Whole Amount, if any) and interest on and any Additional Amounts payable in respect of the Securities of that series in accordance

with the terms of such series of Securities and this Indenture. Unless otherwise specified with respect to Securities of any series pursuant

to Section 301, at the option of the Company, all payments of principal may be paid by check to the registered Holder of the Registered

Security or other Person entitled thereto against surrender of such Security.

SECTION 1002. Maintenance of Office or

Agency.

If Securities of a series

are issuable only as Registered Securities, the Company shall maintain in each Place of Payment for any series of Securities an office

or agency where Securities of that series may be presented or surrendered for payment or conversion, where Securities of that series may

be surrendered for registration of transfer or exchange, and where notices and demands to or upon the Company in respect of the Securities

of that series 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 each such office or agency. If at any time the Company shall fail to maintain any such required office or agency or

shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands (but not service of process)

may be made or served at the Corporate Trust Office.

-45-

The Company may from time

to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for

any or all of such purposes, and may from time to time rescind such designations; provided, however, that no such designation

or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements

set forth above for Securities of any series for such purposes. 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.

Unless otherwise specified

with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in

a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of the Indenture,

then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agent.

SECTION 1003. Money for Securities Payments

to Be Held in Trust.

If the Company shall at any

time act as its own Paying Agent with respect to any series of any Securities, it will, on or before each due date of the principal of

(and premium or Make-Whole Amount, if any), or interest on or Additional Amounts in respect of, any of the Securities of that series,

segregate and hold in trust for the benefit of the Persons entitled thereto a sum in the currency or currencies, currency unit or units

or composite currency or currencies in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301

for the Securities of such series) sufficient to pay the principal (and premium or Make-Whole Amount, if any) or interest or Additional

Amounts so becoming due until such sums shall 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 shall

have one or more Paying Agents for any series of Securities, it will, on or before each due date of the principal of (and premium or Make-Whole

Amount, if any), or interest on or Additional Amounts in respect of, any Securities of that series, deposit with a Paying Agent a sum

(in the currency or currencies, currency unit or units or composite currency or currencies described in the preceding paragraph) sufficient

to pay the principal (and premium or Make-Whole Amount, if any) or interest or Additional Amounts, so becoming due, such sum to be held

in trust for the benefit of the Persons entitled to such principal, premium, Make-Whole Amount or interest or Additional Amounts 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 shall agree with the

Trustee, subject to the provisions of this Section, that such Paying Agent will:

(i) hold all sums held by it for the payment of principal of (and premium or Make-Whole Amount, if any) or

interest on Securities or Additional Amounts in trust for the benefit of the Persons entitled thereto until such sums shall be paid to

such Persons or otherwise disposed of as herein provided;

(ii) give the Trustee written notice of any default by the Company (or any other obligor upon the Securities)

in the making of any such payment of principal (and premium or Make-Whole Amount, if any) or interest or Additional Amounts; and

(iii) at any time during the continuance of any such default upon the written request of the Trustee, forthwith

pay to the Trustee all sums so held in trust by such Paying Agent.

-46-

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 trusts 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 shall be released from all further liability with respect to such sums.

Subject to applicable law,

except as otherwise provided in the Securities of any series, 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 (and premium or Make-Whole Amount, if any) or interest on, or any Additional

Amounts in respect of, any Security of any series and remaining unclaimed for two years after such principal (and premium or Make-Whole

Amount, if any), interest or Additional Amounts has become due and payable shall be paid to the Company upon Company Request or (if then

held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor,

look only to the Company for payment of such principal of (and premium or Make-Whole Amount, if any) or interest on, or any Additional

Amounts in respect of, any Security, without interest thereon, 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, shall thereupon cease.

SECTION 1004. Existence.

Subject to Article Eight,

the Company will do or cause to be done all things necessary to preserve and keep in full force and effect the existence, material rights

(charter and statutory) and material franchises of the Company and its Subsidiaries; provided, however, that the Company

shall not be required to preserve any right or franchise if the Company shall determine that the preservation thereof is no longer desirable

in the conduct of the business of the Company and its Subsidiaries as a whole or that the loss thereof is not disadvantageous in any material

respect to the Holders of Securities of any series.

SECTION 1005. Maintenance of Properties.

The Company will cause all

of its material 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, for the avoidance of doubt, nothing in this

Section shall prevent the Company from selling or otherwise disposing of its properties in any transaction that is, in the judgment

of the Company, desirable in the conduct of its business.

SECTION 1006. Payment of Taxes and Other

Claims.

The Company will pay or discharge

or cause to be paid or discharged, before the same shall become delinquent, all material taxes, assessments and governmental charges levied

or imposed upon it or any Subsidiary or upon the income, profits or property of the Company or any Subsidiary; provided, however,

that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment or charge whose

amount, applicability or validity is being contested in good faith by appropriate proceedings.

SECTION 1007. Statement as to Compliance.

The Company will deliver to

the Trustee within 120 days after the end of each fiscal year, a brief certificate from the principal executive officer, principal financial

officer or principal accounting officer as to his or her knowledge of the Company’s compliance with all conditions and covenants

under this Indenture and, in the event of any noncompliance, specifying such noncompliance and the nature and status thereof. For purposes

of this Section 1007, such compliance shall be determined without regard to any period of grace or requirement of notice under this

Indenture.

In addition, the Company shall

deliver to the Trustee, as soon as reasonably practicable, and in any event within 30 days after the Company has actual knowledge of the

occurrence of an Event of Default that is continuing, a certificate describing such Event of Default, its status, and the actions that

the Company is taking or proposes to take in respect thereof.

-47-

SECTION 1008. Additional Amounts.

If any Securities of a series

provide for the payment of Additional Amounts, the Company will pay to the Holder of any Security of such series Additional Amounts as

may be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any context except in the case

of Section 502(i), the payment of the principal of or any premium, Make-Whole Amount or interest on, or in respect of, any Security

of any series or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include

mention of the payment of Additional Amounts provided by the terms of such series established pursuant to Section 301 to the extent

that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms and express mention

of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in

those provisions hereof where such express mention is not made.

Except

as otherwise specified as contemplated by Section 301, if the Securities of a series provide for the payment of Additional Amounts,

at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series

will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days

prior to each date of payment of principal and any premium or Make-Whole Amount or interest if there has been any change with respect

to the matters set forth in the below-mentioned Officers’ Certificate, the Company will furnish the Trustee and the Company’s

principal Paying Agent or Paying Agents, if other than the Trustee, with an Officers’ Certificate instructing the Trustee and such

Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall

be made to Holders of Securities of that series who are not United States persons without withholding for or on account of any tax, assessment

or other governmental charge described in the Securities of or within the series. If any such withholding shall be required, then such

Officers’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities

of that series and the Company will pay to the Trustee or such Paying Agent the Additional Amounts, if any, required by the terms of such

Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above mentioned certificate,

then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect

to any payment of principal or interest with respect to any Securities of a series until it shall have received a certificate advising

otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series without withholding

or deductions until otherwise advised. The Company covenants to indemnify the Trustee and any Paying Agent and their respective officers,

directors, employees and agents for, and to hold them harmless against, any loss, liability or expense (including but not limited to legal

fees and expenses) reasonably incurred without gross negligence or willful misconduct on their part arising out of or in connection with

actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished pursuant to this Section or in reliance

on the Company’s not furnishing such an Officers’ Certificate. Unless and until a Responsible Officer of the Trustee

receives at the Corporate Trust Office such an Officer’s Certificate, the Trustee may assume without inquiry that no such Additional

Amounts are payable. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine whether any Additional

Amounts are payable, or with respect to the nature, extent, or calculation of the amount of any Additional Amounts owed, or with respect

to the method employed in such calculation of any Additional Amounts. If the Company has paid Additional Amounts directly to the Persons

entitled to it, the Company shall deliver to the Trustee an Officer’s Certificate setting forth the particulars of such payment.

SECTION 1009. Waiver of Certain Covenants.

The Company may omit in any

particular instance to comply with any term, provision or condition set forth in Sections 1004 to 1006, inclusive, and with any other

term, provision or condition with respect to the Securities of any series specified in accordance with Section 301 (except any such

term, provision or condition that could not be amended without the consent of all Holders of Securities of such series pursuant to Section 902),

if before or after the time for such compliance the Holders of at least a majority in principal amount of all Outstanding Securities of

such series, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such covenant or

condition, but no such waiver shall extend to or affect such covenant or condition except to the extent so expressly waived, and, until

such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision

or condition shall remain in full force and effect.

-48-

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

SECTION 1101. Applicability of Article.

Securities of any series that

are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated

by Section 301 for Securities of any series) in accordance with this Article.

SECTION 1102. Election to Redeem; Notice

to Trustee.

The election of the Company

to redeem any Securities (in whole or in part) shall be evidenced by or pursuant to a Board Resolution. In case of any redemption at the

election of the Company of less than all of the Securities of any series, the Company shall, at least 45 days prior to the giving of the

notice of redemption in Section 1104 (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee, in writing,

of such Redemption Date, of the principal amount of Securities of such series (identified by CUSIP or other control number) to be redeemed

and of the Redemption Price of such Securities and any accrued interest and Additional Amounts payable with respect thereto, if any, on

the Redemption Date. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided

in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate

and Opinion of Counsel evidencing compliance with such restriction. If the Redemption Price is not known at the time such notice is to

be given, the actual Redemption Price, calculated as described in the terms of the Securities to be redeemed, will be set forth in an

Officer’s Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date.

SECTION 1103. Selection by Trustee of

Securities to Be Redeemed.

If less than all the Securities

of any series issued with the same terms are to be redeemed, the particular Securities to be redeemed shall be selected not more than

60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series issued on such date with the same

terms not previously called for redemption, by lot, pro rata or such other method as the Trustee shall deem fair and appropriate; provided

that if the Securities are represented by one or more global Securities, interests in such global Securities shall be selected for redemption

subject to the rules and procedures of DTC, which may provide for the selection for redemption of portions (equal to the minimum

authorized denomination for Securities of that series or any integral multiple thereof) of the principal amount of Securities of such

series of a denomination larger than the minimum authorized denomination for Securities of that series.

If any Security selected for

partial redemption is converted in part before termination of the conversion or exchange right with respect to the portion of the Security

so selected, the converted or exchanged portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption.

Securities that have been converted or exchanged during a selection of Securities to be redeemed shall be treated by the Trustee as Outstanding

for the purpose of such selection. In any case where more than one Security is registered in the same name, the Trustee in its discretion

may treat the aggregate principal amount so registered as if it were represented by one Security.

The Trustee shall promptly

notify the Company and the Security Registrar (if other than itself) in writing of the Securities selected for redemption and, in the

case of any Securities 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 Securities shall relate, in the case of any Security

redeemed or to be redeemed only in part, to the portion of the principal amount of such Security that has been or is to be redeemed.

-49-

SECTION 1104. Notice of Redemption.

Notice of redemption shall

be given in the manner provided in Section 106, not less than 10 days nor more than 60 days prior to the Redemption Date, unless

a shorter period is specified by the terms of such series established pursuant to Section 301, to each Holder of Securities to be

redeemed, but failure to give such notice in the manner herein provided to the Holder of any Security designated for redemption as a whole

or in part, or any defect in the notice to any such Holder, shall not affect the validity of the proceedings for the redemption of any

other such Security or portion thereof.

Any notice that is mailed

or otherwise given to the Holders of Registered Securities in the manner herein provided shall be conclusively presumed to have been duly

given, whether or not the Holder receives the notice.

All notices of redemption

shall state:

(i) the Redemption Date;

(ii) the Redemption Price, accrued and unpaid interest to, but excluding, the Redemption Date payable as provided

in Section 1106, if any, and Additional Amounts, if any;

(iii) if less than all Outstanding Securities of any series are to be redeemed, the identification (and, in

the case of partial redemption, the principal amount) of the particular Security or Securities to be redeemed;

(iv) in case any Security is to be redeemed in part only, that on and after the Redemption Date, upon surrender

of such Security, the Holder will receive, without a charge, a new Security or Securities of authorized denominations for the principal

amount thereof remaining unredeemed;

(v) that on the Redemption Date the Redemption Price and accrued and unpaid interest to, but excluding, the

Redemption Date payable as provided in Section 1106, if any, will become due and payable upon each such Security, or the portion

thereof, to be redeemed and, if applicable, that interest thereon shall cease to accrue on and after said date;

(vi) the Place or Places of Payment where such Securities maturing after the Redemption Date are to be surrendered

for payment of the Redemption Price and accrued and unpaid interest, if any, or for conversion or exchange;

(vii) that the redemption is for a sinking fund, if such is the case;

(viii) the CUSIP number of such Security, if any, provided that neither the Company nor the Trustee shall have

any responsibility for any such CUSIP number;

(ix) if applicable, that a Holder of Securities who desires to convert or exchange Securities to be redeemed

must satisfy the requirements for conversion or exchange contained in such Securities, the then existing conversion or exchange price

or rate and the date and time when the option to convert or exchange shall expire and the place or places where such Securities may be

surrendered for conversion or exchange; and

(x) such other information as the Trustee reasonably deems appropriate.

