Form 8-K

8-K — ENTERPRISE FINANCIAL SERVICES CORP

Accession: 0001104659-26-075113

Filed: 2026-06-17

Period: 2026-06-12

CIK: 0001025835

SIC: 6022 (STATE COMMERCIAL BANKS)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Financial Statements and Exhibits

Documents

8-K — tm2618148d1_8k.htm (Primary)

EX-1.1 — EXHIBIT 1.1 (tm2618148d1_ex1-1.htm)

EX-4.1 — EXHIBIT 4.1 (tm2618148d1_ex4-1.htm)

EX-4.2 — EXHIBIT 4.2 (tm2618148d1_ex4-2.htm)

EX-5.1 — EXHIBIT 5.1 (tm2618148d1_ex5-1.htm)

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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

Date of Report (Date of earliest event reported)

June 17, 2026 (June

12, 2026)

ENTERPRISE FINANCIAL SERVICES CORP

(Exact name of registrant as specified in its

charter)

Delaware

001-15373

43-1706259

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

150

N. Meramec Avenue, St.

Louis, Missouri

63105

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code

(314) 725-5500

Not applicable

(Former name or former address, if changed since

last report)

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 $0.01 per share

EFSC

Nasdaq Global Select Market

Depositary Shares, Each Representing a 1/40th Interest in a Share of 5.00% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series

EFSCP

Nasdaq Global Select Market

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.

On June 17, 2026, Enterprise Financial Services Corp (the “Company”)

completed the issuance and sale (the “Offering”) of $175,000,000 aggregate principal amount of its 6.25% Fixed-to-Floating Rate

Subordinated Notes due 2036 (the “Notes”). The Offering was completed pursuant to the Company’s Registration Statement

on Form S-3 (File No. 333-294014) (including a base prospectus) filed with the Securities and Exchange Commission

(the “SEC”) on March 4, 2026, as supplemented by the prospectus supplement dated June 12, 2026, and filed with the

SEC on June 16, 2026.

In connection with the Offering, the Company entered into an Underwriting

Agreement, dated June 12, 2026 (the “Underwriting Agreement”), with Keefe, Bruyette & Woods, Inc. and Raymond

James & Associates, Inc., as representatives of the several underwriters listed on Schedule A attached thereto. The Notes

were sold at an underwriting discount of 1.25%, resulting in net proceeds to the Company of approximately $172.8 million before deducting

expenses of the Offering. The Company intends to use the net proceeds from the Offering for general corporate purposes, which may include

repayment or redemption of outstanding indebtedness, the payment of dividends, providing capital to support its organic growth or growth

through strategic acquisitions, capital expenditures, financing investments, repurchasing shares of its common stock, and for investments

in the Company’s wholly-owned subsidiary, Enterprise Bank & Trust (the “Bank”), as regulatory capital. The

Underwriting Agreement contains customary representations, warranties and covenants and includes the terms and conditions for the sale

of the Notes in the Offering, indemnification and contribution obligations and other terms and conditions customary in agreements of this

type.

The Notes were issued under the Subordinated Indenture, dated as of

June 17, 2026 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of June 17,

2026 (the “First Supplemental Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee.

From and including the date of issuance to, but excluding, July 1,

2031, or earlier redemption date, the Notes will bear interest at an initial fixed rate of 6.25% per annum, payable semi-annually in arrears

on January 1 and July 1 of each year, commencing on January 1, 2027. From and including July 1, 2031 to, but excluding

the maturity date, July 1, 2036, or earlier redemption date, the Notes will bear interest at a floating rate per annum equal to a

benchmark rate, which is expected to be Three-Month Term SOFR (as defined in the First Supplemental Indenture), plus 232 basis points,

payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year, commencing on October 1,

2031. Notwithstanding the foregoing, if the benchmark rate is less than zero, then the benchmark rate shall be deemed to be zero.

The Company may, at its option, redeem the Notes (i) in whole

or in part beginning on the interest payment date of July 1, 2031, and on any interest payment date thereafter or (ii) in whole

but not in part upon the occurrence of a “Tax Event,” a “Tier 2 Capital Event” or the Company becoming required

to register as an investment company pursuant to the Investment Company Act of 1940, as amended. The redemption price for any redemption

is 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon to, but excluding, the date of redemption. Any

redemption of the Notes will be subject to the receipt of the approval of the Board of Governors of the Federal Reserve System to the

extent then required under applicable laws or regulations, including capital regulations.

There is no sinking fund for the Notes. The Notes rank junior

to all of the Company’s existing and future senior indebtedness. In addition, the Notes are effectively subordinated to any secured

indebtedness of the Company to the extent of the value of the assets securing such indebtedness. The Notes are structurally subordinated

to all of the existing and future liabilities and obligations of the Company’s subsidiaries, including the deposit liabilities and

claims of other creditors of the Bank. The Notes are equal in right of payment with any of the Company’s existing and future subordinated

indebtedness. The Notes are the obligations of the Company only and are not obligations of, and are not guaranteed by, any of the Company’s

subsidiaries.

The foregoing descriptions of the Underwriting Agreement and the Notes

do not purport to be complete and are subject to, and qualified in their entirety by, the full text of (i) the Underwriting Agreement,

(ii) the Base Indenture, (iii) the First Supplemental Indenture and (iv) the form of Note, copies of 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.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation

under an Off-Balance Sheet Arrangement of a Registrant.

The information in Item 1.01 above is incorporated by reference into

this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

1.1

Underwriting

Agreement, dated as of June 12, 2026, by and among Enterprise Financial Services Corp, and Keefe, Bruyette &

Woods, Inc. and Raymond James & Associates, Inc., as representatives of the several underwriters listed on

Schedule A attached thereto

4.1

Subordinated Indenture, dated as of June 17, 2026, between Enterprise Financial Services Corp and U.S. Bank Trust Company, National Association, as trustee

4.2

First Supplemental Indenture, dated as of June 17, 2026, between Enterprise Financial Services Corp and U.S. Bank Trust Company, National Association, as trustee

4.3

Form of 6.25% Fixed-to-Floating Rate Subordinated Note due 2036 (included in Exhibit 4.2 of this Current Report on Form 8-K)

5.1

Opinion of Holland & Knight LLP

23.1

Consent of Holland & Knight LLP (included in Exhibit 5.1 of this Current Report on Form 8-K)

104

The cover page of this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ENTERPRISE FINANCIAL SERVICES

CORP

Date: June 17, 2026

By:

/s/ Troy R. Dumlao

Troy R. Dumlao

Executive Vice President and Chief Accounting Officer

EX-1.1 — EXHIBIT 1.1

EX-1.1

Filename: tm2618148d1_ex1-1.htm · Sequence: 2

Exhibit 1.1

$175,000,000

6.25% Fixed-to-Floating Rate Subordinated Notes due 2036

ENTERPRISE

FINANCIAL SERVICES CORP

UNDERWRITING

AGREEMENT

June 12, 2026

KEEFE, BRUYETTE & WOODS, INC.

787 Seventh Avenue, 4th Floor

New York, New York 10019

Raymond James &

Associates, Inc.

880 Carillon Parkway, Tower 3

St. Petersburg, Florida 33716

As representatives of the

several Underwriters listed in Schedule A hereto

Ladies and Gentlemen:

Enterprise

Financial Services Corp, a Delaware corporation (the "Company"), proposes to issue and sell to the several underwriters

named in Schedule A hereto (the "Underwriters") pursuant to the terms set forth herein (this "Agreement")

$175,000,000 aggregate principal amount of the Company’s 6.25% Fixed-to-Floating Rate Subordinated Notes due 2036 (the “Securities”).

The Securities will be issued pursuant to a Subordinated Indenture, to be dated as of the Closing Time (as defined below) (the “Base

Indenture”), between the Company and U.S. Bank Trust Company, National Association , as trustee (the “Trustee”),

as supplemented by a supplemental indenture thereto relating to the Securities, to be dated as of the Closing Time, between the Company

and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).

Keefe, Bruyette & Woods, Inc. ("KBW") and Raymond James & Associates, Inc. have agreed to

act as representatives of the several Underwriters (in such capacity, the "Representatives") in connection with the offering

and sale of the Securities. In all dealing hereunder, the Representatives shall act on behalf of each of the Underwriters, and the parties

hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by

the Representatives.

This Agreement, the Indenture

and the Securities are hereinafter referred to collectively as the "Operative Documents." The transactions contemplated

under the Operative Documents are hereinafter referred to collectively as the "Transactions."

The

Company has prepared and filed with the United States Securities and Exchange Commission (the "Commission") an "automatic

shelf registration statement," as defined under Rule 405 ("Rule 405") under the Securities Act of 1933,

as amended (the "Securities Act"), on Form S-3 (File No. 333-294014) covering the public offering and

sale of certain securities of the Company, including the Securities, under the Securities Act and the rules and regulations promulgated

thereunder (the "Securities Act Regulations"), which automatic shelf registration statement became effective upon filing

with the Commission under Rule 462(e) of the Securities Act Regulations ("Rule 462(e)"). 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, the documents incorporated or deemed to be incorporated by reference therein at such

time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such

time pursuant to Rule 430B of the Securities Act Regulations ("Rule 430B"), is referred to herein as the "Registration

Statement"; provided, that the "Registration Statement" without reference to a time means such registration statement

as amended by any post-effective amendment thereto as of the time of the first contract of sale for the Securities, which time shall be

considered the "new effective date" of the Registration Statement with respect to the Securities within the meaning of Rule 430B(f)(2),

including the exhibits and schedules thereto as of such time, the documents incorporated or deemed to be incorporated by reference therein

at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as

of such time pursuant to Rule 430B. Each preliminary prospectus supplement and the base prospectus used in connection with the offering

of the Securities, including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3

under the Securities Act immediately prior to the Applicable Time (as defined below), are collectively referred to herein as a "preliminary

prospectus." Promptly after execution and delivery of this Agreement, the Company will prepare and file a final prospectus supplement

relating to the Securities in accordance with the provisions of Rule 424(b) of the Securities Act Regulations ("Rule 424(b)").

The final prospectus supplement and the base prospectus, in the form first furnished to the Underwriters 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 under the Securities Act 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, any preliminary

prospectus or the Prospectus or any amendment or supplement thereto 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 1:30 p.m., New York City time, on June 12, 2026, or such other time as agreed by the Company and the Representatives.

"Pricing

Disclosure Package" means each Issuer General Use Free Writing Prospectus and the most recent preliminary prospectus furnished

to the Underwriters for general distribution to investors prior to the Applicable Time, and the pricing information conveyed orally to

investors, and as set forth on Schedule B hereto, all considered together.

"Issuer

Free Writing Prospectus" means (a) the “Term Sheet” (as defined below) and (b) any "issuer free writing

prospectus," as defined in Rule 433 of 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 B hereto.

"Issuer

Limited Use Free Writing Prospectus" means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing

Prospectus.

"Term Sheet"

means a pricing term sheet substantially in the form of Schedule C hereto.

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, 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, 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, any preliminary prospectus or the Prospectus shall be deemed to

include the filing of any document under the Securities Exchange Act of 1934, as amended (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, such preliminary prospectus or the Prospectus, as the case may be, at or after the Applicable

Time.

SECTION 1.         Representations

and Warranties.

(a)           Representations

and Warranties by the Company. The Company hereby represents, warrants and covenants to the Underwriters, as of the date hereof, the

Applicable Time, the Closing Time (as defined below), and agrees with each Underwriter, as follows:

(i)            Compliance

with Registration Requirements. The Registration Statement has become effective under the Securities Act. The Company has complied,

to the Commission's satisfaction, with all requests of the Commission for additional or supplemental information, if any. No stop order

suspending the effectiveness of the Registration Statement is in effect and no proceedings for such purpose have been instituted or are

pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. At the time the Company's Annual Report

on Form 10-K for the year ended December 31, 2025 was filed with the Commission, or, if later, at the time the Registration

Statement was originally filed with the Commission, as well as at the time the Company or any person acting on its behalf (within the

meaning, for this clause only, of paragraph (c) of Rule 163 of the Securities Act Regulations ("Rule 163"))

made any offer relating to the Securities in reliance on the exemption of Rule 163 under the Securities Act, the Company was a "well-known

seasoned issuer" as defined in Rule 405. The Registration Statement is an "automatic shelf registration statement,"

as defined in Rule 405, and became effective on March 4, 2026. The Company has not received from the Commission any notice pursuant

to Rule 401(g)(2) of the Securities Act Regulations ("Rule 401(g)(2)") objecting to the Company's use

of the automatic shelf registration form. The Company meets the requirements for use of Form S-3 under the Securities Act. The documents

incorporated or deemed to be incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus,

at the time they were or hereafter are filed with the Commission, or became effective under the Exchange Act, as the case may be, complied

and will comply in all material respects with the requirements of the Exchange Act.

(ii)           Accurate

Disclosure. Each preliminary prospectus and the Prospectus when filed complied in all material respects with the Securities Act and,

if filed by electronic transmission pursuant to EDGAR, was identical (except as may be permitted by Regulation S-T under the Securities

Act) to the copy thereof delivered to the Underwriters for use in connection with the offer and sale of the Securities. Each of the Registration

Statement and any post-effective amendment thereto, at the time it became or becomes effective, complied and will comply in all material

respects with the Securities Act, the Securities Act Regulations, the Trust Indenture Act of 1939, as amended (the “Trust Indenture

Act”), and the rules and regulations promulgated under the Trust Indenture Act and did not and will not contain any 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. As of the Applicable Time, the Pricing 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 to make the statements therein, in the light of the circumstances

under which they were made, not misleading. The Prospectus, as of its date, 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 representations and warranties set forth in the three immediately preceding sentences

do not apply to statements in, or omissions from, the Registration Statement or any post-effective amendment thereto, or the Prospectus

or the Pricing Disclosure Package, or any amendments or supplements thereto, made in reliance upon and in conformity with written information

relating to the Underwriters furnished to the Company in writing by or on behalf of the Underwriters expressly for use therein, it being

understood and agreed that such information consists only of the information in the second and third sentences of the third paragraph,

the third and fourth sentences under the subheading “No Public Trading Markets” and the first and sixth sentences in the first

paragraph under the subheading “Stabilization” under the heading “Underwriting,” in each case, contained in the

Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the "Underwriter

Information"). There are no contracts or other documents required to be described in the Pricing Disclosure Package or the Prospectus

or to be filed as an exhibit to the Registration Statement which have not been described or filed as required.

(iii)          Free

Writing Prospectuses; Road Show. As of the determination date referenced in Rule 164(h) of the Securities Act Regulations,

the Company was not, is not and will not be (as applicable) an "ineligible issuer" in connection with the offering of the Securities

pursuant to Rules 164, 405 and 433 of the Securities Act Regulations. Each free writing prospectus that the Company is required to

file pursuant to Rule 433(d) has been, or will be, filed with the Commission in accordance with the requirements of the Securities

Act Regulations. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) or

that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements

of Rule 433, including timely filing with the Commission or retention where required and legending, and each such free writing prospectus,

as of its issue date and at all subsequent times through the completion of the public offer and sale of the Securities did not, does not

and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement,

the Prospectus or any preliminary prospectus and not superseded or modified. Except for the Issuer General Use Free Writing Prospectus,

if any, identified in Schedule B, and electronic road shows, if any, furnished to the Underwriters before first use, the Company has not

prepared, used or referred to, and will not, without the Underwriters' prior written consent, prepare, use or refer to, any free writing

prospectus. Each "road show" (as defined in Rule 433) relating to the offering of the Securities contemplated hereby that

is a "written communication" (as defined in Rule 405), when considered together with the Pricing Disclosure Package, did

not, as of the Applicable Time, contain any untrue statement of a material fact or omit to state a material fact necessary to make the

statements therein, in the light of the circumstances under which they were made, not misleading.

(iv)         Distribution

of Offering Material by the Company. Prior to the completion of the Underwriters' distribution of the Securities, the Company has

not distributed and will not distribute any offering material in connection with the offering and sale of the Securities other than the

Registration Statement, the Pricing Disclosure Package, the Prospectus or any free writing prospectus reviewed, consented to by the Underwriters

and identified in Schedule B hereto.

(v)           The

Underwriting Agreement. This Agreement has been duly authorized, executed and delivered by the Company and when duly executed by the

Underwriters, will constitute the valid and legally binding agreement of the Company, enforceable in accordance with its terms, subject

to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating

to, or affecting, the rights of creditors of corporations or commercial banks, including laws relating to conservatorship and receivership

of insured depository institutions, and to general equity principles, and except as rights to indemnity or contribution, including but

not limited to, indemnification provisions set forth in this Agreement, may be limited by federal or state securities law or the public

policy underlying such laws.

(vi)          Authorization,

Validity and Enforceability of Indenture and Securities. The Indenture will be duly authorized, executed and delivered by the Company

and, assuming the due authorization, execution and delivery of the Indenture by the Trustee, 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 (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws now or hereafter

in effect relating to creditors’ rights generally and (b) general principles of equity (regardless of whether enforceability

is considered in a proceeding at law or in equity). The Indenture has been, and at the Closing Time will be, duly qualified under the

Trust Indenture Act. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale

to the Underwriters pursuant to this Agreement and, at the Closing Time, will have been duly executed by the Company, and when authenticated

and delivered by the Trustee in the manner provided for in the Indenture, and issued and delivered by the Company pursuant to this Agreement

against payment of the consideration set forth herein, 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 (a) bankruptcy, insolvency,

reorganization, moratorium, fraudulent transfer or other similar laws now or hereafter in effect relating to creditors’ rights generally

and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The

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

contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus conforms in all material respects to the Indenture.

(vii)         [Reserved].

(viii)        No

Applicable Registration or Other Similar Rights. There are no persons with registration or other similar rights to have any equity

or debt securities registered for sale under the Registration Statement or included in the offering contemplated by this Agreement.