Notice of redemption of Securities

to be redeemed shall be given by the Company or, at the Company’s written request in an Officers’ Certificate delivered at

least 15 days prior to the date such notice is to be given to the Holders (unless a shorter period shall be acceptable to the Trustee),

by the Trustee in the name and at the expense of the Company. Any notice of redemption may be conditional in the Company’s discretion

on one or more conditions precedent, and the Redemption Date may be delayed until such time as any or all of such conditions have been

satisfied or revoked by the Company if it determines that such conditions will not be satisfied.

-50-

SECTION 1105. Deposit of Redemption Price.

At or prior to 10:00 a.m. (local

time at the Place of Payment) on any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company

is acting as its own Paying Agent, which it may not do in the case of a sinking fund payment under Article Twelve, segregate and

hold in trust as provided in Section 1003) an amount of money in the currency or currencies, currency unit or units or composite

currency or currencies in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301

for the Securities of such series) sufficient to pay on the Redemption Date the Redemption Price of, and (except if the Redemption Date

shall be an Interest Payment Date) accrued and unpaid interest on, all the Securities or portions thereof that are to be redeemed on that

date.

SECTION 1106. Securities Payable on Redemption

Date.

Notice of redemption having

been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price

therein specified in the currency or currencies, currency unit or units or composite currency or currencies in which the Securities of

such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series) (together with

accrued and unpaid interest to, but excluding, the Redemption Date and Additional Amounts payable with respect thereto, if any, on the

Redemption Date), and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued and

unpaid interest and Additional Amounts, if any) such Securities shall, if the same were interest-bearing, cease to bear interest. Upon

surrender of any such Security for redemption in accordance with said notice appertaining thereto maturing after the Redemption Date,

such Security shall be paid by the Company at the Redemption Price, together with accrued and unpaid interest to, but excluding, the Redemption

Date and Additional Amounts payable with respect thereto, if any, on the Redemption Date; provided, however, that except

as otherwise provided with respect to Securities convertible or exchangeable into other securities or property (including securities of

other issuers, provided that such securities are registered under Section 12 of the Exchange Act and such issuer is then eligible

to use Form S-3 (or any successor form) for a primary offering of its securities) of the Company, installments of interest on Registered

Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more

Predecessor Securities, registered as such at the close of business on the relevant Regular Record Dates according to their terms and

the provisions of Section 307.

SECTION 1107. Securities Redeemed in Part.

Any Security that is to be

redeemed only in part (pursuant to the provisions of this Article or of Article Twelve) shall be surrendered at a Place of Payment

therefor (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 shall

execute and the Trustee shall authenticate and deliver to the Holder of such Security without service charge a new Security or Securities

of the same series, 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 Security so surrendered.

ARTICLE TWELVE

SINKING FUNDS

SECTION 1201. Applicability of Article.

The provisions of this Article shall

be applicable to any sinking fund for the retirement of Securities of a series except as otherwise specified as contemplated by Section 301

for Securities of such series.

The minimum amount of any

sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment,”

and any payment in excess of such minimum amount provided for by the terms of such Securities of any series is herein referred to as an

“optional sinking fund payment.” If provided for by the terms of any Securities of any series, the cash amount of any mandatory

sinking fund payment may be subject to reduction as provided in Section 1202. Each sinking fund payment shall be applied to the redemption

of Securities of any series as provided for by the terms of Securities of such series.

-51-

SECTION 1202. Satisfaction of Sinking

Fund Payments with Securities.

The Company may, in satisfaction

of all or any part of any mandatory sinking fund payment with respect to the Securities of a series, (i) deliver Outstanding Securities

of such series (other than any previously called for redemption) and (ii) apply as a credit Securities of such series that have been

redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional

sinking fund payments pursuant to the terms of such Securities, as provided for by the terms of such Securities, or which have otherwise

been acquired by the Company; provided that such Securities so delivered or applied as a credit have not been previously so credited.

Such Securities shall be received and credited for such purpose by the Trustee at the applicable Redemption Price specified in such Securities

for redemption through operation of the sinking fund and the amount of such mandatory sinking fund payment shall be reduced accordingly.

SECTION 1203. Redemption of Securities

for Sinking Fund.

Not less than 60 days prior

to each sinking fund payment date for Securities of any series, the Company will deliver to the Trustee an Officers’ Certificate

specifying the amount of the next ensuing mandatory sinking fund payment for that series pursuant to the terms of that series, the portion

thereof, if any, which is to be satisfied by payment of cash in the currency or currencies, currency unit or units or composite currency

or currencies in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities

of such series) and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant

to Section 1202, and the amount of optional sinking fund payments, if any, to be added in cash to the next ensuing mandatory sinking

fund payment, and will also deliver to the Trustee any Securities to be so delivered and credited. If such Officers’ Certificate

shall specify an optional amount to be added in cash to the next ensuing mandatory sinking fund payment, the Company shall thereupon be

obligated to pay the amount therein specified. Not less than 30 days before each such sinking fund payment date the Trustee shall select

the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and the Company shall cause

notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104.

Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections

1106 and 1107.

ARTICLE THIRTEEN

DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1301. Applicability of Article;

Company’s Option to Effect Defeasance or Covenant Defeasance.

If, pursuant to Section 301,

provision is made for either or both of (i) defeasance of the Securities of or within a series under Section 1302 or (ii) covenant

defeasance of the Securities of or within a series under Section 1303 to be applicable to the Securities of any series, then the

provisions of such Section or Sections, as the case may be, together with the other provisions of this Article (with such modifications

thereto as may be specified pursuant to Section 301 with respect to any Securities), shall be applicable to such Securities and the

Company may at its option by Board Resolution at any time, with respect to such Securities elect to defease such Outstanding Securities

pursuant to Section 1302 (if applicable) or Section 1303 (if applicable) upon compliance with the conditions set forth below

in this Article.

SECTION 1302. Defeasance and Discharge.

Upon the Company’s exercise

of the above option applicable to this Section with respect to any Securities of or within a series, the Company shall be deemed

to have been discharged from its obligations with respect to such Outstanding Securities on the date the conditions set forth in Section 1304

are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed

to have paid and discharged the entire indebtedness represented by such Outstanding Securities which shall thereafter be deemed to be

“Outstanding” only for the purposes of Section 1305 and the other Sections of this Indenture referred to in clauses (i) and

(ii) below, and to have satisfied all of its other obligations under such Securities and this Indenture insofar as such Securities

are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the

following that shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Outstanding Securities

to receive, solely from the trust fund described in Section 1304 and as more fully set forth in such Section, payments in respect

of the principal of (and premium or Make-Whole Amount, if any) and interest, if any, on such Securities when such payments are due, (ii) the

Company’s obligations with respect to such Securities under Sections 305, 306, 1002 and 1003 and with respect to the payment of

Additional Amounts, if any, on such Securities as contemplated by Section 1008, (iii) the rights, powers, trusts, duties, indemnities

and immunities of the Trustee hereunder including but not limited to Section 606 hereof and (iv) this Article. Subject to compliance

with this Article Thirteen, the Company may exercise its option under this Section notwithstanding the prior exercise of its

option under Section 1303 with respect to such Securities.

-52-

SECTION 1303. Covenant Defeasance.

Upon the Company’s exercise

of the above option applicable to this Section with respect to any Securities of or within a series, the Company shall be released

from its obligations under Sections 1004 to 1006, inclusive, and, if specified pursuant to Section 301, its obligations under any

other covenant, with respect to such Outstanding Securities on and after the date the conditions set forth in Section 1304 are satisfied

(hereinafter, “covenant defeasance”), and such Securities shall 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 Sections 1004 to 1006, inclusive, or such other covenant, but shall continue to be deemed “Outstanding” for all other

purposes hereunder. For this purpose, such covenant defeasance means that, with respect to such Outstanding Securities, the Company may

omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such Section or

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 shall not constitute a default or an Event of Default under Section 501(iv) or 501(vii) or

otherwise, as the case may be, but, except as specified above, the remainder of this Indenture and such Securities shall be unaffected

thereby.

SECTION 1304. Conditions to Defeasance

or Covenant Defeasance.

The following shall be the

conditions to application of Section 1302 or Section 1303 to any Outstanding Securities of or within a series:

(a) The Company shall

irrevocably have deposited or caused to be deposited with the Trustee 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 of such Securities, (i) an amount

in such currency, currencies or currency unit in which such Securities are then specified as payable at Stated Maturity, or (ii) Government

Obligations applicable to such Securities (determined on the basis of the currency, currencies or currency unit in which such Securities

are then specified as payable at Stated Maturity) 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 premium or Make-Whole Amount,

if any) and interest and Additional Amounts, if any, on such Securities, money in an amount, or (iii) a combination thereof 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

that shall be applied by the Trustee to pay and discharge, (a) the principal of (and premium or Make-Whole Amount, if any) and interest,

if any, on such Outstanding Securities on the Stated Maturity of such principal or installment of principal or interest and (b) any

mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities on the day on which such payments are

due and payable in accordance with the terms of this Indenture and of such Securities; provided, that the Trustee shall have been irrevocably

instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities. Before

such a deposit, the Company may give to the Trustee, in accordance with Section 1102 hereof, a notice of its election to redeem all

or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven

hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.

(b) Such defeasance or

covenant defeasance shall 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 is a party or by which it is bound (and shall not cause the Trustee to have a conflicting

interest pursuant to Section 310(b) of the TIA with respect to any Security of the Company).

-53-

or event that with notice or lapse of time or both would become an Event of Default with respect to such Securities shall have occurred

and be continuing on the date of such deposit or, insofar as Sections 501(v) and 501(vi) are concerned, at any time during the

period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until

the expiration of such period).

(d) In the case of an

election under Section 1302, the Company shall have delivered to the Trustee an Opinion of Counsel 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 execution of

this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon

such opinion shall confirm that, the Holders of such Outstanding Securities will not recognize income, gain or loss for Federal income

tax purposes as a result of such 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 defeasance had not occurred.

(e) In the case of an

election under Section 1303, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders

of such Outstanding Securities 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 shall

have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to

the defeasance under Section 1302 or the covenant defeasance under Section 1303 (as the case may be) have been complied with

and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related

exercise of the Company’s option under Section 1302 or Section 1303 (as the case may be) registration is not required

under the Investment Company Act of 1940, as amended, by the Company, with respect to the trust funds representing such deposit or by

the Trustee for such trust funds or (ii) all necessary registrations under said Act have been effected.

(g) After the 91st day

following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar

laws affecting creditors’ rights generally.

(h) Notwithstanding any

other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute

terms, conditions or limitations that may be imposed on the Company in connection therewith pursuant to Section 301.

SECTION 1305. Deposited Money and Government

Obligations to Be Held in Trust; Other Miscellaneous Provisions.

Subject to the provisions

of the last paragraph of Section 1003, all money and Government Obligations (or other property as may be provided pursuant to Section 301)

(including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 1305,

the “Trustee”) pursuant to Section 1304 in respect of any Outstanding Securities of any series shall be held in

trust and applied by the Trustee, in accordance with the provisions of such Securities 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 Holders of such

Securities of all sums due and to become due thereon in respect of principal (and premium or Make-Whole Amount, if any) and interest and

Additional Amounts, if any, but such money need not be segregated from other funds except to the extent required by law.

-54-

Unless otherwise specified

with respect to any Security pursuant to Section 301, if, after a deposit referred to in Section 1304(a) has been made,

(i) the Holder of a Security in respect of which such deposit was made is entitled to, and does, elect pursuant to Section 301

or the terms of such Security to receive payment in a currency or currency unit other than that in which the deposit pursuant to Section 1304(a) has

been made in respect of such Security, or (ii) a Conversion Event occurs in respect of the currency or currency unit in which the

deposit pursuant to Section 1304(a) has been made, the indebtedness represented by such Security shall be deemed to have been,

and will be, fully discharged and satisfied through the payment of the principal of (and premium or Make-Whole Amount, if any), and interest,

if any, on such Security as the same becomes due and Additional Amounts, if any, out of the proceeds yielded by converting (from time

to time as specified below in the case of any such election) the amount or other property deposited in respect of such Security into the

currency or currency unit in which such Security becomes payable as a result of such election or Conversion Event based on the applicable

market exchange rate for such currency or currency unit in effect on the second Business Day prior to each payment date, except, with

respect to a Conversion Event, for such currency or currency unit in effect (as nearly as feasible) at the time of the Conversion Event.

The Company shall pay and

indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Government Obligations deposited pursuant

to Section 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge that by law

is for the account of the Holders of such Outstanding Securities.

Anything in this Article to

the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or Government

Obligations (or other property and any proceeds therefrom) held by it as provided in Section 1304 that, in the opinion of a nationally

recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess

of the amount thereof that would then be required to be deposited to effect a defeasance or covenant defeasance, as applicable, in accordance

with this Article; provided that the Trustee shall not be required to liquidate any Government Obligations in order to comply with the

provisions of this paragraph.

ARTICLE FOURTEEN

MEETINGS OF HOLDERS OF SECURITIES

SECTION 1401. Purposes for Which Meetings

May Be Called.

A meeting of Holders of Securities

of any series may be called at any time and from time to time pursuant to this Article to make, give or take any request, demand,

authorization, direction, notice, consent, waiver or other action provided by this Indenture to be made, given or taken by Holders of

Securities of such series.

SECTION 1402. Call, Notice and Place of

Meetings.

(a) The Trustee may at

any time call a meeting of Holders of Securities of any series for any purpose specified in Section 1401, to be held at such time

and at such place as the Trustee shall determine. Notice of every meeting of Holders of Securities of any series, setting forth the time

and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given, in the manner provided

in Section 106, not less than 21 nor more than 180 days prior to the date fixed for the meeting.

(b) In case at any time

the Company, pursuant to a Board Resolution, or the Holders of at least 25% in principal amount of the Outstanding Securities of any series

shall have requested the Trustee to call a meeting of the Holders of Securities of such series for any purpose specified in Section 1401,

by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have made

the first publication of the notice of such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause

the meeting to be held as provided herein, then the Company or the Holders of Securities of such series in the amount above specified,

as the case may be, may determine the time and the place for such meeting and may call such meeting for such purposes by giving notice

thereof as provided in subsection (a) of this Section.

SECTION 1403. Persons Entitled to Vote

at Meetings.

To be entitled to vote at

any meeting of Holders of Securities of any series, a Person shall be (i) a Holder of one or more Outstanding Securities of such

series, or (ii) a Person appointed by an instrument in writing as proxy for a Holder or Holders of one or more Outstanding Securities

of such series by such Holder or Holders. The only Persons who shall be entitled to be present or to speak at any meeting of Holders of

Securities of any series shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Trustee and

its counsel and any representatives of the Company and its counsel.

-55-

SECTION 1404. Quorum; Action.

The Persons entitled to vote

a majority in principal amount of the Outstanding Securities of a series shall constitute a quorum for a meeting of Holders of Securities

of such series; provided, however, that if any action is to be taken at such meeting with respect to a consent or waiver

which this Indenture expressly provides may be given by the Holders of not less than a specified percentage in principal amount of the

Outstanding Securities of a series, the Persons entitled to vote such specified percentage in principal amount of the Outstanding Securities

of such series shall constitute a quorum. In the absence of a quorum within 30 minutes after the time appointed for any such meeting,

the meeting shall, if convened at the request of Holders of Securities of such series, be dissolved. In any other case the meeting may

be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting.

In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than

10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of

any adjourned meeting shall be given as provided in Section 1402(a), except that such notice need be given only once not less than

five (5) days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of any adjourned meeting

shall state expressly the percentage, as provided above, of the principal amount of the Outstanding Securities of such series which shall

constitute a quorum. Except as limited by the proviso to Section 902, any resolution presented to a meeting or adjourned meeting

duly reconvened at which a quorum is present as aforesaid may be adopted by the affirmative vote of the Holders of a majority in aggregate

principal amount of the Outstanding Securities of that series represented at such meeting; provided, however, that, except

as limited by the proviso to Section 902, any resolution with respect to any request, demand, authorization, direction, notice, consent,

waiver or other action which this Indenture expressly provides may be made, given or taken by the Holders of a specified percentage, which

is less than a majority, in principal amount of the Outstanding Securities of a series may be adopted at a meeting or an adjourned meeting

duly reconvened and at which a quorum is present as aforesaid by the affirmative vote of the Holders of such specified percentage in principal

amount of the Outstanding Securities of that series.

Any resolution passed or decision

taken at any meeting of Holders of Securities of any series duly held in accordance with this Section shall be binding on all the

Holders of Securities of such series, whether or not present or represented at the meeting.

Notwithstanding the foregoing

provisions of this Section 1404, if any action is to be taken at a meeting of Holders of Securities of any series with respect to

any request, demand, authorization, direction, notice, consent, waiver or other action that this Indenture expressly provides may be made,

given or taken by the Holders of a specified percentage in principal amount of all Outstanding Securities affected thereby, or of the

Holders of such series and one or more additional series:

(i) there shall be no minimum quorum requirement for such meeting; and

(ii) the principal amount of the Outstanding Securities of such series that vote in favor of such request,

demand, authorization, direction, notice, consent, waiver or other action shall be taken into account in determining whether such request,

demand, authorization, direction, notice, consent, waiver or other action has been made, given or taken under this Indenture.

SECTION 1405. Determination of Voting

Rights; Conduct and Adjournment of Meetings.

(a) Notwithstanding any

provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of

Securities of a series in regard to proof of the holding of Securities of such series and of the appointment of proxies and in regard

to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the

right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted

or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 104 and the appointment

of any proxy shall be proved in the manner specified in Section 104. Such regulations may provide that written instruments appointing

proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 104 or other proof.

-56-

(b) The Trustee shall,

by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or

by Holders of Securities as provided in Section 1402(b), in which case the Company or the Holders of Securities of or within the

series calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent

secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities

of such series represented at the meeting.

Holder of a Security of such series or proxy shall be entitled to one vote for each $1,000 principal amount of the Outstanding Securities

of such series held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect

of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting

shall have no right to vote, except as a Holder of a Security of such series or proxy.

(d) Any meeting of Holders

of Securities of any series duly called pursuant to Section 1402 at which a quorum is present may be adjourned from time to time

by Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting, and

the meeting may be held as so adjourned without further notice.

SECTION 1406. Counting Votes and Recording

Action of Meetings.

The vote upon any resolution

submitted to any meeting of Holders of Securities of any series shall be by written ballots on which shall be subscribed the signatures

of the Holders of Securities of such series or of their representatives by proxy and the principal amounts and serial numbers of the Outstanding

Securities of such series held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who

shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting

their verified written reports in duplicate of all votes cast at the meeting. A record, at least in duplicate, of the proceedings of each

meeting of Holders of Securities of any series shall be prepared by the secretary of the meeting and there shall be attached to said record

the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge

of the fact, setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section 1402

and, if applicable, Section 1404. Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary

of the meeting and one such copy shall be delivered to the Company and another to the Trustee to be preserved by the Trustee, the latter

to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters

therein stated.

SECTION 1407. Evidence of Action Taken

by Holders.

Any request, demand, authorization,

direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by a specified percentage in principal

amount of the Holders of any or all series may be embodied in and evidenced by one or more instruments of substantially similar tenor

signed by such specified percentage of Holders in person or by agent duly appointed in writing; and, except as herein otherwise expressly

provided, such action shall become effective when such instrument or instruments are delivered to the Trustee.

Proof of execution of any

instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Article Six)

conclusive in favor of the Trustee and the Company, if made in the manner provided in this Article.

SECTION 1408. Proof of Execution of Instruments.

Subject to Article Six,

the execution of any instrument by a Holder or his agent or proxy may be proved in accordance with such reasonable rules and regulations

as may be prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee.

-57-

ARTICLE FIFTEEN

SUBORDINATION

SECTION 1501. Agreement to Subordinate.

Except as otherwise provided

in a supplemental indenture or pursuant to Section 301, the Company agrees, and each Holder by accepting a Security agrees, that

the indebtedness evidenced by the Securities is subordinated in right of payment, to the extent and in the manner provided in this Article,

to the prior payment in full of all Senior Debt and that the subordination is for the benefit of the holders of Senior Debt.

SECTION 1502. Liquidation; Dissolution;

Bankruptcy.

Upon any distribution to creditors

of the Company in a liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar

proceeding relating to the Company or its property:

(i) holders of Senior Debt shall be entitled to receive payment in full in cash of the principal of and interest

(including interest accruing after the commencement of any such proceeding) to the date of payment on the Senior Debt before Holders shall

be entitled to receive any payment of principal of or interest on the Securities;

(ii) until the Senior Debt is paid in full in cash, any distribution to which Holders would be entitled but

for this Article shall be made to holders of Senior Debt as their interests may appear, except that Holders may receive securities

that are subordinated to Senior Debt to at least the same extent as the Securities; and

(iii) the Trustee is entitled to conclusively rely upon an order or decree of a court of competent jurisdiction

or a certificate of a bankruptcy trustee or other similar official for the purpose of ascertaining the persons entitled to participate

in such distribution, the holders of Senior Debt and other Company debt, the amount thereof or payable thereon and all other pertinent

facts relating thereto or to this Article Fifteen.

The Trustee shall be entitled

to conclusively rely on the delivery to it of a written notice by a person representing himself to be a holder of Senior Debt (or a trustee

or agent on behalf of such holder) to establish that such notice has been given by a holder of Senior Debt (or a trustee or agent on behalf

of any such holder). In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right

of any person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article Fifteen, the Trustee

may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt held by such

person, as to the extent to which such person is entitled to participate in such payment or distribution, and as to other facts pertinent

to the rights of such person under this Article Fifteen, 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.

Regardless of anything to

the contrary contained in this Article or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence

of any Senior Debt or of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the

making of any payment of moneys to or by the Trustee or which would end such prohibition, unless and until a Responsible Officer of the

Trustee shall have received notice in writing at its Corporate Trust Office to that effect signed by an officer of the Company, or by

a holder or agent of a holder of Senior Debt or by the trustee under any indenture pursuant to which Senior Debt shall be outstanding,

who shall have been certified by the Company or otherwise established to the reasonable satisfaction of the Trustee to be such holder

or agent or trustee, and, prior to the receipt of any such written notice, the Trustee shall, subject to Section 602, be entitled

to assume that no such facts exist; provided that if on a date at least five Business Days prior to the date upon which by the terms hereof

any such moneys shall become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if

any), and interest on and any Additional Amounts payable in respect of any Security) the Trustee shall not have received with respect

to such moneys the notice of prohibition provided for in this Section, then, regardless of anything herein to the contrary, the Trustee

shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received, and shall

not be affected by any notice to the contrary which may be received by it on or after such prior date.

-58-

SECTION 1503. Default on Senior Debt.

The Company may not pay principal

of or interest on the Securities and may not acquire any Securities for cash or property other than capital stock of the Company if:

(i) a default on Senior Debt occurs and is continuing that permits holders of such Senior Debt to accelerate

its maturity, and

(ii) the default is the subject of judicial proceedings or the Company receives a notice of the default from

a person who may give it pursuant to Section 1511. If the Company receives any such notice, a similar notice received within nine

months thereafter relating to the same default on the same issue of Senior Debt shall not be effective for purposes of this Section.

The Company may resume payments

on the Securities and may acquire them when:

(i) the default is cured or waived, or

(ii) 120 days pass after the notice is given if the default is not the subject of judicial proceedings if this

Article otherwise permits the payment or acquisition at that time.

SECTION 1504. Acceleration of Securities.

If payment of the Securities

is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Debt of the acceleration. The Company

may pay the Securities when 120 days pass after the acceleration occurs if this Article permits the payment at that time.

SECTION 1505. When Distribution Must Be

Paid Over.

If a distribution is made

to Holders that because of this Article should not have been made to them, the Holders who receive the distribution shall hold it

in trust for holders of Senior Debt and pay it over to them as their interests may appear.

SECTION 1506. Notice by Company.

The Company shall promptly

notify the Trustee, in writing, and any Paying Agent of any facts known to the Company that would cause a payment of principal of or interest

on Securities to violate this Article.

SECTION 1507. Subrogation.