(ix)          No

Material Adverse Change. Except as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus,

subsequent to the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and

the Prospectus: (i) there has been no material adverse change, or any development that would reasonably be expected to result in

a material adverse change, (A) in the condition, financial or otherwise, or in the earnings, business, properties, shareholders'

equity, consolidated results of operations, or prospects, whether or not arising from transactions in the ordinary course of business,

of the Company and its subsidiaries, considered as one entity, 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) being referred to herein as a "Material

Adverse Effect"); (ii) the Company and its subsidiaries, considered as one entity, have not incurred any material liability

or obligation, indirect, direct or contingent, including without limitation any losses or interference with its business from fire, explosion,

flood, earthquakes, accident or other calamity, whether or not covered by insurance, or from any strike, labor dispute or court or governmental

action, order or decree, that are material, individually or in the aggregate, to the Company and its subsidiaries, considered as one entity,

or has entered into any material transactions not in the ordinary course of business; and (iii) there has not been any material decrease

in the capital stock or any material increase in any long-term indebtedness of the Company or its subsidiaries and there has been no dividend

or distribution of any kind declared, paid or made by the Company (other than regular quarterly cash dividends consistent with past practice)

or, except for dividends paid to the Company or its subsidiaries by any of the Company's subsidiaries on any class of capital stock, or

any repurchase or redemption by the Company or any of its subsidiaries of any class of capital stock.

(x)           Independent

Accountants of the Company. Deloitte & Touche LLP (the "Accountant"), which has expressed its opinion with

respect to certain of the financial statements (which term as used in this Agreement includes the related notes thereto) of the Company

and its subsidiaries incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, is an

independent registered public accounting firm as required by the Securities Act, and the rules of the Public Company Accounting Oversight

Board. With respect to the Company, the Accountant is not and has not been in violation of the auditor independence requirements of the

Sarbanes-Oxley Act and the related rules and regulations of the Commission.

(xi)          Financial

Statements of the Company. The financial statements, together with the supporting schedules, if any, of the Company and its subsidiaries

incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus present fairly in all material

respects the consolidated financial position of the Company and its subsidiaries as of the dates indicated and the results of their operations,

changes in shareholders' equity and cash flows for the periods specified. Such financial statements have been prepared in conformity with

generally accepted accounting principles ("GAAP") as applied in the United States on a consistent basis throughout the

periods involved, except as may be expressly stated in the related notes thereto. The pro forma financial statements and related notes

thereto included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus present

fairly in all material respects the information shown therein, have been prepared in accordance with the Commission's rules and guidelines

with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used

in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances

referred to therein. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement

fairly presents in all material respects the information called for and has been prepared in accordance with the Commission's rules and

guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement,

the Pricing Disclosure Package or the Prospectus. The financial data set forth in each of the Registration Statement, the Pricing Disclosure

Package and the Prospectus under the caption "Capitalization" fairly present in all material respects the information set forth

therein on a basis consistent with that of the audited financial statements contained in the Registration Statement, the Pricing Disclosure

Package and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus, the Prospectus and any

free writing prospectus that constitute non-GAAP financial measures (as defined by the Securities Act Regulations and the Exchange Act

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

Act, as applicable.

(xii)         No

Undisclosed Off-Balance Sheet Arrangements. Except as described in each of the Registration Statement, the Pricing Disclosure Package

and the Prospectus, there are no material off-balance sheet transactions, arrangements, obligations (including contingent obligations)

or any other relationships with unconsolidated entities or other persons, which have a material current, or may have a material future,

effect on the Company's financial condition, results of operations, liquidity, capital expenditures, capital position or resources, or

significant components of revenues or expenses.

(xiii)        Company's

Accounting System. The Company and each of its subsidiaries make and keep accurate books and records and maintain a system of internal

accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management's

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

with GAAP as applied in the United States and to maintain accountability for assets; (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 existing

assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in eXtensible

Business Reporting Language incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus

fairly presents the information called for in all material respects and is prepared in accordance with the Commission's rules and

guidelines applicable thereto. 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) under the Exchange Act), that has been designed by, or under the supervision of,

its principal executive and financial officer, to provide reasonable assurance that (A) transactions are executed in accordance with

management's general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements

in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management's

general or specific authorization; and (D) the recorded accountability for assets is compared with existing assets at reasonable

intervals and appropriate action is taken with respect to any differences.

(xiv)        Disclosure

Controls and Procedures; Deficiencies in or Changes to Internal Control Over Financial Reporting. The Company has established and

maintains disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Exchange Act), which (i) are designed

to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company's principal

executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic

reports required under the Exchange Act are being prepared; (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) are effective in all material respects to perform the functions

for which they were established. The Company's internal control over financial reporting is effective. Since the end of the Company's

most recent audited fiscal year, there has been (A) no material weakness in the internal control over financial reporting (whether

or not remediated) of the Company or any of its subsidiaries of which the Company or the Company's Board of Directors is aware, (B) no

fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial

reporting of the Company or any of its subsidiaries, (C) no change in the Company's internal control over financial reporting that

has materially adversely affected, or is reasonably likely to materially adversely affect, the Company's internal control over financial

reporting, (D) no significant deficiencies in the design or operation of internal controls that could materially adversely affect

the ability of the Company or any subsidiary to record, process, summarize and report financial data, and (E) no material violation

of or failure to comply in all material respects with United States federal securities laws.

(xv)         Incorporation

and Good Standing of the Company. The Company has been duly incorporated and is validly existing as a corporation in good standing

under the laws of the jurisdiction of its incorporation, is 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 Bank Holding Company

Act of 1956, as amended, and has the corporate power and authority to own, lease and operate its properties and to conduct its business

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

under the Operative Documents. The Company is duly qualified as a foreign corporation 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 would not reasonably be expected, individually or in the aggregate,

to have a Material Adverse Effect.

(xvi)        Subsidiaries.

Each of the Company's "significant subsidiaries" (for purposes of this Agreement, as defined in Rule 405 under the Securities

Act), including Enterprise Bank & Trust (the "Bank"), has been duly incorporated or organized, as the case may

be, and is validly existing as a corporation, partnership, limited liability company, statutory trust or other entity, as applicable,

in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or

other) to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Pricing Disclosure

Package and the Prospectus. Each of the Company's significant subsidiaries is duly qualified as a foreign corporation, partnership, limited

liability company, statutory trust or other entity, as applicable, 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 would not reasonably be expected, individually or in the aggregate, to have a Material

Adverse Effect. All of the issued and outstanding capital stock or other equity or ownership interests of each of the Company's significant

subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company, directly or

through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does

not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21

to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (other than any corporations, associations

or other entities that, in the aggregate, do not constitute a "significant subsidiary" as defined in Rule 1-02 of Regulation

S-X). The activities of the Company’s subsidiaries are permitted of subsidiaries of a financial holding company under applicable

law and the rules and regulations of the Board of Governors of the Federal Reserve System ("Federal Reserve") set

forth in Title 12 of the Code of Federal Regulations.

(xvii)       Capitalization

and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration

Statement, the Pricing Disclosure Package and the Prospectus under the caption "Capitalization" (other than for subsequent issuances,

if any, pursuant to this Agreement or employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described

in the Registration Statement, the Pricing Disclosure Package and the Prospectus). All of the issued and outstanding shares of capital

stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance

with all federal and state securities laws.

(xviii)      Non-Contravention

of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its significant subsidiaries

is in violation of its charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable,

or is in default (or, with the giving of notice or lapse of time, would be in default) ("Default") under any indenture,

loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge

agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness)

to which the Company or any of its significant subsidiaries is a party or by which it or any of them may be bound, or to which any of

their respective properties or assets are subject (each, an "Existing Instrument"), except for such Defaults as would

not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The Company's execution, delivery and

performance of each of the Operative Documents and the consummation of the Transactions and the issuance and sale of the Securities (including

the use of proceeds from the sale of the Securities as described in the Registration Statement, the Pricing Disclosure Package and the

Prospectus under the caption "Use of Proceeds") (i) have been duly authorized by all necessary corporate action and will

not result in any violation of the provisions of the charter or by-laws, partnership agreement or operating agreement or similar organizational

documents, as applicable, of the Company or any significant subsidiary, (ii) will not conflict with or constitute a breach of, or

Default or a Debt Repayment Triggering 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 of its significant subsidiaries pursuant to, or require the consent of any

other party to, any Existing Instrument, and (iii) will not result in any violation of any law, administrative regulation or administrative

or court decree applicable to the Company or any of its significant subsidiaries, except in the case of clauses (ii) and (iii) such

as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. No consent, approval, authorization

or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for

the Company's execution, delivery and performance of each of the Operative Documents and consummation of the Transactions contemplated

hereby and by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except such as have been obtained or made

by the Company, or received from any Regulatory Agency (as defined below), and are in full force and effect under the Securities Act and

such as may be required under applicable state securities or blue sky laws or FINRA. As used herein, a "Debt Repayment Triggering

Event" means any event or condition which gives, or with the giving of notice or lapse of time would give, 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 of its significant subsidiaries.

(xix)         No

Acquisitions, Dispositions, or Transfers. Neither the Company nor any of its subsidiaries is a party to an agreement (whether or not

fully binding) obligating the Company or such subsidiary to an acquisition, disposition, or other business combination, or a transfer

or sale of the assets (as a going concern) or capital stock of the Company or any such subsidiary, which transaction would be material

to the Company and its subsidiaries taken as a whole.

(xx)          Compliance

with Laws. The Company and its subsidiaries have been and are in compliance with all applicable laws, rules and regulations,

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

Effect.

(xxi)         No

Material Actions or Proceedings. Except as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the

Prospectus, there is no action, suit, proceeding, inquiry or investigation brought by or before any governmental entity now pending or,

to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which would reasonably be expected,

individually or in the aggregate, to have a Material Adverse Effect or materially and adversely affect the consummation of the Transactions,

or the performance by the Company of its obligations under the Operative Documents; and the aggregate of all pending legal or governmental

proceedings to which the Company or any such subsidiary is a party or of which any of their respective properties or assets is the subject,

including ordinary routine litigation incidental to the business, if determined adversely to the Company, would not be reasonably expected

to have a Material Adverse Effect. No material labor dispute with the employees of the Company or any of its subsidiaries, or with the

employees of any principal supplier, manufacturer, customer or contractor of the Company, exists or, to the knowledge of the Company,

is threatened or imminent.

(xxii)        Absence

of Enforcement Actions. Except as disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, neither

the Company, the Bank nor any of their respective subsidiaries is subject or is party to, or has received any written notice that any

of them may become subject or party to any suspension or cease-and-desist order, agreement, consent agreement, memorandum of understanding

or other regulatory enforcement action, proceeding or order with or by, or is a party to any commitment letter or similar undertaking

to, or is subject to any directive by, or has been a recipient of any supervisory letter from, or has adopted any board resolutions at

the request of, any Regulatory Agency (as defined below) that currently relates to or restricts in any material respect the conduct of

their business or that in any manner relates to their capital adequacy, credit policies or management (each, a "Regulatory Agreement"),

nor has the Company or any of its subsidiaries been advised in writing by any Regulatory Agency that it is considering issuing or requesting

any such Regulatory Agreement, or that any such Regulatory Agreement is pending or threatened. There is no unresolved violation, criticism

or exception by any Regulatory Agency with respect to any examination of the Company, the Bank or any of their respective subsidiaries,

which would reasonably be expected to result in a Material Adverse Effect. As used herein, the term "Regulatory Agency"

means any governmental entity having supervisory or regulatory authority with respect to the Company or any of its subsidiaries, including,

but not limited to, any federal or state securities or banking authorities or agency charged with the supervision or regulation of depositary

institutions or holding companies of depositary institutions, or engaged in the insurance of depositary institution deposits.

(xxiii)       Intellectual

Property Rights. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect,

the Company and its subsidiaries own or possess or have obtained valid and enforceable licenses for all inventions, patent applications,

patents, trademarks (both registered and unregistered), trade names, service names, copyrights, trade secrets and other intellectual property

described in the Registration Statement, the Pricing Disclosure Package or the Prospectus as being owned or licensed by any of them or

which is necessary for the conduct of, or material to, any of their respective businesses as currently being conducted (collectively,

the "Intellectual Property"). The Company is unaware of any material claim to the contrary or any challenge by any other

person to the rights of the Company or any of its subsidiaries with respect to the Intellectual Property; neither the Company nor any

of its subsidiaries has infringed or is infringing the intellectual property of a third party, and neither the Company nor any subsidiary

has received notice of a claim by a third party to the contrary, in each case that, if determined adversely to the Company or any of its

subsidiaries, would reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.

(xxiv)      Necessary

Permits. The Company and its subsidiaries possess such valid and current certificates, authorizations or permits required by state,

federal or foreign regulatory agencies or bodies to conduct their respective businesses as currently conducted and as described in the

Registration Statement, the Pricing Disclosure Package or the Prospectus ("Permits"), except for such certificates, authorizations

or permits whose failure to obtain would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect.

Neither the Company nor any of its subsidiaries is in violation of, or in default under, any of the Permits (except for such violations

or defaults that would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect) or has received

any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or

permit that, if determined adversely to the Company or any of its subsidiaries, would reasonably be expected to, individually or in the

aggregate, have a Material Adverse Effect. Neither the Company nor any of its subsidiaries has failed to file with applicable regulatory

authorities any statement, report, information or form required by any applicable law, regulation or order, except where the failure to

be so in compliance would not, 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 Agency with respect to any such filings

or submissions.

(xxv)       Title

to Properties. The Company and its significant subsidiaries have good and marketable title in fee simple to all of the real property

and good title to all personal property and other assets reflected as owned in the financial statements referred to in Section 1(a)(xi) above

(or elsewhere in the Registration Statement, the Pricing Disclosure Package or the Prospectus), in each case free and clear of any security

interests, mortgages, liens, encumbrances, equities, adverse claims and other defects except (i) for any properties or assets the

absence of good and marketable title to which would not be reasonably expected, individually or in the aggregate, to result in a Material

Adverse Effect or (ii) as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus. The

real property, improvements, equipment and personal property held under lease by the Company or any of its significant subsidiaries are

held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or

proposed to be made of such real property, improvements, equipment or personal property by the Company or such significant subsidiary.

(xxvi)      Tax

Law Compliance. The Company and its subsidiaries have filed all federal, state and foreign income and franchise tax returns, information

returns, and similar reports that are required to be filed or have properly requested extensions thereof (except in any case in which

the failure so to file would not be reasonably expected, individually or in the aggregate, to cause a Material Adverse Effect), and all

such returns and reports are true, correct, and complete in all material respects. The Company and its subsidiaries have paid in full

all taxes required to be paid by any of them and, if due and payable, any assessment, fine or penalty with respect to taxes levied against

any of them except as may be being contested in good faith and by appropriate proceedings or would not be reasonably expected, individually

or in the aggregate, to cause a Material Adverse Effect. The Company has made adequate charges, accruals and reserves in the applicable

financial statements referred to in Section 1(a)(xi) above in respect of all federal, state and foreign income and franchise

taxes for all periods as to which the tax liability of the Company or any of its subsidiaries has not been finally determined.

(xxvii)     Insurance.

Each of the Company and its subsidiaries is insured by recognized, financially sound and reputable institutions with policies in such

amounts and with such deductibles and covering such risks as are generally deemed adequate and customary for their businesses including,

but not limited to, policies covering real and personal property owned or leased by the Company and its subsidiaries against theft, damage,

destruction, acts of vandalism and earthquakes. The Company has no reason to believe that it or any of its subsidiaries will not be able

(i) to renew its existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar

institutions as may be necessary or appropriate to conduct its business as now conducted. Neither the Company nor any of its subsidiaries

has been denied any insurance coverage which it has sought or for which it has applied.

(xxviii)     Compliance

with Environmental Laws. Except as would not reasonably be expected, individually or in the aggregate, to have 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 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) there are

no events or circumstances that might reasonably be expected to form the basis of an order for clean-up or remediation, or an action,

suit 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.

(xxix)       ERISA

Compliance. The Company and its subsidiaries and any "employee benefit plan" (as defined under the Employee Retirement Income

Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, "ERISA"))

established or maintained by the Company, its subsidiaries or their "ERISA Affiliates" (as defined below) are in compliance

in all material respects with ERISA. "ERISA Affiliate" means, with respect to the Company or any of its subsidiaries,

any member of any group of organizations described in Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986,

as amended, and the regulations and published interpretations thereunder (the "Code") of which the Company or such subsidiary

is a member. No "reportable event" (as defined under ERISA) has occurred or is reasonably expected to occur with respect to

any "employee benefit plan" established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates for

which the Company would have any liability that would reasonably be expected to have a Material Adverse Effect. No "employee benefit

plan" established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates, if such "employee benefit

plan" were terminated, would have any "amount of unfunded benefit liabilities" (as defined under ERISA). Neither the Company,

its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any liability under (i) Title IV of

ERISA with respect to termination of, or withdrawal from, any "employee benefit plan" or (ii) Sections 412, 4971, 4975

or 4980B of the Code, in each case except as would not be reasonably expected to have a Material Adverse Effect. Each employee benefit

plan established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates for which the Company could have any

liability that would reasonably be expected to have a Material Adverse Effect that is intended to be qualified under Section 401(a) of

the Code is so qualified in all material respects and nothing has occurred, whether by action or failure to act, which would cause the

loss of such qualification.

(xxx)        Company

Not an "Investment Company." The Company is not, and will not be, either after receipt of payment for the Securities or

after the application of the proceeds therefrom as described under "Use of Proceeds" in the Registration Statement, the Pricing

Disclosure Package or the Prospectus, required to register as an "investment company" under the Investment Company Act of 1940,

as amended (the "Investment Company Act").

(xxxi)       No

Price Stabilization or Manipulation. Neither the Company nor any of its subsidiaries, nor any affiliates of the Company or its subsidiaries,

has taken or will take, directly or indirectly, any action designed to or that might cause or result in stabilization or manipulation

of the price of the Securities, whether to facilitate the sale or resale of the Securities or otherwise, or any action which would directly

or indirectly violate Regulation M under the Exchange Act.

(xxxii)      Related-Person

Transactions. There are no business relationships or related-person transactions involving the Company or any of its subsidiaries

or any other person required to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that have

not been described as required.

(xxxiii)     FINRA

Matters. All of the information provided to the Underwriters or to counsel for the Underwriters by the Company, its counsel, and its

officers is true, complete, correct and compliant with FINRA's rules and any letters, filings or other supplemental information provided

to FINRA by or on behalf of the Company pursuant to FINRA Rules or NASD Conduct Rules is true, complete and correct. All of

the information provided to the Underwriters or to counsel for the Underwriters by the Company's 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 is, to the Company's

knowledge, true, complete, correct and compliant with FINRA's rules. To the Company's knowledge, there are no affiliations with any FINRA

member firm among the Company's officers, directors, or principal shareholders, except as set forth in the Registration Statement, the

Pricing Disclosure Package and the Prospectus, or as otherwise disclosed in writing to the Underwriters.