After all Senior Debt is paid

in full and until the Securities are paid in full, Holders shall be subrogated to the rights of holders of Senior Debt to receive distributions

applicable to Senior Debt to the extent that distributions otherwise payable to the Holders have been applied to the payment of Senior

Debt. A distribution made under this Article to holders of Senior Debt which otherwise would have been made to Holders is not, as

between the Company and Holders, a payment by the Company on Senior Debt.

SECTION 1508. Relative Rights.

This Article defines

the relative rights of Holders and holders of Senior Debt. Nothing in this Indenture shall:

(i) impair, as between the Company and Holders, the obligation of the Company, which is absolute and unconditional,

to pay principal of and interest on the Securities in accordance with their terms;

(ii) affect the relative rights of Holders and creditors of the Company other than holders of Senior Debt;

-59-

(iii) prevent the Trustee or any Holder from exercising its available remedies upon an Event of Default, subject

to the rights of holders of Senior Debt to receive distributions otherwise payable to Holders.

If the Company fails because

of this Article to pay principal of or interest on a Security on the due date, the failure is still a default.

SECTION 1509. Subordination May Not

Be Impaired By Company.

No right of any holder of

Senior Debt to enforce the subordination of the indebtedness evidenced by the Securities shall be impaired by any act or failure to act

by the Company or by its failure to comply with this Indenture.

SECTION 1510. Distribution or Notice to

Representative.

Whenever a distribution is

to be made or a notice given to holders of Senior Debt, the distribution may be made and the notice given to their Representative.

SECTION 1511. Rights of Trustee and Paying

Agent.

The Trustee or any Paying

Agent may continue to make payments on the Securities until a Responsible Officer receives written notice of facts that would cause a

payment of principal of or interest on the Securities to violate this Article. Only the Company, a Representative or a holder of an issue

of Senior Debt that has no Representative may give the written notice.

The Trustee has no duty to

the holders of Senior Debt other than as created under this Indenture. The Trustee in its individual or any other capacity may hold Senior

Debt with the same rights it would have if it were not Trustee.

The Company’s obligation

to pay, and the Company’s payment of, the amounts required by Sections 506 and 606 are excluded from the operation of this Article Fifteen.

-60-

IN WITNESS WHEREOF, the parties

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

BURKE & HERBERT FINANCIAL SERVICES CORP.

By:

/s/ Kirtan Parikh

Name:

Kirtan Parikh

Title:

Executive Vice President, Chief Financial Officer

WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee

By:

/s/ Michael H. Wass

Name:

Michael H. Wass

Title:

Vice President

[Signature

Page to Subordinated Indenture]

EXHIBIT A

FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR

AND CLEARSTREAM BANKING, S.A. IN

CONNECTION WITH THE EXCHANGE OF A PORTION OF A TEMPORARY GLOBAL SECURITY

OR TO OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE

[Insert title or sufficient description of Securities

to be delivered]

This is to certify that, based

solely on written certifications that we have received in writing, by tested telex or by electronic transmission from each of the persons

appearing in our records as persons entitled to a portion of the principal amount set forth below (our “Member Organizations”)

substantially in the form attached hereto, as of the date hereof, (U.S.$) principal amount of the above-captioned Securities (i) is

owned by person(s) that are not citizens or residents of the United States, domestic partnerships, domestic corporations or any estate

or trust the income of which is subject to United States Federal income taxation regardless of its source (“United States person(s)”),

(ii) is owned by United States person(s) that are (a) foreign branches of United States financial institutions (financial

institutions, as defined in United States Treasury Regulations Section 1.165-12(c)(1)(v) are herein referred to as “financial

institutions”) purchasing for their own account or for resale, or (b) United States person(s) who acquired the Securities

through foreign branches of United States financial institutions and who hold the Securities through such United States financial institutions

on the date hereof (and in either case (a) or (b), each such financial institution has agreed, on its own behalf or through its agent,

that we may advise Wilmington Trust, National Association or its agent that such financial institution will provide a certificate within

a reasonable time stating that it agrees to comply with the requirements of Section 165(j)(3)(A), (B), or (C) of the Internal

Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) is owned by a financial institution for purposes of resale

during the restricted period (as defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and that such financial

institutions described in clause (iii) above (whether or not also described in clause (i) or (ii)) have certified that they

have not acquired the Securities for purposes of resale directly or indirectly to a United States person or to a person within the United

States or its possessions.

As used herein, “United

States” means the United States of America (including the States and the District of Columbia); and its “possessions”

include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.

We further certify that (i) we

are not making available herewith for exchange (or, if relevant, collection of any interest) any portion of the temporary global Security

representing the above-captioned Securities excepted in the above-referenced certificates of Member Organizations and (ii) as of

the date hereof we have not received any notification from any of our Member Organizations to the effect that the statements made by such

Member Organizations with respect to any portion of the part submitted herewith for exchange (or, if relevant, collection of any interest)

are no longer true and cannot be relied upon as of the date hereof.

We understand that this certification

is required in connection with certain tax legislation in the United States. If administrative or legal proceedings are commenced or threatened

in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate or a copy

thereof to any interested party in such proceedings.

Dated:

[To be dated no earlier than the earlier of the

Exchange Date or the relevant Interest Payment Date occurring prior to the Exchange Date, as applicable]

By:

A-1

EX-4.2 — EXHIBIT 4.2

EX-4.2

Filename: tm2625875d4_ex4-2.htm · Sequence: 4

Exhibit 4.2

FIRST SUPPLEMENTAL

INDENTURE

between

BURKE & HERBERT

FINANCIAL SERVICES CORP.

AND

WILMINGTON TRUST,

NATIONAL ASSOCIATION

DATED AS OF September

30, 2026

First Supplement to Indenture dated as of

September 30, 2026

(Subordinated Debt Securities)

FIRST SUPPLEMENTAL INDENTURE,

dated as of September 30, 2026 (this “Supplemental Indenture”), between BURKE & HERBERT FINANCIAL SERVICES CORP.,

a Virginia corporation (the “Company”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (the “Trustee”).

RECITALS

WHEREAS, the Company and the

Trustee have entered into an Indenture dated as of September 30, 2026 (the “Base Indenture” and, as supplemented by

this Supplemental Indenture, the “Indenture”), providing for the issuance by the Company from time to time of its subordinated

debt securities;

WHEREAS, Section 901(vi) of

the Base Indenture provides that the Company and the Trustee may, without the consent of any Holder, enter into a supplemental indenture

to establish the form or terms of Securities of any series as permitted by Sections 201 and 301 thereof;

WHEREAS, the Company desires

to provide for the establishment of a new series of Securities pursuant to Sections 201 and 301 of the Base Indenture, the form and substance

of such Securities and terms, provisions and conditions thereof to be set forth as provided in the Indenture;

WHEREAS, the Company deems

it advisable to enter into this Supplemental Indenture for the purposes of establishing the terms of such Securities and providing for

the rights, obligations and duties of the Trustee with respect to such Securities;

WHEREAS, the execution and

delivery of this Supplemental Indenture has been authorized by a resolution of the Board of Directors of the Company;

WHEREAS, the Company has requested

that the Trustee execute and deliver this Supplemental Indenture and satisfy all requirements necessary to make this Supplemental Indenture

a valid, legal and binding instrument in accordance with its terms, and to make the Notes (as defined herein), when executed by the Company

and authenticated and delivered by the Trustee, the valid, legal and binding obligations of the Company; and

WHEREAS, all acts and things

necessary have been done and performed to make this Supplemental Indenture enforceable in accordance with its terms, and the execution

and delivery of this Supplemental Indenture has been duly authorized in all respects.

NOW, THEREFORE, THIS SUPPLEMENTAL

INDENTURE WITNESSETH: For and in consideration of the premises and the purchase of the Notes by the Holders thereof, the Company and the

Trustee covenant and agree, for the equal and proportionate benefit of all Holders of the Notes, as follows:

ARTICLE

One

DEFINITIONS

Section 1.1.

Definitions and Other Provisions of General Application. For all purposes of this Supplemental Indenture, unless otherwise

specified herein:

(a)

all terms used in this Supplemental Indenture which are not otherwise defined herein shall have the meanings they are given in

the Base Indenture and include the plural as well as the singular;

(b)

the provisions of general application stated in Sections 102 through 116 of the Base Indenture shall apply to this Supplemental

Indenture, except that the words “herein,” “hereof,” “hereto” and “hereunder” and other

words of similar import refer to this Supplemental Indenture as a whole and not to the Base Indenture or any particular Article, Section

or other subdivision of the Base Indenture or this Supplemental Indenture; and

(c)

Section 101 of the Base Indenture is amended and supplemented, solely with respect to the Notes, by inserting the following additional

defined terms in their appropriate alphabetical positions:

“Administrative or

Judicial Action” has the meaning provided in the definition of “Tax Event.”

“Bank”

means Burke & Herbert Bank & Trust Company.

“Benchmark”

means, initially, Three-Month Term SOFR; provided that if the Calculation Agent determines on or prior to the Reference Time that a Benchmark

Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR or the then-current Benchmark,

then “Benchmark” means the applicable Benchmark Replacement.

“Benchmark Replacement”

means the Interpolated Benchmark with respect to the then-current Benchmark, plus the Benchmark Replacement Adjustment for such Benchmark;

provided that if (a) the 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:

(1)

Compounded SOFR;

(2)

the sum of: (a) the alternate rate that has been selected or recommended by the Relevant Governmental Body as the replacement for

the then-current Benchmark for the applicable Corresponding Tenor and (b) the Benchmark Replacement Adjustment;

(3)

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

(4)

the sum of: (a) the alternate rate that has been selected by the Calculation Agent as the replacement for the then-current Benchmark

for the applicable Corresponding Tenor, giving due consideration to any industry-accepted rate as a replacement for the then-current Benchmark

for U.S. dollar-denominated floating rate securities at such time, and (b) the Benchmark Replacement Adjustment.

“Benchmark Replacement Adjustment”

means the first alternative set forth in the order below that can be determined by the Calculation Agent as of the Benchmark Replacement

Date:

(1)

the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value

or zero), that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;

(2)

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

and

(3)

the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Calculation Agent giving

due consideration to any industry-accepted spread adjustment or method for calculating or determining such spread adjustment, for the

replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated floating rate

securities at such time.

“Benchmark Replacement

Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including

changes to the definition of “interest period,” timing and frequency of determining rates with respect to each interest period

and making payments of interest, rounding of amounts or tenors, and other administrative matters) that the Calculation Agent decides may

be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if

the Calculation Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Calculation

Agent determines that no market practice for use of the Benchmark Replacement exists, in such other manner as the Calculation Agent determines

is reasonably necessary).

“Benchmark Replacement

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

(1)

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

respect of any determination;

(2)

in the case of clause (2) or (3) of the definition of “Benchmark Transition Event,” the later of (a) the date of the

public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark permanently

or indefinitely ceases to provide the Benchmark; or

(3)

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

of information referenced therein.

For the avoidance of doubt,

for purposes of the definitions of Benchmark Replacement Date and Benchmark Transition Event, references to the Benchmark also include

any reference rate underlying the Benchmark (for example, if the Benchmark becomes Compounded SOFR, references to the Benchmark would

include SOFR).

For the avoidance of doubt,

if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect

of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.

“Benchmark Transition

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

(1)

if the Benchmark is Three-Month Term SOFR, (a) the Relevant Governmental Body has not selected or recommended a forward-looking

term rate for a tenor of three months based on SOFR, (b) the development of a forward-looking term rate for a tenor of three months based

on SOFR that has been recommended or selected by the Relevant Governmental Body is not complete or (c) the Company determines that the

use of a forward-looking rate for a tenor of three months based on SOFR is not administratively feasible;

(2)

a public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator

has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication,

there is no successor administrator that will continue to provide the Benchmark;

(3)

a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central

bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution

authority with jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution authority

over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the

Benchmark permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator

that will continue to provide the Benchmark; or

(4)

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.

“Calculation Agent”

means the agent appointed by the Company prior to the commencement of the Floating Rate Period (which may include the Company or any of

its Affiliates) to act in accordance with Section 2.4 of this Supplemental Indenture. The Company shall initially act as Calculation Agent.

“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 Calculation Agent in accordance with:

(1)

the rate, or methodology for this rate, and conventions for this rate selected or recommended by the Relevant Governmental Body

for determining Compounded SOFR; provided that:

(2)

if, and to the extent that, the Calculation Agent determines that Compounded SOFR cannot be determined in accordance with clause

(1) above, then the rate, or methodology for this rate, and conventions for this rate that have been selected by the Calculation Agent

giving due consideration to any industry-accepted market practice for U.S. dollar-denominated floating rate securities at such time.

For the avoidance of doubt,

the calculation of Compounded SOFR shall exclude the Benchmark Replacement Adjustment (if applicable) and the spread of 222 basis points

per annum.

“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.

“Federal Reserve”

has the meaning provided in the definition of “Tier 2 Capital Event.”

“Federal Reserve

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

any successor source.

“Fixed Rate Interest

Payment Date” has the meaning provided in Section 2.4(a).

“Fixed Rate Period”

has the meaning provided in Section 2.4(a).

“Fixed Rate Regular

Record Date” has the meaning provided in Section 2.4(a).

“Floating Rate Interest

Payment Date” has the meaning provided in Section 2.4(b).

“Floating Rate Period”

has the meaning provided in Section 2.4(b).

“Floating Rate Regular

Record Date” has the meaning provided in Section 2.4(b).

“Interest Period”

means the period from and including the immediately preceding Interest Payment Date in respect of which interest has been paid or duly

provided for or, if no interest has been paid or duly provided for, from and including the Issue Date to, but excluding, the applicable

Interest Payment Date or the Maturity Date or date of earlier redemption, if applicable.

“Interpolated Benchmark”

with respect to the Benchmark means the rate determined for the Corresponding Tenor by interpolating on a linear basis between: (1) the

Benchmark for the longest period (for which the Benchmark is available) that is shorter than the Corresponding Tenor, and (2) the Benchmark

for the shortest period (for which the Benchmark is available) that is longer than the Corresponding Tenor.

“ISDA”

means the International Swaps and Derivatives Association, Inc. or any successor.

“ISDA Definitions”

means the 2021 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended

or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.

“ISDA Fallback Adjustment”

means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing

the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable

tenor.

“ISDA Fallback Rate”

means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an

index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.

“Issue Date”

means September 30, 2026.

“Maturity Date”

has the meaning provided in Section 2.2.

“Reference Time”

with respect to any determination of the Benchmark means (a) if the Benchmark is Three-Month Term SOFR, the date that is two (2) U.S.

Government Securities Business Days prior to the start of the relevant floating rate Interest Period, or such other time determined by

the Calculation Agent after giving effect to the Three-Month Term SOFR Conventions, and (b) if the Benchmark is not Three-Month Term SOFR,

the time determined by the Calculation Agent after giving effect to the Benchmark Replacement Conforming Changes.

“Relevant Governmental

Body” means the Federal Reserve and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened

by the Federal Reserve and/or the Federal Reserve Bank of New York or any successor thereto.

“SOFR”

means the secured overnight financing rate published by the Federal Reserve Bank of New York, as the administrator of the Benchmark (or

a successor administrator), on the Federal Reserve Bank of New York’s Website.

“Tax Event”

means the receipt by the Company of an opinion of independent tax counsel to the effect that as a result of (a) 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; (b) 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 (c)

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 original

issue date of the Notes, there is more than an insubstantial risk that interest payable by the Company on the 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.

“Term SOFR”

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

“Term SOFR Administrator”

means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of Three-Month Term SOFR selected by the Calculation

Agent in its reasonable discretion).

“Three-Month Term

SOFR” means the rate for Term SOFR for a tenor of three months that is published by the Term SOFR Administrator at the Reference

Time for any Interest Period, as determined by the Calculation Agent after giving effect to the Three-Month Term SOFR Conventions. All

percentages used in or resulting from any calculation of Three-Month Term SOFR shall be rounded, if necessary, to the nearest one-hundred-thousandth

of a percentage point, with 0.000005% rounded up to 0.00001%.

“Three-Month Term

SOFR Conventions” means any determination, decision or election with respect to any technical, administrative or operational

matter (including with respect to the manner and timing of the publication of Three-Month Term SOFR, or changes to the definition of “interest

period,” timing and frequency of determining Three-Month Term SOFR with respect to each Interest Period and making payments of interest,

rounding of amounts or tenors, and other administrative matters) that the Calculation Agent decides may be appropriate to reflect the

use of Three-Month Term SOFR as the Benchmark in a manner substantially consistent with market practice (or, if the Calculation Agent

decides that adoption of any portion of such market practice is not administratively feasible or if the Calculation Agent determines that

no market practice for the use of Three-Month Term SOFR exists, in such other manner as the Calculation Agent determines is reasonably

necessary).

“Tier 2 Capital Event”

means the Company’s good faith determination that, as a result of (a) 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 original issue date of the Notes; (b) any proposed change in those laws, rules or regulations that is announced or

becomes effective after the original issue date of the Notes; or (c) 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 original issue date of the Notes, there is more than an insubstantial risk that the Company will not be entitled

to treat the Notes then outstanding as “Tier 2 Capital” (or its equivalent) for purposes of the capital adequacy rules or

regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (or, as and if applicable,

the capital adequacy rules or regulations of any successor appropriate federal banking agency) as then in effect and applicable to the

Company, for so long as any Notes are outstanding.

“Unadjusted Benchmark

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

“U.S. Government

Securities Business Day” means any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial

Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in

U.S. government securities.

(d)

Section 101 of the Base Indenture is amended and supplemented, solely with respect to the Notes, by replacing the corresponding

defined terms in the Base Indenture with the following defined terms:

“Business Day”

means (a) each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which it is a U.S. federal holiday or any day on

which banking institutions in New York are authorized or obligated by law, regulation or executive order to close, or (b) a day on which

the Corporate Trust Office of the Trustee is not closed for business; provided, that, when used in connection with an amount that bears

interest at a rate based on SOFR or Term SOFR or any direct or indirect calculation or determination of SOFR or Term SOFR, the term “Business

Day” means any such day that is also a U.S. Government Securities Business Day.

“Indenture”

has the meaning set forth in the Recitals.

“Interest Payment

Date” has the meaning provided in Section 2.4.

“Redemption Date”

has the meaning provided in Section 2.5.

ARTICLE

Two

CREATION OF THE NOTES

Section 2.1.

Designation of Series. Pursuant to the terms hereof and Sections 201 and 301 of the Base Indenture, the Company hereby creates

a series of its subordinated debt securities designated as the “7.00% Fixed-to-Floating Rate Subordinated Notes due 2036”

(the “Notes”), which Notes shall be deemed “Securities” for all purposes under the Indenture.

Section 2.2.

Form and Minimum Denomination of Notes. The definitive form of the Notes shall be substantially in the form set forth in

Exhibit A attached hereto, which is incorporated herein and made part hereof. The Notes shall bear interest and have such other terms

as are stated in the form of definitive Notes or in the Indenture. The Stated Maturity of the Notes shall be October 1, 2036 (the “Maturity

Date”). The Notes shall be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.

Section 2.3.

Initial Limit on Amount of Series. The Notes shall initially be limited to U.S. $100,000,000 in aggregate principal amount,

and may, upon the execution and delivery of this Supplemental Indenture or from time to time thereafter, be executed by the Company and

delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the delivery

of a Company Order. Following the initial issuance of the Notes, the aggregate principal amount of Notes may be increased as provided

in Section 2.10 of this Supplemental Indenture.

Section 2.4.

Interest.

(a)

The Notes will bear interest at a fixed rate of 7.00% per annum from and including September 30, 2026 to, but excluding, October

1, 2031 or the date of earlier redemption (the “Fixed Rate Period”). Interest accrued on the Notes during the Fixed

Rate Period will be payable semi-annually in arrears on April 1 and October 1 of each year, commencing on April 1, 2027 (each such date,

a “Fixed Rate Interest Payment Date”). The last Fixed Rate Interest Payment Date shall be October 1, 2031, unless the

Notes are earlier redeemed. The interest payable during the Fixed Rate Period will be paid to each Holder in whose name a Note is registered

at the close of business on the fifteenth day (whether or not a Business Day) immediately preceding the applicable Fixed Rate Interest

Payment Date (each such date, a “Fixed Rate Regular Record Date”).

(b)

The Notes will bear a floating interest rate from, and including October 1, 2031, to, but excluding, the Maturity Date or the date

of earlier redemption (the “Floating Rate Period”). The floating interest rate will be reset quarterly, and the interest

rate for any Floating Rate Period shall be equal to the then-current Three-Month Term SOFR plus 222 basis points for each quarterly interest

period during the Floating Rate Period. During the Floating Rate Period, interest on the Notes will be payable quarterly in arrears on

January 1, April 1, July 1 and October 1 of each year, commencing on January 1, 2032 (each such date, a “Floating Rate Interest

Payment Date” and, together with a Fixed Rate Interest Payment Date, an “Interest Payment Date”). The interest

payable during the Floating Rate Period will be paid to each Holder in whose name a Note is registered at the close of business on the

fifteenth day (whether or not a Business Day) immediately preceding the applicable Floating Rate Interest Payment Date (each such date,

a “Floating Rate Regular Record Date”). Notwithstanding the foregoing, if Three-Month Term SOFR (or other applicable

Benchmark) is less than zero, then Three-Month Term SOFR (or other such Benchmark) shall be deemed to be zero. The Calculation Agent will

provide the Company and the Trustee with the interest rate in effect on the Notes promptly after the Reference Time (or such other date

of determination for the applicable Benchmark).

(c)

The amount of interest payable on any Fixed Rate Interest Payment Date during the Fixed Rate Period will be computed on the basis

of a 360-day year consisting of twelve 30-day months to, but excluding, October 1, 2031, and, the amount of interest payable on any Floating

Rate Interest Payment Date during the Floating Rate Period will be computed on the basis of a 360-day year and the actual number of days

elapsed.

(d)

The Company or the Calculation Agent, as applicable, shall calculate the amount of interest payable on any Interest Payment Date

and the Trustee shall have no duty to confirm or verify any such calculation. In the event that any scheduled Interest Payment Date or

the Maturity Date for the Notes falls on a day that is not a Business Day, then payment of interest payable on such Interest Payment Date

or of principal and interest payable on the Maturity Date will be paid on the next succeeding day which is a Business Day (any payment

made on such date will be treated as being made on the date that the payment was first due and no interest on such payment will accrue

for the period from and after such scheduled Interest Payment Date); provided, that in the event that any scheduled Floating Rate Interest

Payment Date falls on a day that is not a Business Day and the next succeeding Business Day falls in the next succeeding calendar month,

such Floating Rate Interest Payment Date will be accelerated to the immediately preceding Business Day, and, in each such case, the amounts

payable on such Business Day will include interest accrued to, but excluding, such Business Day. U.S. dollar amounts resulting from interest

calculations will be rounded to the nearest cent, with one-half cent being rounded upward.

(e)

The Company shall take such actions as are necessary to ensure that from the commencement of the Floating Rate Period for so long

as any of the Notes remain outstanding there will at all times be a Calculation Agent appointed to calculate Three-Month Term SOFR in

respect of each Floating Rate Period. The calculation of Three-Month Term SOFR for each applicable Floating Rate Period by the Calculation

Agent will (in the absence of manifest error) be final and binding. The Calculation Agent’s determination of any interest rate and

its calculation of interest payments for any period will be maintained on file at the Calculation Agent’s principal offices, will

be made available to any Holder of the Notes upon request and will be provided to the Trustee. The Calculation Agent shall have all the

rights, protections and indemnities afforded to the Trustee under the Base Indenture and hereunder. The Calculation Agent may be removed

by the Company at any time. If the Calculation Agent is unable or unwilling to act as Calculation Agent or is removed by the Company,

the Company will promptly appoint a replacement Calculation Agent. The Calculation Agent may not resign its duties without a successor

having been duly appointed; provided, that if a successor Calculation Agent has not been appointed by the Company and such successor accepted

such position within 30 days after the giving of notice of resignation by the Calculation Agent, then the resigning Calculation Agent

may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Calculation Agent

with respect to such series. The Trustee shall not be under any duty to succeed to, assume or otherwise perform, any duties of the Calculation

Agent, or to appoint a successor or replacement in the event of the Calculation Agent’s resignation or removal or to replace the

Calculation Agent in the event of a default, breach or failure of performance on the part of the Calculation Agent with respect to the

Calculation Agent’s duties and obligations hereunder. For the avoidance of doubt, if at any time there is no Calculation Agent appointed

by the Company, then the Company shall be the Calculation Agent. The Company may appoint itself or any of its Affiliates to be the Calculation

Agent.

(f)

Effect of Benchmark Transition Event.

(1)

If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred

on or prior to the Reference Time in respect of any determination of the Benchmark on any date, then the Benchmark Replacement will replace

the then-current Benchmark for all purposes relating to the Notes during the Floating Rate Period in respect of such determination on

such date and all determinations on all subsequent dates. In connection with the implementation of a Benchmark Replacement, the Calculation

Agent will have the right to make Benchmark Replacement Conforming Changes from time to time.