(xxxiv)     Sarbanes-Oxley

Act. The Company, its subsidiaries and the Company's Board of Directors and officers are and, since January 1, 2023 have been,

in compliance with the Sarbanes-Oxley Act and the rules and regulations of the Commission thereunder in all material respects, in

each case to the extent applicable.

(xxxv)      Statistical

and Market-Related Data. All statistical, demographic and market-related data included in the Registration Statement, the Pricing

Disclosure Package or the Prospectus are based on or derived from sources that the Company believes, after reasonable inquiry, to be reliable

and accurate. To the extent required, the Company has obtained the written consent to the use of such data from such sources.

(xxxvi)     No

Unlawful Contributions or Other Payments. Neither the Company nor any of its subsidiaries nor, to the best of the Company's knowledge,

any employee or agent of the Company or any subsidiary, has made any contribution or other payment to any official of, or candidate for,

any federal, state or foreign office in violation of any law or of the character required to be disclosed in the Registration Statement,

the Pricing Disclosure Package or the Prospectus.

(xxxvii)    Foreign

Corrupt Practices Act. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director or officer,

employee, agent, affiliate (as such term is defined in Rule 501(b) of the Securities Act) or other person acting on behalf of

the Company or any of its subsidiaries has, in the course of its actions for, or on behalf of, the Company or any of its subsidiaries,

(i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made

or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign

or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international

organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official

or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977,

as amended (the “FCPA”), or any applicable law or regulation implementing the OECD Convention on Combating Bribery

of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom,

or any other applicable anti-bribery or anti-corruption laws; or (iv) made, offered, agreed, requested or taken an act in furtherance

of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other

unlawful payment or benefit. The Company and its subsidiaries have conducted their respective businesses in compliance with the FCPA and

have instituted, and maintain and enforce, policies and procedures designed to promote and ensure, and which are reasonably expected to

continue to ensure, continued compliance with all applicable anti-bribery and anti-corruption laws.

(xxxviii)   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, including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the applicable money laundering

statutes of all jurisdictions where the Company or any of its subsidiaries conducts business, the rules and regulations thereunder

and any related or similar applicable rules, regulations or guidelines issued, administered or enforced by any governmental or regulatory

agency (collectively, the "Anti-Money Laundering Laws") and no action, suit or proceeding by or before any court or governmental

or regulatory agency, authority or body or any arbitrator 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.

(xxxix)      OFAC.

Neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company, any directors or officers, employees, agents, or

affiliates (as such term is defined in Rule 501(b) of the Securities Act) or other person acting on behalf of the Company or

any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government (including,

without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including,

without limitation, the designation as a "specially designated national" or "blocked person"), the United Nations

Security Council, the European Union, His Majesty's Treasury of the United Kingdom , or other applicable sanctions authority (collectively,

"Sanctions"), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory

that is the subject or the target of Sanctions (each, a "Sanctioned Country"), including, without limitation, Cuba, Iran,

North Korea, the Crimea Region of Ukraine, the non-government controlled areas of Kherson and Zaporizhzhia, the so-called Donetsk People’s

Republic, the so-called Luhansk People’s Republic or any other Covered Region of Ukraine identified pursuant to Executive Order

14065; and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, 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 of, or business with, any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions,

(ii) to fund or facilitate any activities of, or business in, any Sanctioned Country or (iii) in any other manner that will

result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor

or otherwise) of Sanctions. The Company and its subsidiaries have not, since April 24, 2019, knowingly engaged in and are not now

knowingly engaged in any dealings or transactions with any person who, at the time of the dealing or transaction, and to the knowledge

of the Company, is or was the subject or the target of Sanctions or with any Sanctioned Country.

(xl)          Brokers.

Except pursuant to this Agreement, there is no broker, finder or other party that is entitled to receive from the Company any brokerage

or finder's fee or other fee or commission as a result of any transactions contemplated by this Agreement.

(xli)         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 Pricing Disclosure Package

or the Prospectus 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. No such statement was made with the knowledge of an executive

officer or director of the Company that it was false or misleading.

(xlii)        Bank

Regulatory Matters. The Company and each of its subsidiaries have been and are in compliance with all applicable laws, rules and

regulations of (including, without limitation, all applicable regulations and orders of, or agreements with) the Federal Reserve, the

Federal Deposit Insurance Corporation ("FDIC"), the Missouri Division of Finance ("MDF"), and any other

federal or state bank regulatory authority with jurisdiction over the Company or its subsidiaries (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, to the extent

such laws, rules or regulations apply to the Company or such subsidiary, as applicable, except where failure to be so in compliance

would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. As of March 31, 2026, each

of the Company and the Bank met or exceeded the standards necessary to be considered “well capitalized” under the FDIC’s

regulatory framework for prompt corrective action. The Bank has a CRA rating of at least “satisfactory.” Since December 31,

2022, the Company and each of its subsidiaries have filed all material reports, registrations and statements, together with any required

amendments thereto, that it was required to file with the Federal Reserve, the FDIC 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 the rules and regulations promulgated by the Federal Reserve, FDIC and any other applicable federal or state banking authorities,

as the case may be.

(xliii)       Community

Reinvestment Act. 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 would cause the Bank 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."

(xliv)       FDIC.

The deposit accounts of the Bank are insured by the FDIC up to the legal maximum, 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.

(xlv)        IT

Systems. (i) The Company is not aware of any security breach or incident, unauthorized access or disclosure, or other compromise

of or relating to the Company's or its subsidiaries' information technology and computer systems, networks, hardware, software, data and

databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained,

processed or stored by or on behalf of them), equipment or technology (collectively, "IT Systems and Data"), except as

would not be expected, individually or in the aggregate, to have a Material Adverse Effect; (ii) neither the Company nor its subsidiaries

have been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any security breach

or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data, except as would not be expected, individually

or in the aggregate, to have a Material Adverse Effect; and (iii) the Company and its subsidiaries have implemented appropriate controls,

policies, procedures and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security

of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards.

The Company and its subsidiaries are presently in compliance with all applicable laws or statutes and all 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 Data and to the reasonable protection of such IT Systems and Data from unauthorized use,

access, misappropriation or modification, except where the failure to be in compliance would not be expected, individually or in the aggregate,

to have a Material Adverse Effect.

(xlvi)       Absence

of Further Requirements. No consent, approval, authorization or other order of, or registration or filing with, any court or other

governmental or regulatory authority or agency, is required for the Company's execution, delivery and performance of each of the Operative

Documents and consummation of the Transactions contemplated thereunder and by the Registration Statement, the Pricing Disclosure Package

and the Prospectus, except as have been already obtained or as may be required under the Securities Act, the Securities Act Regulations,

the securities laws of any state or non-U.S. jurisdiction or the rules of FINRA.

(xlvii)      Incorporation

and Good Standing of the Bank. The Bank has been duly organized and is validly existing as a state chartered commercial bank regulated

by the MDF and the Federal Reserve Board, is in good standing under the laws of the State of Missouri and its charter is in full force

and effect; the Bank has corporate power and authority to own, lease and operate its properties and conduct its business as described

in the Registration Statement, the Pricing Disclosure Package and the Prospectus; all of the issued and outstanding capital stock of the

Bank has been duly authorized and validly issued and is fully paid and non-assessable; and 100% of the capital stock of the Bank is owned

directly by the Company, free and clear of any mortgage, pledge, lien, encumbrance, claim or equity. There are no outstanding rights,

warrants or options to acquire or instruments convertible into or exchangeable for any capital stock or equity securities of the Bank.

The Bank is the only depository institution subsidiary of the Company and the Bank is a member in good standing of the Federal Reserve

Board. The Bank is "well capitalized" (as that term is defined at 12 C.F.R. Section 6.4(b)(1)) and neither the Company

nor the Bank has been informed by any Bank Regulatory Authority that its status as "well-capitalized" will change within one

year.

(xlviii)     Non-Contravention

of Constituent Documents. Neither the Bank nor any of its subsidiaries is in violation of its charter or by-laws, partnership agreement

or operating agreement or similar organizational documents, as applicable, or is in Default under any indenture, loan, credit agreement,

note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security

agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Bank

or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets

are subject, except for such Defaults as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse

Effect.

(xlix)        Bank

not an "Investment Company." The Bank is not, and will not be after consummation of the Transactions, required to register

as an "investment company" under the Investment Company Act.

(l)            Compliance

with Privacy Laws. The Bank (i) complies in all material respects with the Privacy Statements (as defined below) that apply to

any given set of personal information collected by the Bank from Individuals (as defined below), (ii) complies in all material respects

with all applicable federal, state, local and foreign laws and regulations regarding the collection, retention, use, transfer or disclosure

of personal information, and (iii) takes reasonable measures as are customary in the business in which the Bank and its subsidiaries

are engaged to protect and maintain the confidential nature of the personal information provided to the Bank by Individuals in accordance

with the terms of the applicable Privacy Statements. To the Company's knowledge, no material claim or controversy has arisen or been threatened

regarding the Privacy Statements or the implementation thereof. As used herein, "Privacy Statements" means, collectively,

any and all of the Bank's privacy statements and policies published on websites or products or otherwise made available by the Bank regarding

the collection, retention, use and distribution of the personal information of an individual, including, without limitation, from visitors

or users of any websites or products of the Bank ("Individuals").

(li)           Nasdaq

Compliance. The Company is in compliance in all material respects with the requirements of The Nasdaq Global Select Market ("Nasdaq")

for continued listing of the Company's common stock thereon. The Company has taken no action designed to, or likely to have the effect

of, terminating the registration of the Company's common stock under the Exchange Act or the listing of the Company's common stock on

Nasdaq, nor has the Company received any notification that the Commission or Nasdaq is contemplating terminating such registration or

listing. The transactions contemplated by this Agreement will not contravene the rules or regulations of Nasdaq.

(lii)          Pending

Procedures 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.

(liii)         No

Restrictions on Subsidiaries. Except in each case as otherwise disclosed in the Registration Statement, the Pricing 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.

(liv)         Derivative

Instruments. 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 would not reasonably

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

(lv)          Termination

of Contracts. Except as would not reasonably be expected to have a Material Adverse Effect, neither the Company nor any significant

subsidiary has sent or received any communication regarding termination of, or intent not to renew, any of the contracts or agreements

referred to or described in the Pricing Disclosure Package and Prospectus, or referred to or described in, or filed as an exhibit to,

the Registration Statement, and no such termination or non-renewal has been threatened by the Company or any significant subsidiary or,

to the Company’s knowledge, any other party to any such contract or agreement; and there are no contracts or documents of the Company

or any of the significant subsidiaries that are required to be described in the Pricing Disclosure Package and the Prospectus or to be

filed as exhibits to the Registration Statement by the Securities Act or the Securities Act Regulations that have not been so described

or filed.

(lvi)         Margin

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

in the Registration Statement, the Pricing Disclosure Package and the Prospectus will not violate Regulation T, U or X of the Federal

Reserve or any other margin lender regulation of the Federal Reserve.

(b)           Officer's

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

to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered

thereby.

The Company has a reasonable

basis for making each of the representations set forth in this Section 1. The Company acknowledges that the Underwriters and,

for purposes of the opinions to be delivered pursuant to Section 6 hereof, counsel to the Company and counsel to the Underwriters,

will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

SECTION 2.       Sale

and Delivery to Underwriters: Closing.

(a)           Sale

of 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 each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly,

agrees to purchase from the Company, the aggregate principal amount of Securities set forth in Schedule A opposite the name of

such Underwriter, at a purchase price equal to 98.75% of the aggregate principal amount thereof.

(b)           Payment.

Payment of the purchase price for, and delivery of the Securities shall be made at the offices of Squire Patton Boggs (US) LLP, 201 E.

Fourth St., Suite 1900, Cincinnati, Ohio 45202, or at such other place as shall be agreed upon by the Representatives and the Company,

at 9:00 a.m. (New York City time) on June 17, 2026 (unless postponed in accordance with the provisions of SECTION 12),

or such other time not later than 10 business days after such date as shall be agreed upon by the Representatives and the Company (such

time and date of payment and delivery being herein called "Closing Time").

Payment shall be made to the

Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery of the Securities

(in the form of one or more global notes), through the facilities of The Depository Trust Company ("DTC"), to the Representatives

for the respective accounts of the Underwriters. It is understood that each Underwriter has authorized the Representatives, for their

accounts, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase.

The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of

the purchase price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Time, but such

payment shall not relieve such Underwriter from its obligations hereunder.

SECTION 3.         Covenants

of the Company. The Company covenants with each Underwriter as follows:

(a)           Compliance

with Commission Requests. Prior to the completion of the distribution of the Securities as contemplated in this Agreement, the Company,

subject to SECTION 3(b) hereof will comply with the requirements of Rule 430A of the Securities Act Regulations and Rule 430B,

and will notify the Representatives 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 Pricing

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 Pricing 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 any notice of objection to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) 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 completion of

the distribution of the Securities as contemplated in this Agreement, the Company will use its reasonable best efforts 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. If, before all the Securities have been sold by the Underwriters, the Company receives from the Commission a notice pursuant to

Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (A) promptly

notify the Underwriters, (B) promptly file a new registration statement or post-effective amendment on the proper form relating to

the Securities in such form as is reasonably satisfactory to the Underwriters, (C) use its reasonable best efforts to cause such

registration statement or post-effective amendment to be declared effective as soon as practicable, and (D) promptly notify the Underwriters

of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities

to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the

Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement

or post-effective amendment, as the case may be.

(b)           Payment

of Filing Fees. The Company shall pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1)(i) of

the Securities Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of

the Securities Act Regulations (including, if applicable, by updating the "Calculation of Registration Fee" table in accordance

with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus

filed pursuant to Rule 424(b)).

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

and the Exchange Act Regulations so as to permit the completion of the distribution of the Securities as contemplated in this Agreement

and in the Registration Statement, the Pricing 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 of the Securities Act Regulations, would be) required by the Securities

Act (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act Regulations) to be delivered in connection

with sales of the Securities ending no later than nine 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 the Underwriters 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 Pricing Disclosure Package or the Prospectus in order that the Pricing 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 (or in lieu thereof the notice referred to

in Rule 173(a) of the Securities Act Regulations) is delivered to a purchaser or (iii) amend the Registration Statement

or amend or supplement the Pricing 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 or the Exchange Act Regulations, the Company will promptly (A) give the Representatives 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 Pricing Disclosure Package or the Prospectus comply with such requirements and, a reasonable amount of time prior to any

proposed filing or use, furnish the Representatives with copies of any such amendment or supplement and (C) file with the Commission

any such amendment or supplement and use its reasonable best efforts to have any amendment to the Registration Statement declared effective

by the Commission as soon as possible if the Company is no longer eligible to file an automatic shelf registration statement, provided

that the Company shall not file or use any such amendment or supplement to which the Representatives or counsel for the Underwriters shall

object.

(d)           Filing

or Use of Amendments or Supplements. During the Delivery Period, the Company (A) will furnish to the Representatives 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 (B) will not amend or supplement the Registration Statement without the Representatives'

prior written consent. Prior to amending or supplementing any preliminary prospectus, the Pricing Prospectus or the Prospectus, the Company

shall furnish to the Representatives 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 the Representatives' prior written consent.

(e)           Delivery

of Registration Statements. The Company has furnished or will deliver to the Representatives and counsel for the Underwriters, 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 the Representatives, without charge, a conformed copy of the Registration

Statement as originally filed and each amendment thereto (without exhibits) for each of the Underwriters. The signed copies of the Registration

Statement and each amendment thereto furnished to the Underwriters 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)            Delivery

of Prospectuses. The Company has delivered to each Underwriter, without charge, as many written or electronic copies of each preliminary

prospectus as such Underwriter 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 each Underwriter, without charge, during the Delivery Period, such number of copies

of the Prospectus (as amended or supplemented) as such Underwriter may reasonably request. The Prospectus and any amendments or supplements

thereto furnished to the Underwriters 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.

(g)           Blue

Sky Qualifications. The Company will take such actions as the Representatives reasonably request to qualify the Securities for offering

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

such qualifications in effect during the Delivery Period; provided, that the Company shall not be obligated to file or take any action

that would constitute a 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.

(h)           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 reasonably practicable, but in any event not later than 16 months after the effective date of the Registration

Statement (as defined in Rule 158(c) of the Securities Act), an earnings statement (satisfying the provisions of Section 11(a) of

the Securities Act and the Securities Act Regulations (including Rule 158).

(i)            Use

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

Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus under "Use of Proceeds."

(j)            Restriction

on Sale of Securities. During a period of 30 days from the date of this Agreement, the Company will not, without the prior written

consent of the Underwriters, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase,

purchase any option or contract to sell, grant any option, right or warrant for the sale of, or lend or otherwise transfer or dispose

of, the Securities or any securities that are substantially similar to the Securities, whether owned as of the date hereof or hereafter

acquired or with respect to which such person has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration

statement under the Securities Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any

transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Securities or such

other securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of

any Securities or such other securities, in cash or otherwise. The foregoing sentence shall not apply to the Securities to be sold pursuant

to this Agreement.

(k)           Reporting

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

(l)            Pricing

Term Sheet. The Company will prepare the Term Sheet, containing solely a description of the final terms of the Securities and the

offering thereof, and after affording the Representatives the opportunity to comment thereon, file the Term Sheet with the Commission

pursuant to Rule 433(d) within the time required by such Rule.

(m)          Issuer

Free Writing Prospectuses. The Company agrees that, unless it obtains the prior written consent of the Representatives, 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 the Representatives will be deemed to have consented to any Issuer General Use Free Writing

Prospectuses listed on Schedule B hereto and any "road show that is a written communication" within the meaning of Rule 433(d)(8)(i) that

has been reviewed by the Representatives. 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 the Representatives 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 the Representatives in writing

and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to correct such untrue statement or omission.