(2)

Notwithstanding anything set forth in Section 2.4(b) above, if the Calculation Agent determines on or prior to the relevant Reference

Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR,

then the provisions set forth in this Section 2.4(f) will thereafter apply to all determinations of the interest rate on the Notes during

the Floating Rate Period. After a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the interest rate

on the Notes for each Interest Period during the Floating Rate Period will be an annual rate equal to the Benchmark Replacement plus 222

basis points.

(3)

The Calculation Agent is expressly authorized to make certain determinations, decisions and elections under the terms of the Notes,

including with respect to the use of Three-Month Term SOFR as the Benchmark and under this Section 2.4(f). Any determination, decision

or election that may be made by the Calculation Agent under the terms of the Notes, including any determination with respect to a tenor,

rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking

any action or selection (A) will be conclusive and binding on the Holders of the Notes and the Trustee absent manifest error, (B) if made

by the Company as Calculation Agent, will be made in the Company’s sole discretion, (C) if made by a Calculation Agent other than

the Company, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision

or election to which the Company reasonably objects and (D) notwithstanding anything to the contrary herein or in the Base Indenture,

shall become effective without consent from the Holders of the Notes, the Trustee or any other party. If the Calculation Agent fails to

make any determination, decision or election that it is required to make under the terms of the Notes, then the Company will make such

determination, decision or election on the same basis as described above.

(4)

The Company (or its Calculation Agent) shall notify the Trustee in writing (i) upon the occurrence of the Benchmark Transition

Event or the Benchmark Replacement Date, and (ii) of any Benchmark Replacements, Benchmark Replacement Conforming Changes and other items

affecting the interest rate on the Notes after a Benchmark Transition Event.

(5)

The Trustee (including in its capacity as Paying Agent) shall have no (i) responsibility or liability for the (A) Three-Month Term

SOFR Conventions, (B) selection of an alternative reference rate to Three-Month Term SOFR (including, without limitation, whether the

conditions for the designation of such rate have been satisfied or whether such rate is a Benchmark Replacement or an Unadjusted Benchmark

Replacement), (C) determination or calculation of a Benchmark Replacement, or (D) determination of whether a Benchmark Transition Event

or Benchmark Replacement Date has occurred, and in each such case under clauses (A) through (D) above shall be entitled to conclusively

rely upon the selection, determination, and/or calculation thereof as provided by the Company or its Calculation Agent, as applicable,

and (ii) liability for any failure or delay in performing its duties hereunder as a result of the unavailability of a Benchmark rate as

described in the definition thereof, including, without limitation, as a result of the Company’s or Calculation Agent’s failure

to select a Benchmark Replacement or the Calculation Agent’s failure to calculate a Benchmark. The Trustee shall be entitled to

rely conclusively on all notices from the Company or its Calculation Agent regarding any Benchmark or Benchmark Replacement, including,

without limitation, in regards to Three-Month Term SOFR Conventions, a Benchmark Transition Event, Benchmark Replacement Date, and Benchmark

Replacement Conforming Changes. The Trustee shall not be responsible or liable for the actions or omissions of the Calculation Agent,

or any failure or delay in the performance of the Calculation Agent’s duties or obligations, nor shall it be under any obligation

to monitor or oversee the performance of the Calculation Agent. The Trustee shall be entitled to conclusively rely on any determination

made, and any instruction, notice, Officers’ Certificate or other instruction or information provided by the Calculation Agent without

independent verification, investigation or inquiry of any kind. The Trustee shall not be obligated to enter into any amendment or supplement

hereto that adversely impacts its rights, duties, obligations, immunities or liabilities (including, without limitation, in connection

with the adoption of any Benchmark Replacement Conforming Changes).

(6)

If the then-current Benchmark is Three-Month Term SOFR, the Calculation Agent will have the right to establish the Three-Month

Term SOFR Conventions, and if any of the foregoing provisions concerning the calculation of the interest rate and the payment of interest

during the Floating Rate Period are inconsistent with any of the Three-Month Term SOFR Conventions determined by the Calculation Agent,

then the relevant Three-Month Term SOFR Conventions will apply.

Section 2.5.

Redemption. The Notes shall be redeemable, in each case, in whole or in part from time to time, at the option of the Company

beginning with the Interest Payment Date on October 1, 2031, but not prior thereto (except upon the occurrence of certain events specified

below), and on any Interest Payment Date thereafter (each, a “Redemption Date”), subject to obtaining the prior approval

of the Federal Reserve to the extent such approval is then required under the rules of the Federal Reserve (or, as and if applicable,

the rules of any successor appropriate bank regulatory agency). The Notes may not otherwise be redeemed prior to the Maturity Date, except

that the Company may, at its option, redeem the Notes before the Maturity Date, in whole, but not in part, subject to obtaining the prior

approval of the Federal Reserve to the extent such approval is then required under the rules of the Federal Reserve (or, as and if applicable,

the rules of any successor appropriate bank regulatory agency), upon the occurrence of a Tier 2 Capital Event or a Tax Event, or if the

Company is required to register as an investment company pursuant to the Investment Company Act of 1940, as amended (15 U.S.C. 80a-1 et

seq.). Any such redemption will be at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued

and unpaid interest to, but excluding, the Redemption Date fixed by the Company. The provisions of Article Eleven of the Base Indenture

shall apply to any redemption of the Notes pursuant to this Section 2.5; provided that a notice of redemption shall be delivered not less

than 10 nor more than 60 days prior to the Redemption Date, to each Holder of Notes to be redeemed in whole or in part. Any partial redemption

will be made in accordance with DTC’s applicable procedures among all of the Holders of the Notes. If any Note is to be redeemed

in part only, the notice of redemption relating to such Note shall state that it is a partial redemption and the portion of the principal

amount thereof to be redeemed, and a replacement Note in principal amount equal to the unredeemed portion thereof will be issued in the

name of the Holder thereof upon cancellation of the original Note. The Notes are not subject to redemption or prepayment at the option

of the Holders.

Any notice of redemption may

be conditional in the Company’s discretion on one or more conditions precedent, and the Redemption Date may be delayed until such

time as any or all of such conditions have been satisfied or revoked by the Company if it determines that such conditions will not be

satisfied.

Section 2.6.

Events of Default. Solely with respect to the Notes, Section 501(v) and Section 501(vi) of the Base Indenture shall be replaced

with the following:

“(v) the Company

or the Bank shall commence a voluntary case under any applicable Bankruptcy Law, or shall consent to the entry of an order for relief

in any involuntary case under any such law, or shall consent to the appointment of or taking possession by a Custodian of the Company

or the Bank or for any substantial part of its property, or shall make any general assignment for the benefit of creditors, or shall fail

generally to pay its debts as they become due or shall take any corporate action in furtherance of any of the foregoing; or

(vi) a court having

jurisdiction in the premises shall enter a decree or order for relief in respect of the Company or the Bank in an involuntary case under

any Bankruptcy Law, or appointing a Custodian of the Company or the Bank or for any substantial part of its property, or ordering the

winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive

days; or”

Section 2.7.

No Repayment or Sinking Fund. The Notes will not be subject to redemption or repayment at the option of any Holder at any

time prior to the Stated Maturity. No sinking fund will be provided with respect to the Notes.

Section 2.8.

Notes Not Convertible or Exchangeable. The Notes will not be convertible into or exchangeable for equity securities, other

securities, or assets or property of the Company or its subsidiaries.

Section 2.9.

Issuance of Notes; Selection of Depository. The Notes shall be issued as global Securities in permanent global form, without

coupons. The initial depositary for the Notes shall be DTC.

Section 2.10.

Further Issuances. The Company may, without consent of the Holders of the Notes but in compliance with the terms of the

Indenture, increase the principal amount of the Notes by issuing additional Notes on the same terms and conditions as the Notes, except

for any differences in the issue price and interest accrued prior to the date of issuance of the additional Notes, and with the same CUSIP

number as the Notes; provided that such additional Notes are fungible with the Notes for U.S. federal income tax purposes. The Notes and

any additional Notes issued by the Company will rank equally and ratably and shall be treated as a single series of Securities for all

purposes under the Indenture.

Section 2.11.

No Additional Amounts. In the event that any payment on the Notes is subject to withholding of any U.S. federal income tax

or other tax or assessment (as a result of a change in law or otherwise), the Company will not pay additional amounts with respect to

such tax or assessment.

ARTICLE

Three

APPOINTMENT OF THE TRUSTEE FOR THE NOTES

Section 3.1.

Security Registrar; Paying Agent. The Company appoints Wilmington Trust, National Association as Security Registrar and

Paying Agent with respect to the Notes, and the Trustee hereby accepts such appointment.

ARTICLE

Four

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER or LEASE

Section 4.1.

Company May Consolidate, Etc., Only on Certain Terms. Solely with respect to the Notes, the text of clause (i) of Section

801 of the Base Indenture shall be replaced with the following:

(1)

“the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or

transfer, or which leases, all or substantially all of the properties and assets of the Company shall be a corporation, partnership, limited

liability company or trust, shall be organized and validly existing under the laws of the United States of America, any state thereof

or the District of Columbia and, if such surviving Person is not the Company, shall expressly assume, by an indenture supplemental hereto,

executed and delivered to the Trustee, the due and punctual payment of the principal of and any premium and interest on all the Notes

and the performance or observance of every covenant of the Indenture on the part of the Company to be performed or observed;”

ARTICLE

Five

DEFEASANCE

Section 5.1.

Defeasance Applicable to the Notes. Pursuant to Section 301(xviii) and Section 1301 of the Base Indenture, provision is

hereby made for both (i) defeasance of the Notes under Section 1302 of the Base Indenture and (ii) covenant defeasance of the Notes under

Section 1303 of the Base Indenture, in each case, upon the terms and conditions contained in Article Thirteen of the Base Indenture.

ARTICLE

Six

MISCELLANEOUS

Section 6.1.

Application of Supplemental Indenture. Each and every term and condition contained in this Supplemental Indenture that modifies,

amends or supplements the terms and conditions of the Base Indenture shall apply only to the Notes created hereby and not to any future

series of Securities established under the Base Indenture.

Section 6.2.

Benefits of this Supplemental Indenture. Nothing contained in this Supplemental Indenture or in the Notes, express or implied,

shall give to any Person, other than the parties to the Indenture, any Security Registrar, any Paying Agent, any Authenticating Agent

and their successors under the Indenture (and, with respect to Article Fifteen of the Base Indenture, the holders of Senior Debt), and

the Holders, any benefit or any legal or equitable right, remedy or claim under the Base Indenture or this Supplemental Indenture.

Section 6.3.

Modification of the Base Indenture. Except as expressly provided by this Supplemental Indenture, the provisions of the Base

Indenture shall govern the terms and conditions of the Notes.

Section 6.4.

Effective Date. This Supplemental Indenture shall be effective as of the date first above written and upon the execution

and delivery hereof by each of the parties hereto.

Section 6.5.

Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall

be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. The exchange of copies

of this Supplemental Indenture and of signature pages transmitted by electronic signature (e.g., “.pdf” or “.tif”

or DocuSign or other electronic signature platform) or facsimile signature shall constitute effective execution and delivery of this Supplemental

Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the

parties hereto transmitted by electronic signature (i.e., “.pdf” or “.tif” or DocuSign or other electronic signature

platform) or facsimile signature shall be deemed to be their original signatures for all purposes provided that, notwithstanding anything

herein to the contrary, the Trustee 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 such Trustee.

Section 6.6.

Successors and Assigns. All covenants and agreements in the Indenture, as supplemented and amended by this Supplemental

Indenture, by the Company will bind its successors and assigns, whether so expressed or not.

Section 6.7.

Effect of Headings. The Article and Section headings in this Supplemental Indenture are for convenience only and shall not

affect the construction hereof.

Section 6.8.

Separability Clause. In case any provision in this Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable,

the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 6.9.

Satisfaction and Discharge of Indenture. The Company shall be deemed to have satisfied all of its obligations under this

Supplemental Indenture upon compliance with the provisions of Section 1302 of the Indenture relating to defeasance of the Notes, to the

extent set forth in Section 1301.

Section 6.10.

Ratification of the Base Indenture. The Base Indenture as supplemented by this Supplemental Indenture, is in all respects

ratified and confirmed, and this Supplemental Indenture will be deemed part of the Indenture in the manner and to the extent herein and

therein provided. The Base Indenture and this Supplemental Indenture shall be read, taken and construed as one and the same instrument.

All provisions included in this Supplemental Indenture supersede any conflicting provisions included in the Base Indenture unless not

permitted by law. The Trustee accepts the trusts created by the Base Indenture, as supplemented by this Supplemental Indenture, and agrees

to perform the same upon the terms and conditions of the Base Indenture, as supplemented by this Supplemental Indenture.

Section 6.11.

Governing Law; Submission to Jurisdiction. This Supplemental Indenture and the Notes shall be governed by, and construed

in accordance with, the laws of the State of New York BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT

THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL

OBLIGATIONS LAW).

The parties hereby (i) irrevocably

submit to the non-exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan, the city of New York, (ii)

waive any objection to the laying of venue in any such action or proceeding in such courts, and (iii) waive any objection that such courts

are an inconvenient forum or do not have jurisdiction over any party.

Section 6.12.

Trustee Disclaimer. The Trustee accepts the amendments of the Base Indenture effected by this Supplemental Indenture, but

on the terms and conditions set forth in the Base Indenture, including the terms and provisions defining and limiting the liabilities

and responsibilities of the Trustee. Without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner

whatsoever for or with respect to (i) any of the recitals contained herein, all of which recitals are made solely by the Company, (ii)

the proper authorization hereof by the Company by action or otherwise, (iii) the due execution hereof by the Company or (iv) the consequences

of any amendment herein provided for.

IN WITNESS WHEREOF, the parties

hereto have caused this Supplemental Indenture to be duly executed by their respective officers hereunto duly authorized, all as of the

day and year first above written.

BURKE & HERBERT FINANCIAL SERVICES

CORP.

By:

/s/ Kirtan

Parikh

Name:

Kirtan Parikh

Title:

Executive Vice President, Chief Financial Officer

WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee

By:

/s/ Michael H. Wass

Name:

Michael H. Wass

Title:

Vice President

[Signature Page to First Supplemental Indenture]

EXHIBIT A

FORM OF FACE

OF 7.00% FIXED-TO-FLOATING

RATE SUBORDINATED NOTES DUE 2036

THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF EACH GLOBAL SECURITY:

THIS SECURITY IS AN UNSECURED

SUBORDINATED DEBT OBLIGATION OF BURKE & HERBERT FINANCIAL SERVICES CORP. THIS SECURITY IS NOT A DEPOSIT OR SAVINGS ACCOUNT AND IS

NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

THIS SECURITY IS A GLOBAL

SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.

THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART

MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED

IN THE INDENTURE.

A-1

BURKE & HERBERT FINANCIAL SERVICES CORP.

7.00% Fixed-to-Floating Rate Subordinated

Notes due 2036

No. [ ]

U.S.$[ ]

CUSIP NO. 12135YAA6

ISIN NO. US12135YAA64

BURKE & HERBERT FINANCIAL

SERVICES CORP., a corporation duly organized and existing under the laws of the Commonwealth of Virginia (herein called the “Company,”

which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ,

or registered assigns, the principal sum of $ U.S. Dollars on October 1, 2036 (such date is hereinafter referred to as the “Stated

Maturity Date”), unless redeemed prior to such date, and to pay interest thereon (i) from, and including, September 30, 2026, to,

but excluding, October 1, 2031, unless redeemed prior to such date, at a rate of 7.00% per annum, semi-annually in arrears on April 1

and October 1 of each year, commencing April 1, 2027 (each such date, a “Fixed Rate Interest Payment Date,” with the period

from, and including, September 30, 2026 to, but excluding, the first Fixed Rate Interest Payment Date and each successive period from,

and including, a Fixed Rate Interest Payment Date to, but excluding, the next Fixed Rate Interest Payment Date being a “Fixed Rate

Period”) and (ii) from, and including, October 1, 2031 to, but excluding, the Stated Maturity Date, unless redeemed subsequent to

October 1, 2031 but prior to the Stated Maturity Date, at a rate equal to Three-Month Term SOFR, reset quarterly, plus 222 basis points,

or such other rate as determined pursuant to the Supplemental Indenture, payable quarterly in arrears on January 1, April 1, July 1 and

October 1 of each year through the Stated Maturity Date or earlier Redemption Date (each, a “Floating Rate Interest Payment

Date” and, together with the Fixed Rate Interest Payment Dates, the “Interest Payment Dates,” with the period from,

and including, October 1, 2031 to, but excluding, the first Floating Rate Interest Payment Date and each successive period from, and including

a Floating Rate Interest Payment Date to, but excluding, the next Floating Rate Interest Payment Date being a “Floating Rate Period”).

The amount of interest payable on any Fixed Rate Interest Payment Date during the Fixed Rate Period will be computed on the basis of a

360-day year consisting of twelve 30-day months up to, but excluding October 1, 2031, and, the amount of interest payable on any Floating

Rate Interest Payment Date during the Floating Rate Period will be computed on the basis of a 360-day year and the number of days actually

elapsed. In the event that any scheduled Interest Payment Date or the Maturity Date for this Security falls on a day that is not a Business

Day, then payment of interest payable on such Interest Payment Date will be paid on the next succeeding day which is a Business Day (any

payment made on such date will be treated as being made on the date that the payment was first due and no interest on such payment will

accrue for the period from and after such scheduled Interest Payment Date); provided, that in the event that any scheduled Floating Rate

Interest Payment Date falls on a day that is not a Business Day and the next succeeding Business Day falls in the next succeeding calendar

month, such Floating Rate Interest Payment Date will be accelerated to the immediately preceding Business Day, and, in each such case,

the amounts payable on such Business Day will include interest accrued to, but excluding, such Business Day. All percentages used in or

resulting from any calculation of Three-Month Term SOFR shall be rounded, if necessary, to the nearest one hundred-thousandth of a percentage

point, with 0.000005% rounded up to 0.00001%.

A-2

The interest so payable, and

punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose

name this Security (or one or more Predecessor Securities) is registered at the close of business on the fifteenth day (whether or not

a Business Day) immediately preceding the applicable Interest Payment Date. Any such interest not so punctually paid or duly provided

for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this

Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such

Defaulted Interest to be fixed by the Company, notice whereof shall be given to Holders of Securities of this series not less than 10

days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any

securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all

as more fully provided in said Indenture.

Payment of the principal of

(and premium, if any) and interest on this Security will be made at the corporate trust office of the Trustee or at the office of any

paying agent that the Company may designate, in such coin or currency of the United States of America as at the time of payment is legal

tender for payment of public and private debts.

Reference is hereby made to

the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same

effect as if set forth at this place.

Unless the certificate of

authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not

be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company

has caused this instrument to be duly executed.

[Signature Page Follows]

A-3

BURKE & HERBERT FINANCIAL SERVICES

CORP.

Dated: __________________________________

By:

Name:

Title:

(Trustee’s Certificate of Authentication)

This is one of the Securities of the series designated therein referred

to in the within-mentioned Indenture.

WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee

Dated: __________________________________

By:

Authorized Officer

A-4

[FORM OF REVERSE

SIDE OF THE NOTE]

This Security is one of a

duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more

series under an Indenture, dated as of September 30, 2026, as supplemented by a Supplemental Indenture dated as of September 30, 2026

(herein collectively called the “Indenture,” which term shall have the meaning assigned to it in such instrument), between

the Company and Wilmington Trust, National Association, as Trustee (herein called the “Trustee,” which term includes any successor

trustee under the Indenture), and reference is hereby made to the Indenture (as amended from time to time) for a statement of the respective

rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Debt and the Holders

of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of

the series designated on the face hereof.

The indebtedness evidenced

by this Security is, to the extent provided in the Indenture, subordinate and subject in right of payment to the prior payment in full

of all Senior Debt, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security,

by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf

to take such actions as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee as his

or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, waives all notice of the acceptance

of the subordination provisions contained herein and in the Indenture by each holder of Senior Debt, whether now outstanding or hereafter

created, incurred, assumed or guaranteed, and waives reliance by each such holder upon said provisions.

The Indenture contains provisions

for defeasance at any time of certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance

with certain conditions set forth in the Indenture.

If an Event of Default with

respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due

and payable in the manner and with the effect provided in the Indenture.

The Company may, at its option,

redeem the Securities, in whole or in part, at a redemption price equal to 100% of the principal amount of the Securities to be redeemed,

plus accrued and unpaid interest (the “Redemption Price”) to, but excluding, the date of redemption (the “Redemption

Date”), on any Interest Payment Date on or after October 1, 2031. The Company may also, at its option, redeem the Securities before

the Stated Maturity Date, in whole, but not in part, at any time, upon the occurrence of a Tier 2 Capital Event, a Tax Event or if the

Company is required to register as an investment company pursuant to the Investment Company Act of 1940, as amended. Any such redemption

will be at a redemption price equal to the Redemption Price to, but excluding, the Redemption Date fixed by the Company.

Notwithstanding any of the

foregoing, to the extent then required under or pursuant to applicable regulations of the Federal Reserve (or, as and if applicable, the

rules of any appropriate successor bank regulatory agency), this Security may not be repaid prior to the Stated Maturity Date without

the prior written consent of the Federal Reserve (or, as and if applicable, the rules of any appropriate successor bank regulatory agency).

In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed

portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. The provisions of Article Eleven of the Base

Indenture and Section 2.5 of this Supplemental Indenture shall apply to the redemption of any Securities by the Company.

A-5

In the event that any payment

on the Securities is subject to withholding of any U.S. federal income tax or other tax or assessment (as a result of a change in law

or otherwise), the Company will not pay additional amounts with respect to such tax or assessment.

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 Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with

the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected.

The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series

at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions

of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this

Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon

the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made

upon this Security.

As provided in and subject

to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the

Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously

given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less

than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to

institute proceedings in respect of such Event of Default and offered the Trustee indemnity satisfactory to it, and the Trustee shall

not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction

inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request

and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any

payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

No reference herein to the

Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute

and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin

or currency, herein prescribed.

As provided in the Indenture

and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender

of this Security for registration of transfer at the office or agency of the Company maintained under Section 1002 of the Indenture for

such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security

Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of

this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated

transferee or transferees.

A-6

The Securities of this series

are issuable only in registered form without coupons in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.

As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like

aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the

Holder surrendering the same.

No service charge shall be

made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other

governmental charge payable in connection therewith.

Prior to due presentment of

this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person

in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the

Company, the Trustee nor any such agent shall be affected by notice to the contrary.

This Security shall be governed

by and construed in accordance with the laws of the State of New York.

All terms used in this Security

which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

A-7

ASSIGNMENT FORM

If you want to assign this Note, fill in the form below and have your

signature guaranteed. I or we assign and transfer this Note to:

(Print or type name, address and zip code and social security or tax

ID number of assignee)

and irrevocably appoint _____________________________________ agent

to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Date:

Signed:

(Sign exactly as your name appears on the other side of this Note)

Signature Guarantee:

Note: Signatures must be guaranteed by an “eligible guarantor

institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security

Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by

the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act, as amended.

A-8

SCHEDULE OF INCREASES

OR DECREASES IN GLOBAL SECURITY

The following increases or

decreases in this Global Security have been made:

Date

Amount of decrease

in principal amount

of this Global

Security

Amount of increase

in principal amount

of this Global

Security

Principal amount

of this Global

Security following

such decrease or

increase

Signature of

authorized signatory

of Trustee or

Custodian

A-9

EX-5.1 — EXHIBIT 5.1

EX-5.1

Filename: tm2625875d4_ex5-1.htm · Sequence: 5

Troutman Pepper Locke LLP

401 9th Street, N.W., Suite 1000

Washington, D.C. 20004

troutman.com

Exhibit 5.1

September 30, 2026

Burke & Herbert Financial Services Corp.

100 S. Fairfax Street

Alexandria, Virginia 22314

Ladies and Gentlemen:

We have acted as counsel to

Burke & Herbert Financial Services Corp., a Virginia corporation (the “Company”), in connection with the

issuance and sale to the Underwriter (as defined below) of $100,000,000 in aggregate principal amount of the Company’s 7.00% Fixed-to-Floating

Rate Subordinated Notes due 2036 (the “Notes”) pursuant to the terms of an Underwriting Agreement, dated

September 28, 2026 (the “Underwriting Agreement”), by and between the Company and Keefe, Bruyette &

Woods, Inc. (the “Underwriter”), as the sole underwriter. The Notes will be issued pursuant to the Indenture

dated as of September 30, 2026 (the “Base Indenture”), between the Company and Wilmington Trust, National

Association, a national banking association duly organized and existing under the laws of the United States, as trustee (the “Trustee”),

as supplemented by the First Supplemental Indenture dated as of September 30, 2026, between the Company and the Trustee (the “First

Supplemental Indenture” and together with the Base Indenture, the “Indenture”).