(n)           Renewal

Deadline. If, immediately prior to the third anniversary of the initial effective date of the Registration Statement (the "Renewal

Deadline"), any Securities remain unsold by the Underwriters, the Company will, prior to the Renewal Deadline, (i) promptly

notify the Representatives in writing and (ii) promptly file, if it is eligible to do so, a new automatic shelf registration statement

relating to the Securities, in a form and substance satisfactory to the Underwriters. If, at the Renewal Deadline, the Company is not

eligible to file an automatic shelf registration statement, the Company will, prior to the Renewal Deadline, (i) promptly notify

the Representatives in writing, (ii) promptly file a new shelf registration statement or post-effective amendment on the proper form

relating to such Securities, in a form and substance satisfactory to the Underwriters, (iii) use its reasonable best efforts to cause

such registration statement or post-effective amendment to be declared effective within 60 days after the Renewal Deadline and (iv) promptly

notify the Representatives in writing of such effectiveness. The Company will take all other action necessary or appropriate to permit

the offering and sale of the Securities to continue as contemplated in the expired Registration Statement. References herein to the "Registration

Statement" shall include such new automatic shelf registration statement or such new registration statement or post-effective amendment,

as the case may be.

(o)           DTC.

The Company will cooperate with the Underwriters and use its reasonable best efforts to permit the Securities to be eligible for clearance,

settlement and trading through the facilities of DTC.

(p)           Investment

Company Act. The Company shall not invest or otherwise use the proceeds received by the Company from its 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.

(q)           Regulation

M. 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, whether to facilitate the sale or resale of the Securities or

otherwise, and the Company will, and shall cause each of its affiliates to, comply with all applicable provisions of Regulation M.

(r)            Trustee,

Registrar and Paying Agent. The Company shall engage and maintain, at its expense, a trustee, registrar and paying agent for the Securities.

(s)            Sarbanes-Oxley

Act. The Company and its subsidiaries will comply with all effective applicable provisions of the Sarbanes-Oxley Act.

(t)            Taxes.

The Company will indemnify and hold harmless the Underwriters against any documentary, stamp, issue or similar tax, including any interest

and penalties, on the creation, issue and sale of the Securities and on the execution and delivery of this Agreement. All payments to

be made by the Company hereunder shall be made without withholding or deduction for or on account of any present or future taxes, duties

or governmental charges whatsoever unless the Company is compelled by law to deduct or withhold such taxes, duties or charges. In that

event, the Company shall pay such additional amounts as may be necessary in order that the net amounts received after such withholding

or deduction shall equal the amounts that would have been received if no withholding or deduction had been made.

(u)           Trademarks.

Upon request of any Underwriter, to furnish, or cause to be furnished, to such Underwriter an electronic version of the Company's trademarks,

servicemarks and corporate logo for use on the website, if any, operated by such Underwriter 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.

(v)           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 1934 Act ("NRSRO") while any Securities remain outstanding.

SECTION 4.         Payment

of Expenses.

(a)           Expenses.

Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company will pay or

cause to be paid all expenses incident to the performance of its obligations under this Agreement, including (i) the preparation,

printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and each amendment

thereto, (ii) the preparation, printing and delivery to the Underwriters 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 the Underwriters to investors, (iii) the preparation, issuance and delivery of the Securities to the Underwriters,

including any transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Securities to the Underwriters,

(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(g) hereof, including filing fees and the reasonable fees

and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation, printing and delivery

to the Underwriters of the 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) the fees and expenses of any trustee, registrar or paying agent,

including the fees and expenses of the Trustee and the fees and disbursements of counsel for the Trustee in connection with the Indenture

and 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, travel and lodging expenses

of the representatives and officers of the Company and any such consultants, and the cost of aircraft and other transportation chartered

in connection with the road show, (viii) the filing fees incident to, and the reasonable fees and disbursements of counsel to the

Underwriters in connection with, the review by FINRA, if required, of the terms of the sale of the Securities, (ix) expenses associated

with the ratings of the Securities, (x) the document production charges and expenses associated with printing this Agreement, (xi) the

costs and expenses (including, without limitation, any damages or other amounts payable in connection with legal or contractual liability)

associated with the reforming of any contracts for sale of the Securities made by the Underwriters caused by a breach of the representation

contained in the second sentence of SECTION 1(a)(ii) and SECTION 1(a)(xvii), (xiii) the legal fees and expenses (including

fees and disbursements of the counsel for the Underwriters, provided, however that such legal fees and expenses to be paid or caused to

be paid by the Company shall not exceed $150,000), and marketing, syndication and travel expenses and any expenses related to an investor

presentation and/or roadshow that are reasonably incurred by the Underwriters, and (xiv) 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).

(b)           Termination

of Agreement. If this Agreement is terminated by the Representatives in accordance with the provisions of SECTION 6, SECTION 11(a) or

SECTION 12 hereof, the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable

fees and disbursements of counsel for the Underwriters.

SECTION 5.         Use

of Free Writing Prospectuses by Underwriters. Each Underwriter represents and agrees that, unless it obtains the prior consent

of the Company and the Representatives, 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 Underwriters' Obligations. The obligations of the several Underwriters hereunder are 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 became effective

upon filing in accordance with Rule 462(e) 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. 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 notice of objection to the

use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) has been received by the

Company, 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 shall have paid the required

Commission filing fees relating to the Securities within the time period required by Rule 456(b)(1)(i) of the Securities Act

Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities

Act Regulations and, if applicable, shall have updated the "Calculation of Registration Fee" table in accordance with Rule 456(b)(1)(ii) either

in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b).

(b)           Opinion

of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time,

of Holland & Knight LLP, counsel for the Company, in form and substance satisfactory to the Representatives and substantially

in the form of Exhibit A hereto, together with signed or reproduced copies of such letter for each of the other Underwriters,

in form and substance reasonably satisfactory to the Representatives.

of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing

Time, of Squire Patton Boggs (US) LLP, counsel for the Underwriters, in form and substance satisfactory to the Representatives, together

with signed or reproduced copies of such letter for each of the other Underwriters, and the Company shall have furnished to such counsel

such documents as they may request for the purpose of enabling them to pass upon such matters. 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 opinions of counsel satisfactory to the Representatives. 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. At the Closing Time, the Representatives shall have received a certificate of the Chief Executive Officer or the President

of the Company and of the chief financial or chief accounting officer of the Company, dated as of 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, (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, and (iv) the conditions specified

in SECTION 6(a) hereof have been satisfied.

(e)           Comfort

Letter. At the time of the execution of this Agreement, the Representatives shall have received from the Accountant, with respect

to the Company, a letter, dated such date, in form and substance satisfactory to the Representatives, together with signed or reproduced

copies of such letter for each of the other Underwriters, confirming that they are a registered public accounting firm and independent

registered public accountants as required by the Securities Act and 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 Pricing Disclosure Package and the Prospectus.

(f)            Bring-down

Comfort Letter. At the Closing Time, the Representatives shall have received from the Accountant a letter, dated as of the Closing

Time, to the effect that they reaffirm the statements made in the letter furnished pursuant to SECTION 6(e)(i) hereof, except

that the specified date referred to shall be a date not more than three business days prior to the Closing Time.

(g)           DTC.

At the Closing Time, the Securities shall be eligible for clearance, settlement and trading through the facilities of DTC.

(h)           Beneficial

Ownership Certificate. On or before the date of this Agreement, the Representatives shall have received a certificate satisfying the

beneficial ownership due diligence requirements of the Financial Crimes Enforcement Network from the Company in form and substance satisfactory

to the Representatives.

(i)            Other

Documents. The Underwriters shall have received such other documents as they may reasonably request with respect to other matters

related to the sale of the Securities.

(j)             Absence

of Rating Downgrade. Subsequent to the execution and delivery of this Agreement and prior to the Closing Time, there shall not have

occurred any downgrading, nor shall any notice have been given of (i) any downgrading, (ii) any intended or potential downgrading,

or (iii) any review or possible change that does not indicate an improvement, in the rating accorded to the Securities by Kroll.

(k)           No

Objection. If applicable, FINRA shall have not raised any objection with respect to the fairness and reasonableness of the underwriting

terms and arrangements relating to the offering of the Securities.

(l)            No

Important Changes. Since the execution of this Agreement, (i) in the judgment of the Representatives, since the respective date

hereof or the respective dates of which information is given in the Registration Statement, the Pricing Disclosure Package or the Prospectus,

there shall not have occurred any Material Adverse Effect; and (ii) there shall not have been any decrease in or withdrawal of the

rating of the Securities or any other debt securities or preferred securities of the Company or any of its subsidiaries by any NRSRO or

any notice given of any intended or potential decrease in or withdrawal of any such rating or of a possible change in any such rating

that does not indicate the direction of the possible change.

(m)          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 New York business day next succeeding the date of this Agreement.

(n)           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 11(a).

(o)           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 would, as of the Closing Time, prevent

the issuance or sale of the Securities by the Company.

(p)           Good

Standing. The Representatives 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.

(q)           Additional

Documents. At the Closing Time, counsel for the Underwriters shall have been furnished with such documents and opinions as they may

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

satisfactory to the Representatives and counsel for the Underwriters.

(r)            If

any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be

terminated by the Representatives by notice to the Company at any time at or 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 6, SECTION 7,

SECTION 8, SECTION 9, SECTION 14, SECTION 16, SECTION 17 and SECTION 18 shall survive any such termination

and remain in full force and effect.

SECTION 7.         Indemnification.

(a)           Indemnification

of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates (as such term is defined in Rule 501(b) of

the Securities Act Regulations (each, an "Affiliate")), selling agents, officers and directors and each person, if any,

who controls any Underwriter 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, any "road show", the Pricing Disclosure Package

or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission in any preliminary prospectus, any Issuer

Free Writing Prospectus, any "road show", the Pricing 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;

(iii)          against

any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representatives), 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 Pricing Disclosure Package or the Prospectus (or any amendment

or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

(b)           Indemnification

of Company, Directors and Officers. Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each

of its 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, arising out of or based on 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 Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the

Underwriter Information; and will reimburse the Company any and all amounts paid in settlement of any claim or litigation.

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

the Representatives, 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; provided,

that counsel to the indemnifying party shall not (except with the prior written consent of the indemnified party) also be counsel to the

indemnified 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 (1) 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 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 the Underwriters, 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 the Underwriters, 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 the Underwriters, 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 net 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 the Underwriters, 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 the Underwriters, 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 the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct

or prevent such statement or omission.

The Company and the Underwriters

agree that it would not be just and equitable if contribution pursuant to this SECTION 8 were determined by pro rata allocation (even

if the Underwriters were treated as one entity for such purpose) 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 the provisions

of this SECTION 8, no Underwriter shall be required to contribute any amount in excess of the underwriting discount received by such

Underwriter 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. The Underwriters' respective obligations to contribute pursuant to this SECTION 8

are several in proportion to the aggregate principal amount of Securities set forth opposite their respective names in Schedule A

hereto and not joint.

For purposes of this SECTION 8,

each person, if any, who controls an Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the

Exchange Act and each Underwriter's Affiliates, officers, directors and selling agents shall have the same rights to contribution as such

Underwriter, 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. The indemnity and contribution provisions contained in SECTION 7 and SECTION 8,

and 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 any Underwriter or its Affiliates, officers, directors and or selling agents, any person controlling any Underwriter

or the Company's officers or directors or any person controlling the Company and (ii) delivery of and payment for the Securities.

SECTION 10.       Qualified

Financial Contract Stay Requirements.

(a)           Recognition

of U.S. Special Resolution Regimes.

(i)            In

the event that any party that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer

from such party of this Agreement and any interest and obligation in or under this Agreement will be effective to the same extent as the

transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed

by the laws of the United States or a state of the United States.

(ii)           In

the event that any party that is a Covered Entity or any BHC Act Affiliate of such party becomes subject to a proceeding under a U.S.

Special Resolution Regime, Default Rights under this Agreement that may be exercised against such party are permitted to be exercised

to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed

by the laws of the United States or a state of the United States. The requirements of this SECTION 10(a) apply notwithstanding

SECTION 10(b) hereof.

(b)           Limitation

on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings.

(i)            Notwithstanding

anything to the contrary in this Agreement or any other agreement, but subject to the requirements of SECTION 10(a) hereof,

no party to this Agreement shall be permitted to exercise any Default Right against a party that is a Covered Entity with respect to this

Agreement that is related, directly or indirectly, to a BHC Act Affiliate of such party becoming subject to Insolvency Proceedings, except

to the extent the exercise of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84,

12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable.

(ii)           After

a BHC Act Affiliate of a party that is a Covered Entity has become subject to Insolvency Proceedings, if any party to this Agreement seeks

to exercise any Default Right against such Covered Entity with respect to this Agreement, the party seeking to exercise a Default Right

shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder.

For purposes of this SECTION 10 the following definitions will apply:

(i)            "BHC

Act Affiliate" of a party means an "affiliate" (as such term is defined under, and interpreted in accordance with,

12 U.S.C. § 1841(k)) of such party;

(ii)           "Covered

Entity" means any of the following:

(A)           a

"covered entity" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(B)            a

"covered bank" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

"covered FSI" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b);

(iii)          "Default

Right" has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81,

47.2 or 382.1, as applicable;

(iv)         "Insolvency

Proceeding" means a receivership, insolvency, liquidation, resolution, or similar proceeding; and

(v)           "U.S.

Special Resolution Regime" means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder

and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

SECTION 11.       Termination

of Agreement.

(a)           Termination.

The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time, (1) if there

has been, in the reasonable judgment of the Representatives, since the time of execution of this Agreement or since the respective dates

as of which information is given in the Registration Statement, the Pricing 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 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 reasonable judgment of the Representatives, impracticable

or inadvisable 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 Nasdaq, (iv) if trading generally on the New York Stock

Exchange or Nasdaq 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 a general moratorium on commercial banking activities has been declared by

either federal, New York or State of Delaware authorities or if there is a material disruption in commercial banking or securities settlement

or clearance services in the United States, or (vii) if there has occurred a downgrading in or withdrawal of the rating assigned

to the Securities or any other debt securities or preferred 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.

(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 6, SECTION 7, SECTION 8,

SECTION 9, SECTION 15, SECTION 16, SECTION 17 and SECTION 18 shall survive such termination and remain in full

force and effect.

SECTION 12.       Default

by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities

which it or they are obligated to purchase under this Agreement (the "Defaulted Securities"), the Representatives shall

have the right, within 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other Underwriters,

to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set

forth; if, however, the Representatives shall not have completed such arrangements within such 36-hour period, then:

(i)            if

the number of Defaulted Securities does not exceed 10% of the number of Securities to be purchased at the Closing Time, each of the non-defaulting

Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective

underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or

(ii)           if

the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased at the Closing Time, this Agreement shall terminate

without liability on the part of any non-defaulting Underwriter.

No action taken pursuant to

this Section shall relieve any defaulting Underwriter from liability in respect of its default.

In the event of any such default

which does not result in a termination of this Agreement, either the Representatives or the Company shall have the right to postpone the

Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Pricing

Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term "Underwriter" includes

any person substituted for an Underwriter under this SECTION 12.

SECTION 13.       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 the Underwriters shall be directed to the Representatives care of KBW at 787 Seventh

Avenue, 4th Floor, New York, New York 10019, attention of Michael C. Garea, Director, Capital Markets, e-mail: mgarea@kbw.com, with a

copy to Squire Patton Boggs (US) LLP, 201 E. Fourth St., Suite 1900, Cincinnati, Ohio 45202, Attention: James J. Barresi. Notices

to the Company shall be directed to it at 150 North Meramec Avenue, Clayton, Missouri 63105, Facsimile: (314) 787-5205, Attention: Keene

S. Turner, Senior Executive Vice President, Chief Financial Officer and Chief Operating Officer, with a copy to Holland & Knight

LLP, 1801 California Street, Suite 5000, Denver, Colorado 80202, Facsimile: (303) 974-6659, Attention: Shawn Turner.

SECTION 14.       No

Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (a) the purchase and sale of the Securities

pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts

and commissions, is an arm's-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the

other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter 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 its shareholders, creditors,

employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the

Company in connection with the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has

advised or is currently advising the Company or any of its subsidiaries on other matters) or any other obligation to the Company in connection

with the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their

respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and

(e) the Underwriters have not provided any legal, accounting, financial, regulatory or tax advice in connection with the offering

of the Securities and the Company has consulted its own respective legal, accounting, financial, regulatory and tax advisors to the extent

it deemed appropriate.

SECTION 15.       Parties.

This Agreement shall each inure to the benefit of and be binding upon the Underwriters and 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

the Underwriters and the Company and their respective successors and the indemnified parties 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 the Underwriters and the Company and their respective successors, and said controlling persons, Affiliates, selling 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 any Underwriter shall be deemed to be a successor by reason merely of such purchase.

SECTION 16.       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 the Underwriters 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 17.       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 18.       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

(except for proceedings instituted in regard to the enforcement of a judgment of any Specified Court, as to which such jurisdiction is

non-exclusive) of 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 above 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 waive and agree 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 19.       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 20.       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. Electronic signatures complying with the New York Electronic Signatures and Records

Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law will be deemed original signatures

for purposes of this 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 21.       Effect

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

SECTION 22.       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]

If the foregoing is in accordance

with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along

with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms.

Very truly yours,

ENTERPRISE FINANCIAL SERVICES CORP

/s/ Keene S. Turner

Name: Keene

S. Turner

Title: Senior EVP, CFO &

COO

[Signature Page to Underwriting Agreement]

CONFIRMED AND ACCEPTED,

as of the date first above written:

KEEFE, BRUYETTE & WOODS, INC.

By:

/s/ Patrick Koster

Name: Patrick Koster

Title: Managing Director

Raymond

James & Associates, Inc.

By:

/s/ Jeffrey Brand

Name: Jeffrey Brand

Title: Managing Director

For themselves and as Representatives of the several Underwriters name

in Schedule A hereto.

[Signature Page to Underwriting Agreement]

SCHEDULE

Name of Underwriter

Aggregate

Principal Amount

of Securities to be

Purchased

Keefe, Bruyette & Woods, Inc.

$ 113,750,000

Raymond James & Associates, Inc.

43,750,000

Piper Sandler & Co.

17,500,000

Total

$ 175,000,000

SCHEDULE

Issuer Free Writing Prospectuses

Investor Presentation, filed as a Free Writing Prospectus on June 12,

2026.

The Term Sheet set forth in Schedule C, filed as a Free Writing Prospectus

on June 12, 2026.

SCHEDULE

Term Sheet

EXHIBIT A

(1)           Based

solely on the good standing certificate issued by the Secretary of State of the State of Delaware, the Company is validly existing as

a corporation and is in good standing under the laws of the State of Delaware.

(2)           Based

solely on the certificate of financial holding company status issued by the Board of Governors of the Federal Reserve System, the Company

is duly registered as a bank holding company and has duly elected to be a financial holding company under the Bank Holding Company Act

of 1956, as amended.

(3)           Based

solely on the certificate of good standing issued by the Secretary of State of the State of Missouri, the Company is registered and in

good standing in the State of Missouri.

(4)           Based

solely on the certificate of good standing issued by the State of Missouri Division of Finance and the certified copy of the records of

the Secretary of State of the State of Missouri containing confirmation of Certificate of Authority, the Bank is validly existing as a

Missouri trust company with banking powers and is in good standing under the laws of the State of Missouri.

(5)           The

Bank has the corporate power and corporate authority to own, lease and operate its properties and to conduct its business as such business

is described in the Company’s Registration Statement on Form S-3 (File No. 333-294014) (the “Registration Statement”),

filed with the Securities and Exchange Commission (the “Commission”) on March 4, 2026, and the base prospectus

dated March 4, 2026, that was filed by the Company with the Commission on March 4, 2026, the preliminary prospectus supplement,

dated June 12, 2026, relating to the Securities that was filed by the Company with the Commission on June 12, 2026, and the

final prospectus supplement, dated June 12, 2026, relating to the Securities that was filed by the Company with the Commission on

June [ ], 2026 (collectively, the “Prospectus”).

(6)           The

Company has the corporate power and authority to own, lease and operate its properties and conduct its business as described in the Pricing

Disclosure Package and the Prospectus, and to enter into and perform its obligations under the Underwriting Agreement, the Indenture and

the Securities.

(7)           The

Underwriting Agreement has been duly authorized, executed and delivered by the Company.

(8)           Each

of the Base Indenture, the Supplemental Indenture and the Securities has been duly authorized, executed and delivered by the Company.

(9)           The

Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner provided in the Indenture against

payment of the consideration therefor in accordance with the Underwriting Agreement, will constitute the legal, valid and binding obligation

of the Company, enforceable against the Company in accordance with their terms, subject to (A) applicable bankruptcy, insolvency,

reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in

effect, and (B) general principles of equity, regardless of whether considered in a proceeding in equity or at law and an implied

covenant of good faith and fair dealing, and will entitle the Holders (as defined in the Indenture) thereof to the benefits of the Indenture.

The Securities conform in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure

Package, and the Prospectus.

(10)         Assuming

the due authorization, execution and delivery of the Base Indenture and the Supplemental Indenture by the Trustee, the Indenture constitutes

a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to (A) applicable

bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally

from time to time in effect, and (B) general principles of equity, regardless of whether considered in a proceeding in equity or

at law and an implied covenant of good faith and fair dealing. The Indenture conforms in all material respects to the description thereof

contained in the Registration Statement, the Pricing Disclosure Package, and the Prospectus. The terms, conditions and provisions of the

Securities as set forth in the Supplemental Indenture conform in all material respects to the description thereof contained in the Registration

Statement, the Pricing Disclosure Package, and the Prospectus.

(11)         The

Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended.

(12)         We

have reviewed the statements made by the Company under the caption “Supervision and Regulation,” appearing in the Company’s

Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”) and incorporated

by reference in one or more of the documents that were part of the Pricing Disclosure Package as of June 12, 2026 and in the Prospectus

as of June 12, 2026, and insofar as such statements constitute matters of law, summaries solely of legal matters, documents or legal

proceedings, or legal conclusions, they accurately summarize those matters of law, legal matters, documents or legal proceedings or legal

conclusions in all material respects.

(13)         The

statements set forth in the Pricing Disclosure Package and the Prospectus under the caption “Description of the Subordinated Notes”,

insofar as these statements constitute a summary of the terms of the Securities and the Indenture, are correct in all material respects.

(14)         The

statements set forth in the Pricing Disclosure Package and the Prospectus under the captions “Certain Material U.S. Federal Income

Tax Consequences” and “Certain ERISA Considerations,” insofar as they purport to constitute summaries of matters of

the U.S. Internal Revenue Code of 1986, as amended, and the U.S. Employee Retirement Income Security Act of 1974, as amended, and regulations

or legal conclusions with respect thereto, are correct in all material respects.

(15)         The

Company is not, and after giving effect to the application of proceeds from the offering of the Securities as contemplated in the Pricing

Disclosure Package and the Prospectus, will not be, an “investment company” or an entity “controlled” by an “investment

company” within the meaning of the Investment Company Act of 1940, as amended.

(16)         No

consent, approval, license, authorization or order of any court or governmental authority or agency of the United States or the States

of Delaware or New York is required in connection with the Company’s execution, delivery of, and performance of the obligations

by the Company under, the Underwriting Agreement, the Securities and the Indenture, including the issuance and sale of the Securities,

and the consummation of the transactions contemplated by the Underwriting Agreement and by the Prospectus, except (a) the registration

of the Securities as required under the Securities Act, and as may be required under state securities or “blue sky” laws as

to which we express no opinion, and (b) as otherwise have been obtained or made.

(17)         The

execution and delivery of the Underwriting Agreement and the Indenture by the Company, the issuance and sale of the Securities by the

Company, and the consummation of the transactions contemplated under the Underwriting Agreement and the Indenture, and the performance

of the obligations under the Underwriting Agreement and the Indenture by the Company will not result in a violation of any federal, New

York, or Delaware law or any provision of the Company’s Certificate of Incorporation or Bylaws.

(18)         None

of (A) the execution and delivery of the Underwriting Agreement by the Company and the performance of the obligations of the Company

thereunder, (B) the execution and delivery of the Indenture and the Securities by the Company and the performance by the Company

of its obligations thereunder or (C) the issuance and sale by the Company of the Securities will, whether with or without the giving

of notice or the passage of time or both, constitute a breach of, conflict with, or default or Repayment Event under, or result in the

creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or the Bank pursuant to any material

agreements and instruments filed as exhibits pursuant to Item 601(b)(10) of Regulation S-K promulgated under the Exchange Act to

the 2025 Form 10-K or the Company’s Current Reports on Form 8-K since the date of the 2025 Form 10-K (the “Material

Contracts” and each, a “Material Contract”), other than Repayment Events, breaches, defaults, liens, charges

or encumbrances that would not have 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 the Bank.

(19)         The

Registration Statement became effective pursuant to the Securities Act and regulations promulgated thereunder immediately upon filing

with the Commission. Any required filing of any prospectus relating to the Securities pursuant to Rule 424(b) has been made

in the manner and within the time period required by Rule 424(b). Any required filing of each Free Writing Prospectus pursuant to

Rule 433 has been made in the manner and within the period required by Rule 433(d). To our knowledge, no stop order suspending

the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings for that purpose have been

instituted or are pending or threatened by the Commission under the Securities Act.

(20)         The

Registration Statement, the Pricing Disclosure Package and the Prospectus, and any amendments and supplements thereto, as applicable,

as of the Applicable Time and as of the date that they were filed with the Commission (other than the financial statements and other financial

and statistical data included or incorporated by reference in the Registration Statement or the Prospectus, or omitted therefrom, as to

each of which we express no opinion), complied as to form in all material respects with the requirements of the Securities Act and the

rules and regulations of the Commission thereunder.

(21)         To

such counsel’s knowledge, and except as described in the Pricing Disclosure Package and the Prospectus, there are no legal or governmental

proceedings threatened against the Company, or pending to which the Company or any of its subsidiaries is a party or of which any property

of the Company or any of its subsidiaries is subject, which (A) are required to be disclosed in the Pricing Disclosure Package or

the Prospectus (other than as stated therein), (B) might reasonably be expected, to result in a Material Adverse Effect, except as

set forth in or contemplated in the Pricing Disclosure Package or the Prospectus, or (C) might reasonably be expected to materially

and adversely affect the consummation of any of the Underwriting Agreement or the Indenture or the transactions contemplated thereunder.

(22)         The

documents filed pursuant to the Exchange Act that are incorporated by reference into the Registration Statement, the Pricing Disclosure

Package and the Prospectus (other than the financial statements and other financial and statistical data included or incorporated by reference

in the Registration Statement or the Prospectus, or omitted therefrom, as to each of which we express no opinion), when they were filed

with the Commission, complied as to form in all material respects with the requirements of the Exchange Act and the rules and regulations

of the Commission thereunder.

Because the primary purpose

of our professional engagement was not to establish or confirm factual matters or financial, statistical or accounting matters, and because

of the wholly or partially non-legal character of many of the statements contained in the Registration Statement, the Pricing Disclosure

Package and the Prospectus, we are not passing upon and do not assume any responsibility for, nor have we independently verified, the

accuracy, completeness or fairness of the statements contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus,

except to the extent set forth in opinions 12, 13 and 14 in our legal opinion to the Underwriters dated June 17, 2026. In connection

with the preparation of the Registration Statement, the Pricing Disclosure Package and the Prospectus, we have participated in conferences

with representatives and counsel of the Underwriters and with certain officers and employees of, and counsel and independent certified

public accountants for, the Company, at which conferences the contents of the Registration Statement, the Pricing Disclosure Package,

the Prospectus and related matters were discussed.

In the course of our acting

as counsel to the Company, we have reviewed the Registration Statement, the Pricing Disclosure Package and the Prospectus. Based on our

review of the documents described above, our understanding of applicable law and the experience we have gained in our practice thereunder,

our reliance as to factual matters on certificates of officers and other factual representations by the Company, and to the extent of

our actual knowledge, we advise you that:

Nothing has come to our attention

that would lead us to believe that (A) the Registration Statement (including the documents incorporated by reference therein), as

of its effective date and each deemed effective date, or if an amendment to the Registration Statement or to any document incorporated

by reference therein has been filed by the Company with the Commission subsequent to the effectiveness of the Registration Statement,

then at the time of the most recent such filing, and at the date hereof, contained or contains any untrue statement of a material fact

or omitted or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading

(except for financial statements, including the notes and schedules thereto and the audit reports thereon, accounting data and other financial

information or assessments of or reports on the effectiveness of internal controls over financial reporting referred to, included or incorporated

by reference in, or omitted from, the Registration Statement, as to which we express no belief), (B) that the Prospectus (including

the documents incorporated by reference therein), as of its date or the date of this opinion, contained or contains any untrue statement

of a material fact or omitted or omits to state any material fact required to be stated therein or necessary to make the statements therein,

in the light of the circumstances under which they were made, not misleading (except for financial statements, including the notes and

schedules thereto and the audit reports thereon, accounting data and other financial information or assessments of or reports on the effectiveness

of internal controls over financial reporting referred to, included or incorporated by reference in, or omitted from, the Prospectus,

as to which we express no belief). In addition, nothing has come to our attention that would lead us to believe that the Pricing Disclosure

Package (including the documents incorporated by reference therein) (except for financial statements, including the notes and schedules

thereto and the audit reports thereon, accounting data and other financial information or assessments of or reports on the effectiveness

of internal controls over financial reporting referred to, included or incorporated by reference in, or omitted from, the Pricing Disclosure

Package, as to which we express no belief), as of the Applicable Time, contained any untrue statement of a material fact or omitted to

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

not misleading.

EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: tm2618148d1_ex4-1.htm · Sequence: 3

Exhibit 4.1

ENTERPRISE FINANCIAL SERVICES CORP,

a Delaware corporation,

as Issuer

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

as Trustee

SUBORDINATED INDENTURE

Dated as of June 17, 2026

Subordinated

Debt Securities

Reconciliation and tie to Trust Indenture Act of 1939, as

amended.

Trust Indenture Act Section

Indenture Section

Section 310

(a)(1)

607

(a)(2)

607

(a)(5)

607

(b)

604, 607

Section 311

(a)

604, 612

(b)

604, 612

(b)(2)

604, 612

Section 312

(a)

701, 702(1)

(b)

702(1)

(c)

702(2)

Section 313

(a)

703(1), 703(2)

(b)

703(1)

(c)

703(3)

(d)

703(3)

Section 314

(a)

704, 1005

(c)(1)

102

(c)(2)

102

(e)

102

Section 315

(a)

602

(b)

601

(c)

602

(d)

602

(e)

515

Section 316

(a)

104

(a)(1)(A)

512

(a)(1)(B)

513

(b)

508

(c)

104

Section 317

(a)(1)

505

(a)(2)

504

(b)

1003

Section 318

(a)

108

Note: This reconciliation and tie shall not, for

any purpose, be deemed to be a part of this Subordinated Indenture.

Table of Contents

Page

Article I 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., to Trustee and Company

Section 106.

Notice to Holders; Waiver

Section 107.

Language of Notices

Section 108.

Conflict With Trust Indenture Act

Section 109.

Effect of Headings and Table of Contents

Section 110.

Successors and Assigns

Section 111.

Separability Clause

Section 112.

Benefits Of Indenture

Section 113.

Governing Law

Section 114.

Legal Holidays

Section 115.

Jury Trial Waiver

Section 116.

U.S.A. Patriot Act

Section 117.

Consent to Jurisdiction

Article II SECURITIES FORMS

Section 201.

Forms Generally

Section 202.

Form of Trustee’s Certificate of Authentication

Section 203.

Securities In Global Form

Article III THE SECURITIES

Section 302.

Denominations

Section 303.

Execution, Authentication, Delivery and Dating

Section 304.

Temporary Securities

Section 305.

Registration, 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.

CUSIP Numbers

Article IV SATISFACTION AND DISCHARGE

Section 401.

Satisfaction and Discharge of Indenture

Section 402.

Application of Trust Money

Section 403.

Satisfaction, Discharge and Defeasance of Securities of Any Series

Article V REMEDIES

Section 501.

Event 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, Interest and Additional Amounts

Section 509.

Restoration of Rights and Remedies

Section 510.

Rights and Remedies Cumulative

Section 511.

Section 511. Delay or Omission Not Waiver

Section 512.

Section 512. Control By Holders

Section 513.

Section 513. Waiver of Past Defaults

Section 514.

Waiver of Stay or Extension Laws

Section 515.

Undertaking for Costs

Article VI THE TRUSTEE

Section 601.

Notice of Defaults

Section 602.

Certain Rights and Obligations 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; Conflicting Interests

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.

Preferential Collection of Claims Against Company.

Article VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 701.

Company to Furnish Trustee Names and Addresses of Holders

Section 702.

Preservation of Information; Communications to Holders

Section 703.

Reports By Trustee

Section 704.

Section 704. Reports By Company

Article VIII CONSOLIDATION, MERGER AND SALES

Section 801.

Company May Consolidate, Etc., Only on Certain Terms

Section 802.

Successor Corporation Substituted For Company

Article IX 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.

Section 906. Reference in Securities to Supplemental Indentures

Section 907.

Subordination Unimpaired

Article X COVENANTS

Section 1001.

Payment of Principal, Premium, if Any, and Interest

Section 1002.

Section Maintenance of Office or Agency

Section 1003.

Money For Securities Payments to Be Held in Trust

Section 1004.

Additional Amounts

Section 1005.

Statement As To Compliance; Notice of Certain Defaults

Section 1006.

Payment of Taxes and Other Claims

Section 1007.

Corporate Existence

Section 1008.

Waiver of Certain Covenants

Article XI 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 XII 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 XIII REPAYMENT AT THE OPTION OF HOLDERS

Section 1301.

Applicability of Article

Article XIV MEETINGS OF HOLDERS

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

Article XV SUBORDINATION

Section 1501.

Securities Subordinated to Senior Indebtedness

Section 1502.

Subrogation

Section 1503.

Obligation of Company Unconditional

Section 1504.

Payments on Securities Permitted

Section 1505.

Effectuation of Subordination By Trustee

Section 1506.

Knowledge of Trustee

Section 1507.

Trustee’s Relation to Senior Indebtedness

Section 1508.

Rights of Holders of Senior Indebtedness Not Impaired

Article XVI MISCELLANEOUS PROVISIONS

Section 1601.

Securities in Foreign Currencies

Section 1602.

Exemption from Individual Liability

SUBORDINATED INDENTURE, dated as of

June 17, 2026 (the “Indenture”), between ENTERPRISE FINANCIAL SERVICES CORP, a corporation duly organized and existing

under the laws of the State of Delaware (the “Company”), having its principal office at 150 North Meramec Avenue, Clayton,

Missouri 63105, and U.S. Bank Trust Company, National Association, having a corporate trust office at One Federal Street, Boston, Massachusetts

02110, as Trustee (the “Trustee”).

RECITALS

The Company has duly authorized the

execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured subordinated debentures, notes

or other evidences of indebtedness (the “Securities”), unlimited as to principal amount, to bear such rates of interest, to

mature at such time or times, to be issued in one or more series and to have such other provisions as shall be fixed as hereinafter provided.

The Company has duly authorized the

execution and delivery of this Indenture and all things necessary to make this Indenture a valid agreement of the Company, in accordance

with its terms, have been done.

This Indenture is subject to the provisions

of the Trust Indenture Act of 1939, as amended, that are required to be part of this Indenture and shall, to the extent applicable, be

governed by such provisions.

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 each other, the holders of Senior Indebtedness, and all Holders of the Securities or of series thereof, as follows:

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL

APPLICATION

Section 101.         Definitions.

For all purposes of this Indenture,

except as otherwise expressly provided or unless the context otherwise requires:

(1) the terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular;

(2) all other terms used herein that are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings

assigned to them therein;

(3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting

principles and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect

to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted at the date of such

computation;

(4) the words “herein,” “hereof,” “hereto” 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;

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(5) the word “or” is not exclusive;

(6) all words in the singular include the plural and all words in the plural include the singular; and

(7) the word “including” means “including without limitations.”

Certain terms which are used principally in certain Articles

hereof are defined in those Articles.

“Act” when used with respect to any

Holders, has the meaning specified in Section 104.

“Additional Amounts” means any additional amounts which are

required hereby or by any Security, under circumstances specified herein or therein, to be paid by the Company in respect of certain

taxes imposed on Holders specified therein and which 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. The terms “controlling” and “controlled” have the meanings correlative to the foregoing.

“Agent” means any Security

Registrar, Paying Agent, Authenticating Agent or Depository custodian.

“Applicable

Procedures” means, with respect to any payment, tender, redemption, transfer or exchange of or for beneficial interests in any Global

Note, the rules and procedures of the Depository, Euroclear and Clearstream that apply to such payment, tender, redemption, transfer

or exchange.

“Authenticating Agent” means

any Person authorized by the Trustee pursuant to Section 611 to act on behalf of the Trustee to authenticate Securities of one or

more series.

“Authorized Newspaper” means

a newspaper, in an official language of the country of publication or in the English language, customarily published on each Business

Day, whether or not published on Legal Holidays, and of general circulation in each place in connection with which the term is used or

in the financial community of each such place. Where successive publications are required to be made in Authorized Newspapers, the successive

publications may be made in the same or in different newspapers in the same city meeting the foregoing requirements and in each case on

any Business Day.

“Bank” means:

(i) any institution organized under the laws of the United States, any State of the United States, the District of Columbia, any territory

of the United States, Puerto Rico, Guam, American Samoa or the Virgin Islands which

(a) accepts deposits that the depositor has a legal right to withdraw on demand, and

(b) engages in the business of making commercial loans, or

(ii) any trust company organized under any of the foregoing laws.

“Board of Directors” means

the board of directors of the Company or any committee of that board duly authorized to act for the Company hereunder.

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“Board Resolution” means

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 any duly authorized committee thereof, and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Business Day” except as

may otherwise be provided herein or in any Security, means when used with respect to any Place of Payment, any day, other than a Saturday

or a Sunday, that is neither a Legal Holiday nor a day on which the Trustee or banking institutions are authorized or required by law,

regulation or executive order to close in that Place of Payment.

“Capital Stock” means, as

to shares of a particular corporation, outstanding shares of stock of any class whether now or hereafter authorized, irrespective of whether

such class shall be limited to a fixed sum or percentage in respect of the rights of the holders thereof to participate in dividends and

in the distribution of assets upon the voluntary liquidation, dissolution or winding up of such corporation.

“Clearstream” means Clearstream Banking S.A.

and any successor thereto.

“Commission” means the Securities

and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934 or, if at any time after

the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture

Act, then the body performing such duties at such time.

“Common Stock” means all

shares now or hereafter authorized of the class of common stock of the Company presently authorized and stock of any other class into

which such shares may hereafter have been changed.

“Company” means the Person

named as the “Company” in the first paragraph of this instrument until a successor corporation shall have become such pursuant

to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor corporation, and any other

obligor upon the Securities.

“Company Request” and “Company

Order” mean a written request or order, as the case may be, signed in the name of the Company by the Chairman of the Board of Directors,

the President or a Vice President, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company, and

delivered to the Trustee.

“Corporate Trust Office”

means the office of the Trustee, at which at any particular time its corporate trust business for purposes of this Indenture shall be

administered, which office at the date of original execution of this Indenture is located at One Federal Street, Boston, MA 02110, Attention:

Enterprise Financial Services Corp Administrator, or such other address as to which the Trustee may give notice to the Company.

“Corporation” includes corporations, associations,

limited liability companies and business trusts. “Defaulted Interest” has the meaning specified in Section 307.

“Depository Custodian” means

the Trustee as custodian with respect to the Global Notes or any successor entity thereto.

“Dollars” or “$”

means a dollar or other equivalent unit in the currency of the United States, except as may otherwise be provided herein or in any Security.

“Euroclear” means Euroclear

Bank, S.A./N.V., as operator of the Euroclear Clearance System, and any successor thereto.

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“Event of Default” has the meaning specified

in Section 501.

“Federal Reserve” means

the Board of Governors of the Federal Reserve System or its delegee, and any successors thereto.

“Government Obligations”

with respect to any Securities unless otherwise specified herein or therein, means:

(i) direct obligations of the United States of America or the government or governments which issued the currency, currency unit or composite

currency in which any Securities are payable, for the payment of which its full faith and credit is pledged; or

(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 or governments which issued the currency, currency unit or composite currency in which such Securities are payable, the

full and timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America or

such other government or governments, which, in either case, are not callable or redeemable at the option of the issuer or issuers 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” in the case of

any Registered Security, means the Person in whose name such 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 with respect to any Security shall include the terms of such 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 which relate solely to other series of Securities

for which such Person is 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.

“Independent Public Accountants”

means accountants or a firm of accountants that are independent public accountants with respect to the Company within the meaning of the

Securities Act of 1933, as amended, and the rules and regulations promulgated by the Commission thereunder who may be the registered

independent public accountants regularly retained by the Company or who may be other registered independent public accountants.

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“Interest” with respect

to any Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity and,

with respect to any Security which provides for the payment of Additional Amounts pursuant to Section 1004, includes such Additional

Amounts.

“Interest Payment Date”

with respect to any Security, means the Stated Maturity of an installment of interest on such Security.

“Legal Holiday” except as

otherwise may be provided herein or in any Securities, with respect to any Place of Payment or other location, means a Saturday, a Sunday

or a day on which banking institutions or trust companies in such Place of Payment or other location are not authorized or obligated to

be open.

“Maturity” with respect

to any Security, means 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 or otherwise.

“NASDAQ” means the NASDAQ Global Select Market

and any successors thereto.

“Officer’s Certificate”

means a certificate signed by the Chairman of the Board, the President, the Chief Executive Officer, the Chief Financial Officer, a Vice

President, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company, and delivered to the Trustee.

“Opinion of Counsel” except

as otherwise provided herein or in any Security, means a written opinion of counsel, who may be an employee of or counsel for the Company

or other counsel who shall be reasonably acceptable to the Trustee.

“Original Issue Discount Security”

means a Security issued pursuant to this Indenture which provides for declaration of an amount less than the principal thereof to be due

and payable upon acceleration pursuant to Section 502.

“Outstanding” with respect

to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except:

(i) Securities theretofore cancelled by the Trustee or the Security Registrar or delivered to the Trustee or the Security Registrar for

cancellation;

(ii) Securities, or portions thereof for whose payment or redemption or repayment at the option of the Holder 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 provision therefor satisfactory to the

Trustee has been made;

(iii) Securities, except to the extent provided in Section 403, with respect to which the Company has effected defeasance and/or covenant

defeasance pursuant to Section 403 hereof; and

(iv) Securities which 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 it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of

the Company; provided, however, that in determining whether the Holders of the requisite principal amount of Outstanding Securities have

given any request, demand, authorization, direction, notice, consent or waiver hereunder or are present at a meeting of Holders of Securities

for quorum purposes and for purposes of making the calculations required by Section 313 of the Trust Indenture Act,

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(v) 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 purposes shall be equal to the amount of the principal thereof that pursuant to the terms of

such Original Issue Discount Security would be declared (or shall have been declared to be) due and payable upon a declaration of acceleration

pursuant to Section 502 at the time of such determination or calculation;

(vi) the principal amount of any Security denominated other than in Dollars 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 by the Company 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 (i) above) of such Security;

and

(vii) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or such other obligor, shall

be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in making any such

calculation or relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which a Responsible

Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities so owned which 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 such other obligor.

“Paying Agent” means any

Person authorized by the Company to pay the principal of (and premium, if any) or interest on any Security on behalf of the Company.

“Person” means any individual,

corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency

or political subdivision thereof.

“Place of Payment” with

respect to any Security, means the place or places where the principal of (and premium, if any) and interest on the Securities of that

series are payable as specified in or pursuant to Section 301(8) or Section 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 lost, destroyed, mutilated or stolen Security shall be deemed to evidence the same debt as the lost, destroyed, mutilated

or stolen Security.

“Principal Subsidiary Bank”

means (i) any Subsidiary Bank the consolidated assets of which as set forth in the most recent statement of condition of such Bank

constitute 40% or more of the Company’s consolidated assets as determined from the most recent quarterly balance sheet of the Company

or (ii) any Subsidiary Bank designated as a Principal Subsidiary Bank by the Board of Directors, provided that if the Federal

Reserve notifies the Company that any Subsidiary Bank that is a Principal Subsidiary Bank applying the tests in clause (i) or (ii) above

does not qualify as a “major subsidiary depository institution” within the requirements of the Federal Reserve’s risk-based

capital guidelines or regulations applicable to bank holding companies, such Subsidiary Bank will not be a Principal Subsidiary Bank from

and after the time the Company receives from the Federal Reserve such a notice.

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“Redemption Date” with respect

to any Security or portion thereof to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture.

“Redemption Price” with

respect to any Security or portion thereof to be redeemed, means the price at which it is to be redeemed as determined by or pursuant

to the provisions of this Indenture.

“Registered Security” means

any Security established pursuant to Section 201 which is registered and the transfer or exchange thereof is registrable in the Security

“Regular Record Date” for

the interest payable on any Registered Security on any Interest Payment Date therefor means the date, if any, specified in such Security

as the “Regular Record Date.”

“Responsible Officer” when

used with respect to the Trustee, means any officer of the Trustee in its Corporate Trust Office who at the time shall have direct responsibility

for the administration of this Indenture and also means, with respect to a particular corporate trust matter, any other officer to whom

such matter is referred because of his or her knowledge of and familiarity with the particular subject.

“Security” or “Securities”

means any Security or Securities, as the case may be, 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 any series as to which such Person is

not Trustee.

“Security Register” and “Security Registrar”

have the respective meanings specified in Section 305.

“Senior Indebtedness” means:

(i) the principal and any premium or interest for money borrowed or purchased by the Company, including but not limited to indebtedness

evidenced by bonds, debentures, notes or similar instruments;

(ii) an obligation arising from off-balance sheet guarantees and direct credit substitutes;

(iii) reimbursement obligations with respect to letters of credit, bankers’ acceptances or similar facilities;

(iv) obligations issued or assumed as the deferred purchase price of property or services (but excluding trade accounts payable or accrued

liabilities arising in the ordinary course of business);

(v) capital lease obligations;

(vi) any obligations associated with derivative products including but not limited to securities contracts, foreign currency exchange contracts,

swap agreements (including interest rate and foreign exchange rate swap agreements), cap agreements, floor agreements, collar agreements,

interest rate agreements, foreign exchange rate agreements, options, commodity futures contracts, commodity option contracts and similar

financial instruments;

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(vii) debt of others described in the preceding clauses that the Company has guaranteed or for which we are otherwise liable or that are

secured by any lien on any of the Company’s property or assets; and

(viii) obligations to general creditors, in each case, whether outstanding on the date this Indenture becomes effective, or created, assumed

or incurred after that date, unless in the instrument creating or evidencing any such indebtedness or obligation, or pursuant to which

the same is outstanding, it is provided that such indebtedness or obligation is not superior in right of payment to the Securities or

to other debt that is pari passu with or subordinate to the Securities.

Senior Indebtedness excludes any:

(i) trade accounts payables arising in the ordinary course of the Company’s business, which will rank equally in right of payment

and upon liquidation with the Securities;

(ii) any indebtedness of the Company that when incurred and without respect to any election under Section 1111(b) of the United

States Bankruptcy Code of 1978, as amended, was without recourse to the Company;

(iii) [Reserved];

(iv) any indebtedness to an employee of the Company;

(v) other Securities issued pursuant to the Indenture, except if such Securities are not, or no longer are, subject to the subordination

provision of such Indenture; or

(vi) indebtedness that expressly states that it is junior to, or ranks equally in right of payment with, the Securities.

“Special Record Date” for

the payment of any Defaulted Interest on any registered Security means a date fixed by the Company pursuant to Section 307.

“Stated Maturity” with respect

to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security representing such

installment of interest as the fixed date on which the principal of such Security or such installment of principal or interest is due

and payable.

“Subsidiary”

means any corporation of which at the time of determination the Company and/or one or more Subsidiaries owns or controls directly or indirectly

more than 50% of the shares of Voting Stock.

“Subsidiary Bank” means any Subsidiary which

is a Bank.

“Trust Indenture Act” means

the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed, except as provided in Section 905;

provided, however, that in the event the Trust Indenture Act is amended after such date, “Trust Indenture Act” means, with

respect to the Securities of any series issued after such date, the Trust Indenture Act as so amended.

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“Trustee” means the Person

named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such with respect

to one or more series of Securities pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall

mean each Person who is then a Trustee hereunder; provided, however, that if at any time there is more than one such Person, “Trustee”

shall mean each such Person and as used with respect to the Securities of any series shall mean the Trustee with respect to the Securities

of that series.

“United States” except as

otherwise provided herein or in any Security, means the United States of America (including the States and the District of Columbia),

its territories and possessions and other areas subject to its jurisdiction.

“United States Alien” except

as otherwise provided herein or in any Security, means any Person who, for United States Federal income tax purposes, is a foreign corporation,

a non-resident alien individual, a non-resident alien fiduciary of a foreign estate or trust, or a foreign partnership one or more of

the members of which is, for United States Federal income tax purposes, a foreign corporation, a non-resident alien individual or a non-resident

alien fiduciary of a foreign estate or trust.

“U.S. Depository” or “Depository”

means, with respect to any Security issuable or issued in the form of one or more global Securities, the Person designated as U.S. Depository

by the Company pursuant to Section 301, which must be a clearing agency registered under the Securities Exchange Act of 1934, as

amended, and, if so provided pursuant to Section 301 with respect to any Security, any successor to such Person. If at any time there

is more than one such Person, “U.S. Depository” or “Depository” shall mean, with respect to any Securities, the

qualifying entity which has been appointed with respect to such Securities.

“Vice President” with respect

to the Company or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after

the title “Vice President.”

“Voting Stock” means stock

of a corporation of the class or classes having general voting power under ordinary circumstances to elect at least a majority of the

board of directors, managers or trustees of such corporation provided that, for the purposes hereof, stock which carries only the right

to vote conditionally on the happening of an event shall not be considered voting stock whether or not such event shall have happened.

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 Officer’s

Certificate stating that all conditions precedent, if any, provided for in this Indenture 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 or any of them is specifically

required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need

be furnished.

Every certificate or opinion with respect

to compliance with a condition or covenant provided for in this Indenture and in any applicable Security (except Section 1005) shall

include:

(1) a statement that the individual signing such certificate or opinion has read such condition or covenant and the definitions herein

and in any applicable Security relating thereto;

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in

such certificate or opinion are based;

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(3) a statement that, in the opinion of 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

(4) a statement as to whether, in the opinion of 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 with respect to some matters and one or more other such Persons as to other matters, and any such Person

may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an officer

of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel,

unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with

respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel may be

based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the

Company stating that the information with respect to such factual matters is in the possession of the Company unless such counsel knows,

or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are

erroneous.

Where any Person is required to make,

give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture

or any Security, they may, but need not, be consolidated and form one instrument.

Section 104.         Acts

of Holders.

Any request, demand, authorization,

direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced

by one or more instruments of substantially similar tenor signed by such Holders in person or by agent 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 and 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 315

of the Trust Indenture Act) 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.

Without limiting the generality of this

Section 104, unless otherwise established in or pursuant to a Board Resolution or set forth or determined in an Officer’s Certificate,

or established in one or more indentures supplemental hereto, pursuant to Section 301, a Holder, including a U.S. Depository that

is a Holder of a global Security, may make, give or take, by a proxy, or proxies, duly appointed in writing, any request, demand, authorization,

direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and a U.S. Depository

that is a Holder of a global Security may provide its proxy or proxies to the beneficial owners of interests in any such global Security

through such U.S. Depository’s standing instructions and customary practices.

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The Trustee may fix a record date, which

shall be not more than 30 days prior to the first solicitation of Holders, for the purpose of determining the Persons who are beneficial

owners of interests in any permanent global Security held by a U.S. Depository entitled under the procedures of such U.S. Depository to

make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver

or other action provided in this Indenture to be made, given or taken by Holders to the Trustee. If such a record date is fixed, the Holders

on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such request,

demand, authorization, direction, notice, consent, waiver or other action, whether or not such Holders remain Holders after such record

date. No such request, demand, authorization, direction, notice, consent, waiver or other action shall be valid or effective if made,

given or taken more than 90 days after such record date.

The fact and date of the execution by

any Person of any such instrument or writing may be proved in any reasonable manner which the Trustee deems sufficient and in accordance

with such reasonable rules as the Trustee may determine; and the Trustee may in any instance require further proof with respect to

any of the matters referred to in this Section.

The ownership,

principal amount and serial numbers of Registered Securities held by any Person, and the date of the commencement and the date of termination

of holding the same, shall be proved by the Security Register.

If the Company shall solicit from the

Holders of any Registered Securities any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company

may at their option, by Board Resolutions, fix in advance a record date, which shall be not more than 30 days prior to the first solicitation

of such Holders, for the determination of Holders of Registered Securities entitled to give such request, demand, authorization, direction,

notice, consent, waiver or other Act, but the Company shall have no obligation to do so. 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 Registered Securities 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 deemed effective

unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date.

Any request, demand, authorization,

direction, notice, consent, waiver or other action by 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 or suffered to be done by the Trustee, any Security Registrar, any Paying Agent or the Company in reliance thereon, whether

or not notation of such action is made upon such Security.

Section 105.         Notices,

Etc., to Trustee and Company.

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,

(1) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in

writing to or with the Trustee at its Corporate Trust Office; or

(2) 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 mailed, first-class postage prepaid, or overnight courier guaranteeing next day delivery, to the Company addressed to

the attention of its Treasurer 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 a Responsible Officer of the Trustee by the Company.

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Section 106.         Notice

to Holders; Waiver.

Except as otherwise expressly provided

herein or in any Security, where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given to

Holders of Registered Securities if in writing and mailed, first-class postage prepaid, to each Holder of a Registered Security affected

by such event, at his 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.

In any case where notice to Holders

of Registered Securities is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular

Holder of a Registered Security shall affect the sufficiency of such notice with respect to other Holders of Registered Securities. Any

notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given or provided. In the case by

reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail,

then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose

hereunder.

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.

Notwithstanding any other provision

of this Indenture or any Security, where this Indenture or any global 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 the Depository (or its designee) pursuant to the standing instructions from the Depository or its designee, including by electronic

mail in accordance with Applicable Procedures.

Section 107.         Language

of Notices.

Any request, demand, authorization,

direction, notice, consent, election or waiver required or permitted under this Indenture shall be in the English language, except that,

if the Company so elects, any published notice may be in an official language of the country of publication.

Section 108.         Conflict

With Trust Indenture Act.

If any provision hereof limits, qualifies

or conflicts with the duties imposed pursuant to Section 318(c) of the Trust Indenture Act, such imposed duties shall control.

Section 109.         Effect

of Headings and Table of Contents.

The Article and Section headings

herein, the Trust Indenture Act reconciliation and tie, and the Table of Contents are for convenience only and shall not affect the construction

hereof.

Section 110.         Successors

and Assigns.

All covenants and agreements in this

Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

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Section 111.         Separability

Clause.

In case any provision in this Indenture,

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 112.         Benefits

Of Indenture.

Nothing in this Indenture or any Security,

express or implied, shall give to any Person, other than the parties hereto, any Security Registrar, any Paying Agent and their successors

hereunder, the Holders of Securities and holders of Senior Indebtedness, any benefit or any legal or equitable right, remedy or claim

under this Indenture.

Section 113.         Governing

Law.

This Indenture and the Securities shall

be governed by and construed in accordance with the laws of the State of New York applicable to agreements made or instruments entered

into and, in each case, performed in said state.

Section 114.         Legal

Holidays.

In any case where any Interest Payment

Date, Redemption Date or Stated Maturity of any Security is not a Business Day at any Place of Payment, then (notwithstanding any other

provision of this Indenture, any Security other than a provision in any Security that specifically states that such provision shall apply

in lieu of this Section) payment of interest or any Additional Amounts or principal (and premium, if any) 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 or Redemption Date, or at the Stated Maturity and no interest shall accrue on the amount so payable

for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be.

Section 115.         Jury

Trial Waiver.

EACH OF THE COMPANY AND THE TRUSTEE

HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING

ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 116.         U.S.A.

Patriot Act.

The Company acknowledges that in accordance

with Section 326 of 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 117.         Consent

to Jurisdiction

The parties hereby (i) irrevocably

submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan, the city of New York, (ii) waive

any objection to 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.

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ARTICLE II

SECURITIES FORMS

Section 201.         Forms

Generally.

Each Registered Security and temporary

global Security issued pursuant to this Indenture shall be in the form established by or pursuant to a Board Resolution or in one or more

indentures supplemental hereto, shall have 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 and such legends

or endorsements placed thereon as may, consistently herewith, be determined by the officers executing such Security, as evidenced by their

execution of such Security.

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 referred to in the within-mentioned Indenture.

Dated: U.S. Bank Trust Company, National Association, as Trustee

By:

Authorized Signatory

Section 203.         Securities

In Global Form.

If Securities of a series are issuable

in global form, any such Security may provide that it shall represent the aggregate amount of Outstanding Securities of such series from

time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time

to time be increased or reduced to reflect exchanges pursuant to a schedule thereto. Any endorsement of any Security in global form to

reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities represented

thereby shall be made in such manner and by such Person or Persons as shall be specified therein, pursuant to Applicable Procedures, or

in the Company Order to be delivered pursuant to Section 303 or 304 with respect thereto. 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 instructions given by the Person or Persons specified therein, pursuant to Applicable Procedures, or in the applicable Company Order.

The provisions of the immediately preceding

sentence 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 immediately preceding sentence.

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Notwithstanding the provisions of Section 307,

unless otherwise specified as contemplated by Section 301, payment of principal of and any premium and interest on any Security in

permanent global form shall be made to the Person or Persons specified therein.

Notwithstanding the provisions of Section 309 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, the Holder of such permanent global Security in registered form. The Company, the Trustee, and each Agent shall have

no responsibility for any actions taken or not taken by the Depository. Subject to Section 301(20), the Company initially appoints

the Trustee to act as the Registrar and Paying Agent and to act as Depository custodian with respect to any global Securities unless provided

otherwise with respect to such series. The Trustee and each Agent are hereby authorized to act in accordance with Applicable Procedures.

ARTICLE III

THE SECURITIES

Section 301. Amount Unlimited; Issuable in Series.

The aggregate principal amount of Securities

which may be authenticated and delivered under this Indenture is unlimited. The Securities shall be subordinated in right of payment to

Senior Indebtedness as provided in Article XV.

The Securities may be issued in one

or more series. There shall be established in or pursuant to one or more Board Resolutions, and set forth in an Officer’s Certificate,

or established in one or more indentures supplemental hereto,

(1) the title of the Securities and the series in which such Securities shall be included;

(2) any limit upon the aggregate principal amount of the Securities of such title or the Securities of such series which may be authenticated

and delivered under this Indenture (except for Securities authenticated and delivered upon registration or transfer of, or in exchange

for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906, 1107 or 1502 or the terms of such Securities);

(3) whether Securities of the series are to be issuable as Registered Securities;

(4) whether any Securities of the series are to be issuable initially or otherwise in global form and, if so,

(i) whether beneficial owners of interests in any such global Security may exchange such interest 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 specified in Section 305;

(ii) the name of the depository or the U.S. Depository, as the case may be, with respect to any global security; and

(iii) the manner in which interest payable on a global security will be paid;

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(5) the date as of which any global Security representing Outstanding Securities of the series shall be dated if other than the date of

original issuance of the first Security of the series to be issued;

(6) the date or dates, or the method, if any, by which such date or dates shall be determined, on which the principal of such Securities

is payable;

(7) the rate or rates at which such Securities shall bear interest, if any, or the method, if any, by which such rate or rates are to

be determined, the date or dates, if any, from which such interest shall accrue or the method, if any, by which such date or dates are

to be determined, the Interest Payment Dates, if any, on which such interest shall be payable and the Regular Record Date, if any, for

the interest payable on Registered Securities on any Interest Payment Date, whether and under what circumstances Additional Amounts on

such Securities or any of them shall be payable, and the basis upon which interest shall be calculated if other than that of a 360-day

year of twelve 30-day months;

(8) the Place of Payment, if any, in addition to or other than the Corporate Trust Office, of such Securities, any Registered Securities

of the series may be surrendered for registration of transfer, Securities of the series may be surrendered for exchange and notices or

demands to or upon the Company in respect of the Securities of the series and this Indenture may be served;

(9) whether the Securities of the series or any of them are to be redeemable at the option of the Company and, if so, the period or periods

within which, the price or prices at which and the other terms and conditions upon which such Securities may be redeemed, in whole or

in part, at the option of the Company;

(10) whether the Company is obligated to redeem or purchase Securities of the series or any of them pursuant to any sinking fund or at

the option of any Holder thereof and, if so, the period or periods within which, the price or prices at which and the other terms and

conditions upon which such Securities shall be redeemed or purchased, in whole or in part, pursuant to such obligation, and any provisions

for the remarketing of the Securities of the series so redeemed or purchased;

(11) the denominations in which Registered Securities of the series, if any, shall be issuable if other than denominations of $1,000 and

any integral multiple thereof;

(12) if other than the principal amount thereof, the portion of the principal amount of the Securities of the series or any of them which

shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502 or the method by which such portion

is to be determined;

(13) if other than Dollars at the time of payment is legal tender for payment of public or private debts, the currency, composite currencies

or currency unit or units in which payment of the principal of (and premium, if any) or interest, if any, on or any Additional Amounts

in respect of the Securities of the series or any of them shall be payable;

(14) if the principal of (and premium, if any) or interest, if any, on or any Additional Amounts in respect of the Securities of the series

or any of them are to be payable, at the election of the Company or a Holder thereof, in a currency, composite currencies or currency

unit or units other than that in which the Securities of the series or any of them are stated to be payable, the period or periods within

which, and the terms and conditions upon which, such election may be made;

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(15) whether the amount of payments of principal of (and premium, if any) or interest (including Additional Amounts), if any, on the Securities

of 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, if so,

the terms and conditions upon which and the manner in which such amounts shall be determined and paid or payable;

(16) whether the principal of (and premium, if any) or interest (including Additional Amounts), if any, on the Securities of the series

are to be payable, at the election of the Company or any Holder thereof or otherwise, in a currency or currencies, currency unit or units

or composite currency or currencies other than that in which such Securities or any of them are denominated or stated to be payable, the

period or periods within which, and the other terms and conditions upon which, such election, if any, may be made, and the time and manner

of determining the exchange rate between the currency or currencies, currency unit or units or composite currency or currencies in which

such Securities or any of them 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 or any of them are to be so payable;

(17) any deletions from, modifications of or additions to the Events of Default or covenants of the Company with respect to the Securities

of the series or any of them, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants

set forth herein;

(18) the applicability, if any, of Section 403 to the Securities of the series and any provisions in modification of, in addition

to or in lieu of any of the provisions of Section 403;

(19) if the Securities of the 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 terms of such certificates, documents or conditions;

(20) if there is more than one Trustee, the identity of the Trustee and, if not the Trustee, the identity of each Security Registrar, Paying

Agent and/or Authenticating Agent with respect to the Securities of the series;

(21) whether any of the Securities of a series shall be issued as Original Issue Discount Securities; and

(22) any other terms of the Securities of the series or any of them (which terms shall not be inconsistent with the provisions of this

Indenture).

All Securities of any one series shall

be substantially identical except as to denomination and the rate or rates of interest, if any, and Stated Maturity, the date from which

interest, if any, shall accrue and except as may otherwise be provided by the Company in or pursuant to one or more Board Resolutions

and set forth in such Officer’s Certificate or in any indenture or indentures supplemental hereto pertaining to such series of Securities.

All Securities of any one series need not be issued at the same time and, unless otherwise so provided by the Company, a series may be

reopened for issuances of additional Securities of such series.

If any of the terms of the Securities

of any series were established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee

at or prior to the delivery of the Officer’s Certificate setting forth the terms of such series. No Officer’s Certificate

shall change the Trustee’s own rights, duties or immunities under this Indenture or with respect to any series of Securities, except

as the Trustee may agree in writing or by acting hereunder.

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Section 302.         Denominations.

Unless otherwise established with respect

to any Securities pursuant to Section 301, the Registered Securities of each series, if any, denominated in Dollars shall be issuable

in registered form without coupons in minimum denominations of $1,000 and any integral multiple thereof. Securities not denominated in

Dollars shall be issuable in such denominations as are established with respect to such Securities pursuant to Section 301.

Section 303.         Execution,

Authentication, Delivery and Dating.

The Securities shall be executed on

behalf of the Company by its Chairman of the Board, its President or one of its Vice Presidents. The signature of any of these officers

on the Securities may be manual or facsimile.

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, and, provided that the Board Resolution or Resolutions and Officer’s Certificate or supplemental indenture or

indentures with respect to such Securities referred to in Section 301 and a Company Order for the authentication and delivery of

such Securities, has been delivered to the Trustee, the Trustee in accordance with the Company Order and subject to the provisions hereof

of such Securities shall authenticate and deliver such Securities. In authenticating such Securities, and accepting the additional responsibilities

under this Indenture in relation to such Securities; the Trustee shall be entitled to receive, and (subject to Sections 315(a) through

315(b) of the Trust Indenture Act) shall be fully protected in relying upon,

(1) an Opinion of Counsel stating, to the effect

(a) that the form or forms and terms of such Securities, if any, have been established in conformity with the provisions of this Indenture;

(b) that all conditions precedent to the authentication and delivery of such Securities have been complied with and that such Securities,

when completed by appropriate insertion and executed and delivered by the Company to the Trustee for authentication pursuant to this Indenture,

and authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such

Opinion of Counsel, this Indenture and such Securities will constitute legally valid and binding obligations of the Company, enforceable

against the Company in accordance with their terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer

or other similar laws affecting the enforcement of creditors’ rights generally, and subject to general principles of equity (regardless

of whether enforcement is sought in a proceeding in equity or at law) and will entitle the Holders thereof to the benefits of the Indenture;

such Opinion of Counsel need express no opinion as to the availability of equitable remedies; and

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(2) an Officer’s Certificate pursuant to Section 102 and also stating that, to the knowledge of the Person executing such certificate,

no Event of Default with respect to any of the Securities shall have occurred and be continuing.

The Trustee shall not be required to

authenticate or to cause an Authenticating Agent to authenticate any Securities if the issue of such Securities pursuant to this Indenture

will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which

is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully

be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders.

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 in Section 202 or 611 executed by or on behalf of the Trustee by the manual signature of one

of its authorized officers, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security

has been duly authenticated and delivered hereunder.

Section 304.         Temporary

Securities.

Pending the preparation of definitive

Securities of any series, the Company may execute and deliver to the Trustee and, upon Company Order the Trustee shall authenticate and

deliver, in the manner provided in Section 303, temporary Securities of such series which 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 the provisions thereof, if temporary Securities of any series are issued,

the Company shall cause definitive Securities of such series to be prepared without unreasonable delay. After the preparation of definitive

Securities of any series, the temporary Securities of such series, if any, shall be exchangeable upon request for definitive Securities

of such series containing identical terms and provisions upon surrender of the temporary Securities of such series at an office or agency

of the Company maintained for such purpose pursuant to Section 1002, without charge to any 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 authorized denominations of the same series containing identical terms and

provisions. Unless otherwise specified as contemplated by Section 301 with respect to a temporary global Security, 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.

Section 305.         Registration,

Transfer and Exchange.

With respect to the Registered Securities

of each series, if any, the Company shall cause to be kept, at an office or agency of the Company maintained pursuant to Section 1002

(the “Security Registrar”), a register (each such register being herein sometimes referred to as the “Security Register”)

in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of the Registered

Securities of each series and of transfers of the Registered Securities of such series. In the event that the Trustee shall not be the

Security Registrar, it shall have the right to examine the Security Register at all reasonable times. The Trustee is hereby initially

appointed as Security Registrar for each series of Securities. In the event that the Trustee shall cease to be Security Registrar with

respect to a series of Securities, the Trustee shall have the right to examine the Security Register for such series at all reasonable

times.

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Upon surrender for registration of transfer

of any Registered Security of any series at any office or agency of the Company maintained for such series pursuant to Section 1002,

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, of a like aggregate principal amount bearing a number

not contemporaneously outstanding and containing identical terms and provisions.

At the option of the Holder, Registered

Securities of any series may be exchanged for other Registered Securities of the same series containing identical terms and provisions,

in any authorized denominations, and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at any such

office or agency. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall

authenticate and deliver, the Registered Securities which the Holder making the exchange is entitled to receive.

Notwithstanding the foregoing, except

as otherwise specified as contemplated by Section 301, any global Security of any series shall be exchangeable for definitive Securities

of such series only if

(i) the Securities Depository is at any time unwilling or unable or ineligible to continue as Securities Depository and a successor depository

is not appointed by the Company within 90 days of the date the Company is so notified in writing;

(ii) the Company executes and delivers to the Trustee a Company Order to the effect that such global Security shall be so exchangeable;

(iii) an Event of Default has occurred and is continuing with respect to the Securities and the Registrar has received a written request

from the U.S. Depository to issue definitive securities.

If the beneficial owners of interests

in a global Security are entitled to exchange such interests for definitive Securities of such series and of like tenor and principal

amount of any authorized form and denomination, as specified as contemplated by Section 301, then without unnecessary delay but in

any event not later than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee definitive

Securities of that series in aggregate principal amount equal to the principal amount of such global Security, executed by the Company.

On or after the earliest date on which such interests may be so exchanged, such global Security shall be surrendered from time to time

by the U.S. Depository or such other depository as shall be specified in the Company Order with respect thereto, and in accordance with

instructions given to the Trustee and the U.S. Depository or such other depository, as the case may be (which instructions shall be in

writing but need not comply with Section 102 or be accompanied by an Opinion of Counsel), as shall be specified in the Company Order

with respect thereto to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or in part, for definitive

Securities of the same series without charge.

The Trustee shall authenticate and make

available for delivery, in exchange for each portion of such surrendered global Security, a like aggregate principal amount of definitive

Securities of the same series of authorized denominations and of like tenor as the portion of such global Security to be exchanged which

shall be in the form of Registered Securities, or any combination thereof, as shall be specified by the U.S. Depository. However, no such

exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities of such series to

be redeemed and ending on the relevant Redemption Date. Promptly following any such exchange in part, such global Security shall be disposed

of by the Trustee in accordance with its procedures for the disposition of cancelled securities in effect as of the date of such disposition.

If a Registered Security is issued in exchange for any portion of a global Security after the close of business at the office or agency

where such exchange occurs on

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(iv) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date; or

(v) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of interest

or Defaulted Interest.

Interest 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 global Security

is payable in accordance with the provisions of this Indenture.

All Securities endorsed thereon issued

upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company evidencing the same debt, and

entitling the Holders thereof to the same benefits under this Indenture as the 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

for such series of Security presented) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to

the Company and such 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, exchange or redemption 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 Section 304, 306, 906 or 1107 not involving any transfer.

Except as otherwise specified as contemplated by Section 301,

the Company shall not be required

(vi) to issue, register the transfer of or exchange any Securities of any series during a period beginning at the opening of business 15

days before the day of the selection for redemption of Securities of such series under Section 1103 and ending at the close of business

on the day of such selection; or

(vii) 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 Security to be redeemed in part, the portion thereof not to be redeemed; or

(viii) to issue, register the transfer of or exchange any Security which, in accordance with its terms specified as contemplated by Section 301,

has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not to be repaid.

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Section 306.         Mutilated,

Destroyed, Lost and Stolen Securities.

If any mutilated Security is surrendered

to the Trustee, subject to the provisions of this Section 306, the Company shall execute and the Trustee shall authenticate and deliver

in exchange therefor a new Security of the same series containing identical terms and of like principal amount.

If there 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 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 exchange for or in lieu of any such mutilated, destroyed, lost or stolen Security, a new Security

of the same series containing identical terms and of like principal amount.

Notwithstanding the foregoing provisions

of this Section 306, in case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable,

the Company in its discretion may, instead of issuing a new Security, pay such Security. However, payment of principal of (and premium,

if any), shall, except as otherwise provided in Section 1002, be payable only at an office or agency located outside the United States.

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 a separate 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.

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.

Unless otherwise specified as contemplated

by Section 301, interest on any Registered Security which 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 as of the close

of business on the Regular Record Date for such interest.

Any interest on any Registered Security

of any series which shall be payable, but shall not be punctually paid or duly provided for, on any Interest Payment Date for such Registered

Security (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder 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 (1) or (2) below:

(1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Registered Securities affected (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 such Registered Security and the date of the proposed payment. At the same time, the Company shall deposit

on or with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall

make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment. When deposited, such money will

be held in trust for the benefit of the Persons entitled to such Defaulted Interest as provided in this Clause (1). The Company shall

fix a Special Record Date for the payment of 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 providing the Trustee of the notice of the proposed payment. The Company

shall promptly notify the Trustee of such Special Record Date. 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,

to each Holder of such Registered Securities at his or her 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 such Registered Securities (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 (2).

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(2) The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities

exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the

Company to the Trustee of the proposed payment pursuant to this Clause (2), such payment shall be deemed practicable by the Trustee.

At the option of the Company, interest

on Registered Securities of any series that bear interest may be paid by mailing a check to the address of the person entitled thereto

as such address shall appear in the Security Register.

Subject to the foregoing provisions

of this Section 307 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.

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 Registered Security for the purpose of receiving payment of principal

of (and premium, if any), and (subject to Sections 305 and 307) interest on or any Additional Amounts with respect to such Registered

Security, and for all other purposes whatsoever, whether or not any payment with respect to such Registered Security be overdue. Neither

the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

Section 309.         Cancellation.

All Securities surrendered for payment,

redemption, registration of transfer, exchange or for credit against any sinking fund payment shall, if surrendered to any Person other

than the Trustee or the Security Registrar, be delivered to the Trustee or the Security Registrar. Any such Securities and Securities

surrendered directly to the Trustee or the Security Registrar for any such purpose shall be promptly cancelled by the Trustee or the Security

Registrar, as the case may be. The Company may at any time deliver to the Trustee or the Security Registrar for cancellation any Securities

previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever. All Securities so delivered

shall be promptly cancelled by the Trustee or the Security Registrar, as the case may be. No Securities shall be authenticated in lieu

of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture or as otherwise

specified as contemplated by Section 301. The Trustee shall dispose of cancelled Securities in accordance with its procedures for

the disposition of cancelled securities in effect as of the date of such disposition, and certification of the disposition of all cancelled

Notes shall be delivered to the Company upon cancellation upon request.

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Section 310.         Computation

of Interest.

Except as otherwise specified as contemplated

by Section 301 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day

year of twelve 30-day months.

Section 311.         CUSIP

Numbers.

The Company in issuing the Securities

may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee may use “CUSIP” numbers in notices

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 any notice and that reliance may be placed only on the other identification numbers

printed on the Securities, 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 IV

SATISFACTION AND

DISCHARGE

Section 401.         Satisfaction

and Discharge of Indenture.

Upon the direction of the Company by

a Company Order, this Indenture shall cease to be of further effect with respect to any series of Securities specified in such Company

Order (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 1004). The Trustee, on receipt of a Company Order, at the

expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series,

when

(1) either

(a) all Securities of such series theretofore authenticated and delivered, other than:

(i) Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306;

and

(ii) 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; or

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(b) all Securities of such series that:

(i) have become due and payable; or

(ii) will become due and payable at their Stated Maturity within one year;

(iii) will not become due and payable within one year of the date of the Company’s depositing of funds, as described in the succeeding

paragraph, but with the giving of notice of such deposit to the Holders of the Securities; or

(iv) if redeemable at the option of the Company, such Securities are to be called for redemption within one year under arrangements satisfactory

to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company,

in the case of (b)(i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as funds in trust, lawful

money of the United States or Government Obligations which, through the payment of interest and principal or other amounts in respect

thereof in accordance with their terms, will provide not later than the opening of business on the due dates of any payment of principal

(and premium, if any) and interest, or any Additional Amounts with respect thereto, or a combination thereof, in an amount sufficient

(if a combination involving Government Obligations, in the written opinion of a nationally recognized firm of independent public accountants

delivered to the Trustee) to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for

cancellation, for principal (and premium, if any) and interest, or any Additional Amounts with respect thereto, to the date of such deposit

(in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;

(2) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and

(3) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that no Event of Default

or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities shall have occurred

and all conditions precedent herein provided for relating to the satisfaction and discharge of the entire indebtedness on all Outstanding

Securities of any such series have been complied with.

In the event there are Securities of

two or more series 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 all series as to which it is Trustee and if the other conditions thereto

are met. In the event there are two or more Trustees hereunder, then the effectiveness of any such instrument shall be conditioned upon

receipt of such instruments from all Trustees hereunder.

Notwithstanding the satisfaction and

discharge of this Indenture, the obligations of the Company to the Trustee under Section 606 and, if money shall have been deposited

with the Trustee pursuant to subclause (b) of Clause (1) of this Section, the obligations of the Trustee under Section 402

and the last paragraph of Section 1003 shall survive such satisfaction and discharge.

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Section 402.         Application

of Trust Money.

Subject to the provisions of the last

paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 or this Section 402 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, if any) and any interest or any Additional Amounts for whose payment such money has been deposited

with the Trustee. Such money need not be segregated from other funds except to the extent required by law.

Section 403.         Satisfaction,

Discharge and Defeasance of Securities of Any Series.

If pursuant to Section 301 provision

is made for defeasance of Securities of any series pursuant to this Section 403, the Company shall be deemed to have paid and discharged

the entire indebtedness on all the Outstanding Securities of such series and the Trustee, at the expense of the Company, shall execute

proper instruments acknowledging satisfaction and discharge of such indebtedness, when

(1) either

(a) with respect to all Outstanding Securities of such series,

(i) the Company has deposited or caused to be deposited with the Trustee, as trust funds in trust for such purpose, an amount sufficient

to pay and discharge the entire indebtedness on all Outstanding Securities of such series for principal (and premium, if any), any Additional

Amounts, and interest to the Stated Maturity or any Redemption Date as contemplated by the penultimate paragraph of this Section 403,

as the case may be; or

(ii) with respect to any Series of Securities which are denominated in United States dollars, the Company has deposited or caused

to be deposited with the Trustee, Government Obligations in trust for such purpose, such amount of direct obligations of, or obligations

the timely payment of the principal of and interest on which are fully guaranteed by, the United States of America and which are not callable

at the option of the issuer thereof as will, together with the income to accrue thereon without consideration of any reinvestment thereof;

be sufficient, in the written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee, to pay

and discharge the entire indebtedness on all Outstanding Securities of such series for principal (and premium, if any), any Additional

Amounts, and interest to the Stated Maturity or any Redemption Date as contemplated by the penultimate paragraph of this Section 403;

(b) the Company has properly fulfilled such other means of satisfaction and discharge as is specified, as contemplated by Section 301,

to be applicable to the Securities of such series; and

(2) the Company has paid or caused to be paid all other sums payable hereunder with respect to the Outstanding Securities of such series;

and

(3) the Company has delivered to the Trustee, an Officer’s Certificate stating that no Event of Default or event which with notice

or lapse of time or both would become an Event of Default with respect to such Securities shall have occurred and an Officer’s Certificate

and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of

the entire indebtedness on all Outstanding Securities of any such series have been complied with; and

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(4) the Company has delivered to the Trustee

(a) a ruling from the Internal Revenue Service or an opinion of independent counsel that the holders of the Securities of such series

will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will

be subject to Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such

deposit, defeasance and discharge had not occurred; and

(b) if the Securities of such series are then listed on the New York Stock Exchange, an Opinion of Counsel

that the Securities of such series will not be delisted as a result of the exercise of this option.

Any deposits with the Trustee referred

to in subsection (1)(a) of this Section shall be irrevocable and shall be made under the terms of a trust agreement in form

and substance satisfactory to the Trustee. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity,

whether pursuant to any optional redemption or repayment provisions or in accordance with any mandatory sinking fund requirement, the

Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name,

and at the expense, of the Company. The Company shall pay and indemnify the Trustee against any tax, fee or other charge properly imposed

on or assessed against the Trustee with respect to the cash or Government Obligations deposited pursuant to this Article IV or the

principal and interest received in respect thereof other than any such tax, fee or other charge which is held hereunder for the account

of the Holders of the outstanding Notes.

Upon the satisfaction of the conditions

set forth in this Section 403 with respect to all the Outstanding Securities of any series, the terms and conditions of such series,

including the terms and conditions with respect thereto set forth in this Indenture, other than the provisions of Sections 305, 306, and

1002, other than the right of Holders of Securities of such series to receive, from the trust fund described in this Section, payment

of the principal (and premium, if any) of the interest on or any Additional Amounts with respect to such Securities when such payments

are due, and the rights, powers, duties and immunities of the Trustee hereunder, shall no longer be binding upon, or applicable to, the

Company except those responsibilities and obligations which by the terms of the Indenture survive the termination of the Indenture; provided

that the Company shall not be discharged from any payment obligations in respect of Securities of such series which are deemed not to

be Outstanding under clause (iii) of the definition thereof if such obligations continue to be valid obligations of the Company under

applicable law.

ARTICLE V

REMEDIES

Section 501.         Event

of Default.

“Event of Default,” wherever

used herein with respect to Securities of any series, means any one of the following events (whatever the reason for such Event of Default

and whether it shall be voluntary or be effected by operation of law pursuant to any judgment, decree or order of any court or any order,

rule or regulation of any administrative or governmental body) unless such event is either inapplicable to a particular series or

is specifically deleted or modified in the applicable Board Resolution or in the supplemental indenture under which such series of Securities

is issued, as the case may be, as contemplated hereby:

(1) default in the payment of any interest upon or any Additional Amounts payable in respect of any Security of such series when such

interest becomes or Additional Amounts become due and payable, and such default continues for a period of 30 days; or

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(2) default in the payment of the principal of (and premium and Additional Amounts, if any, and interest on)

any Security of that series when it becomes due and payable at Maturity or upon redemption, and such default continues for a period of

30 days; or

(3) default in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security of that series; or

(4) default in the performance, or breach, of any covenant or warranty of the Company in this Indenture or the Securities (other than

a covenant or warranty default in the performance or the breach of which is elsewhere in this Section specifically dealt with or

which has been expressly included in this Indenture solely for the benefit of a series of Securities other than such series), and continuance

of such default or breach for a period of 90 days after there has been given, by registered or certified mail, or overnight courier guaranteeing

next day delivery, 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

(5) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Company in an involuntary case

under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or a receiver, liquidator, assignee, custodian,

trustee, sequestrator (or similar official) of the Company is appointed for the Company or for all or substantially all of its property,

or a court or a bank regulatory authority having jurisdiction in the premises, shall appoint a receiver or similar official, or order

the winding-up or liquidation of the affairs of the Company, and such decree or order shall remain unstayed and in effect for a period

of 60 consecutive days;

(6) the Company shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect,

or shall consent to the entry of an order for relief in any involuntary case under any such law, or the Company shall consent to the appointment

of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or similar official) of the Company or

all or substantially all 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

(7) any other Event of Default provided in the Officer’s Certificate or supplemental indenture under which such series of Securities

is issued or in the form of Security for such series.

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.

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Section 502.         Acceleration

of Maturity; Rescission and Annulment.

If an Event of Default under clauses

(5) or (6) of Section 501 hereof with respect to Securities of any series at the time Outstanding occurs and is continuing,

then the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the

principal of all the Securities of that series, or such lesser amount as may be provided for in the Securities of that series, and accrued

and unpaid interest, if any, thereon 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 such lesser amount shall become immediately due and payable. All outstanding

Securities will become due and payable immediately, only upon an Event of Default specified in clauses (5) or (6) of Section 501

hereunder.

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 V provided, the Holders of not less than 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

(1) the Company has paid or deposited with the Trustee a sum sufficient to pay

(a) all overdue installments of interest on and any Additional Amounts payable in respect of all Securities of such series;

(b) the principal of (and premium, if any, on) any Securities of such 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;

(c) to the extent that payment of such interest is lawful, interest upon overdue installments of interest or any Additional Amounts at

the rate or rates borne by or provided for in such Securities;

(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 as provided in Section 606 hereof; and

(2) all Events of Default with respect to Securities of such series 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

(1) default is made in the payment of any installment of interest on or any Additional Amounts payable in respect of any Security when

such interest or Additional Amounts shall have become due and payable and such default continues for a period of 30 days; or

(2) default is made in the payment of the principal of, interest (or premium, if any, on) any Security at its Maturity and such default

continues for 30 days;

the Company will, upon demand of the Trustee, pay to it,

for the benefit of the Holders of such Securities, the amount then due and payable on such Securities for principal (and premium, if any),

if any, and interest or Additional Amounts, if any, with interest upon the overdue principal (and premium, if any). In addition, the Company

shall pay to the Trustee 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.

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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 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, wherever situated.

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 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 any overdue principal or interest)

shall be entitled and empowered, by intervention in such proceeding or otherwise,

(1) 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, if any) and interest and any Additional Amounts 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 or counsel) and of the Holders allowed in such judicial proceeding; and

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

Any custodian, receiver, assignee, trustee,

liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder of Securities to

make such payments to the Trustee or, in the event that the Trustee shall consent to the making of such payments directly to the Holders

of Securities, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the

Trustee, its agents and counsel and any other amounts due the Trustee under Section 606. To the extent that the payment of any such

compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under

Section 606 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured

by a lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders

may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise.

The Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’

committee or other similar committee.

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.

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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 or judgment, after provision for the payment of the reasonable compensation,

expenses, disbursements and advances of the Trustee, its agents and counsel, shall be for the ratable benefit of the Holders of the Security

in respect of which such judgment has been recovered.

Section 506.         Application

of Money Collected.

Any money or property collected by the

Trustee pursuant to this Article, and after an Event of Default, any money or other property distributable in respect of the Company’s

obligations under this Indenture, shall be applied in the following order, at the date or dates fixed by the Trustee. In case of the distribution

of such money on account of principal (and premium, if any), interest or 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 and any predecessor Trustee under Section 606;

SECOND: To holders of Senior Indebtedness in the manner provided in Article XV;

THIRD: To the payment of the amounts then due and unpaid upon the Securities

for    principal (and premium, if any) and interest or 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, if any), interest or any    Additional Amounts, respectively;

FOURTH: The balance, 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

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

such series;

(2) 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;

(3) such Holder or Holders have offered security or indemnity satisfactory to the Trustee against the costs,

expenses and liabilities to be incurred in compliance with such request;

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

proceeding; and

(5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period

by the Holders of a majority in principal amount of the Outstanding Securities of such series;

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it being understood and intended that these limitations

do not apply to a suit instituted by a Holder for the enforcement of payment of the principal of or any premium and interest on the Security

on or after the Maturity thereof and 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 or any Security to affect, disturb or prejudice the rights of any other such Holders or Holders of

Securities of any other series, or to obtain or to seek to obtain priority or preference over any other 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, 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, if any) and (subject to Sections 305 and 307) interest on or any Additional Amounts in respect

of such Security on the respective Stated Maturity or Maturities specified in such Security (or, in the case of redemption, on the Redemption

Date) and to institute suit for the enforcement of any such payment. 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 each such Holder 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 each such Holder shall continue as though no such proceeding had

been instituted.

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 each and every Holder of a Security is intended to be exclusive of any other

right or remedy. Every right and remedy, to the extent permitted by law, shall 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 an acquiescence therein. Every right and remedy given by this Article V or

by law to the Trustee or to any Holders of a Security may be exercised from time to time, and as often as may be deemed expedient, by

the Trustee or by such Holders, as the case may be.

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Section 512.         Control

By Holders.

The Holders of 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

(1) such direction shall not be in conflict with any rule of law or with this Indenture;

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

(3) such direction is not unduly prejudicial to the rights of other Holders of Securities of such series (it being understood that the

Trustee does not have an affirmative duty to ascertain whether or not any such directions are unduly prejudicial to such Holders); and

(4) such direction shall not involve the Trustee in personal liability.

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 waive any past default hereunder with respect to such series and its consequences, except a default

(1) in the payment of the principal of (and premium, if any) or interest on or Additional Amounts payable in respect of any Security of

such series; or

(2) in respect of a covenant or provision hereof which under Article IX 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 default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture. No such waiver

shall extend to any subsequent or other default or impair any right consequent thereon.

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. 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

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 a Trustee, a court in

its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court

in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having

due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 515 does not apply to

a suit by the Trustee, a suit by a Holder of a Security pursuant to Section 508 hereof, or a suit by Holders of more than 10% in

principal amount of the then outstanding Securities of a series.

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ARTICLE VI

THE TRUSTEE

Section 601.         Notice

of Defaults.

Within 90 days after 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 Section 313(c) of the Trust Indenture Act, notice of such default hereunder known to a Responsible Officer of the Trustee,

unless such default shall have been cured or waived. However, except in the case of a default in the payment of the principal of (or premium,

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 Securities of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors,

the executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determine that the

withholding of such notice is in the interests of the Holders of Securities of such series; provided, further, that in the case of default

of the character specified in Section 501(4) with respect to 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 which

is, or after notice or lapse of time or both would become, an Event of Default, with respect to Securities of such series.

Section 602.         Certain

Rights and Obligations of Trustee.

(a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual notice, the Trustee

shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise,

as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

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

(i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only

those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into

this Indenture against the Trustee; and

(ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness

of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture.

However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this

Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein).

(c) 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 paragraph does not limit the effect of paragraph (b) of this Section 602;

(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer,

unless it is proved 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 in accordance with a direction

received by it pursuant to Section 512.

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(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates

to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 602.

(e) 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 has reasonable grounds for believing

that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Trustee shall

not be required to give any bond or surety in respect of the performance of its powers or duties hereunder.

(f) Subject to the provisions of Sections 315(a) through 315(d) of the Trust Indenture Act:

(i) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument,

opinion, report, notice, request, direction, consent, order, bond, debenture, note, or other paper or document (whether in its original,

facsimile or electronic form) reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties;

(ii) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or a Company Order or

an Officer’s Certificate (other than delivery of any Security to the Trustee for authentication and delivery pursuant to Section 303

which shall be sufficiently evidenced as provided therein) and any resolution of the Board of Directors may be sufficiently evidenced

by a Board Resolution or Board Resolutions;

(iii) 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 bad faith on its part, require and rely upon an Officer’s Certificate or an Opinion of Counsel or both, and the Trustee

shall not be liable for any action it takes or omits to take in good faith in reliance thereon;

(iv) the Trustee may consult with counsel of its selection 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;

(v) 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 it against the costs, expenses and liabilities which might be incurred by it in compliance

with such request or direction;

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(vi) 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 or other paper or document, and shall have no