This opinion is being furnished

in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K promulgated under the Securities Act of 1933, as amended (the

“Securities Act”).

In connection with our representation

of the Company, and as a basis for the opinions hereinafter set forth, we have examined originals, or copies certified or otherwise identified

to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):

The Registration Statement on Form S-3 (Registration No. 333-283261) (the “Registration Statement”), including

the (i) Prospectus dated December 11, 2024 therein, (ii) the Preliminary Prospectus Supplement, dated September 28, 2026, related to the

offer and sale of the Notes (the “Preliminary Prospectus Supplement”) and (iii) the Final Prospectus Supplement,

dated September 28, 2026, related to the offer and sale of the Notes (the “Final Prospectus Supplement”);

Burke & Herbert Financial Services Corp.

September 30, 2026

Page 2

The Articles of Incorporation of the Company, as amended and supplemented through the date hereof (the “Articles of Incorporation”),

certified as of a recent date by the State Corporation Commission of the Commonwealth of Virginia (the “SCC”);

The Amended and Restated Bylaws of the Company, as amended through the date hereof, certified as of a recent date by an officer of the

Company;

A certificate of the SCC as to the good standing of the Company, dated as of a recent date;

Resolutions adopted by the Board of Directors of the Company and the Pricing Committee of the Board of Directors of the Company, relating

to the offer and sale of the Notes (the “Resolutions”), certified by an officer of the Company as being complete,

accurate and in effect;

The Underwriting Agreement;

The Indenture;

The form of global note certificate evidencing the Notes; and

Such other documents, records, instruments, and matters as we have deemed necessary or appropriate to express the opinion set forth below,

subject to the assumptions, limitations and qualifications stated herein.

In expressing the opinions

set forth below, we have assumed the following:

Each individual executing or delivering any of the Documents, whether on behalf of such individual or another person, is legally competent

to do so;

Each individual executing or delivering any of the Documents on behalf of a party (other than the Company) is duly authorized to do so;

All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do

not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents

submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All

public records reviewed or relied upon by us or on our behalf are true and complete. All statements and information contained in the Documents

are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver

of any provision of any of the Documents, by action or conduct of the parties or otherwise; and

Burke & Herbert Financial Services Corp.

September 30, 2026

Page 3

Based on the foregoing and

in reliance thereon, and subject to the limitations, qualifications, assumptions, exceptions and other matters set forth herein, we are

of the opinion that when the Notes have been duly authenticated by the Trustee and duly executed and delivered on behalf of the Company

as contemplated by the Indenture and upon receipt by the Company of the consideration to be paid therefor pursuant to the Underwriting

Agreement, the Notes will be legally issued and will constitute valid and binding obligations of the Company enforceable against the Company

in accordance with their terms.

Our opinion set forth above

is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and transfer, moratorium or other laws now or hereafter

in effect relating to or affecting the rights or remedies of creditors generally and by general principles of equity (whether applied

in a proceeding at law or in equity) including, without limitation, standards of materiality, good faith and reasonableness in the interpretation

and enforcement of contracts, and the application of such principles to limit the availability of equitable remedies such as specific

performance.

The foregoing opinion is limited

to the substantive laws of the Commonwealth of Virginia and the State of New York, and we do not express any opinion herein concerning

any other law. We express no opinion as to compliance with any federal or state securities laws, including the securities laws of the

Commonwealth of Virginia and the State of New York, or as to federal or state laws regarding fraudulent transfers. We assume no obligation

to supplement this opinion letter if any applicable law changes after the date hereof or if we become aware of any fact that might change

the opinion expressed herein after the date hereof.

No opinion is rendered as

to matters not specifically referred to herein and under no circumstances are you to infer from anything stated or not stated herein any

opinion with respect to which such reference is not made.

This opinion is being furnished

to you for your submission to the Commission as an exhibit to a current report on Form 8-K (the “8-K”), to be

filed by the Company with the Commission on or about the date hereof, and its incorporation by reference into the Registration Statement.

We hereby consent to the filing of this opinion as an exhibit to the 8-K and to the use of the name of our firm therein and under the

section “Legal Matters” in the Preliminary Prospectus Supplement and Final Prospectus Supplement. In giving

this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act.

Very truly yours,

/s/ Troutman Pepper Locke LLP

TROUTMAN PEPPER LOCKE LLP

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2625875d4_ex99-1.htm · Sequence: 6

Exhibit 99.1

Burke & Herbert Financial Services

Corp. Prices $100.0 Million Subordinated Notes Offering

For Immediate Release

September 28, 2026

ALEXANDRIA, Va., Sept. 28, 2026 (GLOBE NEWSWIRE)

-- Burke & Herbert Financial Services Corp. (the “Company”) (Nasdaq: BHRB), the holding company for Burke &

Herbert Bank & Trust Company (the “Bank”), today announced the pricing of its public offering of $100.0 million aggregate

principal amount of its 7.00% Fixed-to-Floating Rate Subordinated Notes due 2036 (the “Notes”). The price to the public for

the Notes is 100% of the principal amount of the Notes. The Notes will mature on October 1, 2036. Interest on the Notes initially

will accrue at a rate equal to 7.00% per annum from and including September 30, 2026 to, but excluding, October 1, 2031, payable

semiannually in arrears. From and including October 1, 2031 to, but excluding, October 1, 2036, or the earlier redemption date,

interest will accrue at a floating rate per annum equal to the Three-Month Term SOFR, or other applicable Benchmark rate (as defined in

the Notes), plus a spread of 222 basis points, payable quarterly in arrears. The Notes are intended to qualify as Tier 2 capital for regulatory

purposes.

The offering is expected to close on September 30,

2026, subject to the satisfaction of customary closing conditions.

Beginning with the interest payment date of October 1,

2031 and on any interest payment date thereafter, the Company may, at its option, redeem the Notes, in whole or in part, at a redemption

price equal to 100.00% of par, plus accrued and unpaid interest to but excluding the date of redemption. The Company may also redeem the

Notes, in whole but not in part, at any time, including prior to October 1, 2031, upon the occurrence of certain specified events.

Keefe, Bruyette & Woods, A Stifel Company,

acted as the sole book-running manager for the Notes offering.

The Company intends to use the net proceeds from

this offering, plus cash on hand: (i) to repay $4.5 million aggregate principal amount of its outstanding 6.875% Subordinated Note,

which matures on April 1, 2028 (the “2028 Note”); $18.1 million aggregate principal amount of its outstanding 6.00% Fixed-to-Floating

Rate Subordinated Notes, which currently bear interest at the Three-Month Term SOFR plus 590 basis points and mature on July 1, 2030

(the “July 2030 Notes”); and $20.0 million aggregate principal amount of its outstanding 5.00% Fixed-to-Floating Rate

Subordinated Notes, which currently bear interest at the Three-Month Term SOFR plus 475 basis points and mature on October 1, 2030

plus, in each case, accrued and unpaid interest; (ii) to potentially repay all or part of its outstanding $75.0 million aggregate

principal amount of 3.25% Fixed-to-Floating Rate Subordinated Notes, which currently bear interest at the fixed rate of 3.25% per year

and mature on December 1, 2031, plus accrued and unpaid interest; (iii) to potentially redeem all or part of its outstanding

$15.0 million aggregate liquidation preference of 2021 Preferred Stock, which has dividends payable in arrears, when, as and if authorized

and declared by the board of directors of the Company out of legally available funds, on a non-cumulative basis at the $10,000 per share

purchase price, at an annual rate equal to 6.00%; and (iv) for general corporate purposes, including providing capital to the Bank

to support its growth. A conditional notice of redemption was delivered to the holders of the Company’s July 2030 Notes with

respect to the redemption of all of the outstanding principal amount of such notes. The redemption of the Company’s July 2030

Notes is contingent on this offering of the Notes and the amount of proceeds resulting from this offering. A notice of prepayment was

delivered to the holder of the 2028 Note but is not contingent on this offering of the Notes.

The offering of the Notes is being made by means

of a prospectus supplement and an accompanying base prospectus. The Company previously filed with the U.S. Securities and Exchange Commission

(the “SEC”) a registration statement (File No. 333-283261) and has filed a preliminary prospectus supplement to the base

prospectus contained in the registration statement for the Notes to which this communication relates. The Company will file a final prospectus

supplement relating to the Notes. Prospective investors should read the base prospectus contained in the registration statement, the preliminary

prospectus supplement, the final prospectus supplement and the other documents the Company has filed or will file with the SEC for more

complete information about the Company and the Notes offering.

Copies of these documents, when available, can

be obtained for free by visiting EDGAR on the SEC’s website at www.sec.gov, or by contacting Keefe, Bruyette & Woods, Inc.,

toll-free at (800) 966-1559 or by emailing USCapitalMarkets@kbw.com.

No Offer or Sale

This press release shall not constitute an offer

to sell or the solicitation of an offer to buy the Notes, nor shall there be any sale of the Notes in any state or jurisdiction in which

such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state

or jurisdiction. Any offering of the Notes is being made only by means of a written prospectus meeting the requirements of Section 10

of the Securities Act of 1933, as amended. The Notes being offered have not been approved or disapproved by any regulatory authority,

nor has any such authority passed upon the accuracy or adequacy of the registration statement, the base prospectus contained in the registration

statement, the preliminary prospectus supplement or the final prospectus supplement relating thereto.

About Burke & Herbert

Burke & Herbert Financial Services Corp.

is the financial holding company for Burke & Herbert Bank & Trust Company. Burke & Herbert Bank &

Trust Company is the oldest continuously operating bank under its original name headquartered in the greater Washington, D.C. metropolitan

area. With over 100 branches across Delaware, Kentucky, Maryland, Pennsylvania, Virginia, and West Virginia, Burke & Herbert

Bank & Trust Company offers a full range of business and personal financial solutions designed to meet customers’ banking,

borrowing, and investment needs. Learn more at investor.burkeandherbertbank.com.

Forward-Looking Statements

This press release includes “forward-looking

statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of

1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including with respect to (or based on) the

beliefs, goals, intentions, and expectations of Burke & Herbert. Forward–looking statements are typically identified by

such words as “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,”

“forecast,” “project,” “will,” “should,” and other similar words and expressions, and

are subject to numerous assumptions, risks, and uncertainties, which change over time. Additionally, forward-looking statements speak

only as of the date they are made; Burke & Herbert does not assume any duty, and does not undertake, to update such forward-looking

statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise.

Furthermore, because forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ,

possibly materially, from those indicated in or implied by such forward-looking statements as a result of a variety of factors, many of

which are beyond the control of Burke & Herbert. Such statements are based upon the current beliefs and expectations of the management

of Burke & Herbert and are subject to significant risks and uncertainties outside of its control. Caution should be exercised

against placing undue reliance on forward-looking statements.

Potential risks and uncertainties include, but

are not limited to, the Company’s ability to complete the offering and to deploy the net proceeds of the offering as the Company

currently expects. The Company cautions readers that the foregoing list of factors is not exclusive, is not necessarily in order of importance

and readers should not place undue reliance on any forward-looking statements. Further, any forward-looking statement speaks only as of

the date on which it is made, and the Company does not intend to and, except as required by applicable law, disclaims any obligation to

update or revise any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to

reflect the occurrence of unanticipated events, unless required to do so under applicable securities laws.

Media Contact: Investor Relations 703-666-3555 bhfsir@burkeandherbertbank.com

GRAPHIC

Filename: tm2625875d4_ex5x1x01.jpg · Sequence: 10

Binary file (8512 bytes)

Download tm2625875d4_ex5x1x01.jpg

GRAPHIC

Filename: tm2625875d4_ex99-1img001.jpg · Sequence: 11

Binary file (5982 bytes)

Download tm2625875d4_ex99-1img001.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 13

v3.26.3

Cover

Sep. 28, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Sep. 28, 2026

Entity File Number

001-41633

Entity Registrant Name

Burke & Herbert Financial Services Corp.

Entity Central Index Key

0001964333

Entity Tax Identification Number

92-0289417

Entity Incorporation, State or Country Code

Entity Address, Address Line One

100 S. Fairfax Street

Entity Address, City or Town

Alexandria

Entity Address, State or Province

Entity Address, Postal Zip Code

22314

City Area Code

703

Local Phone Number

666-3555

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common

Stock, par value $0.50

Trading Symbol

BHRB

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration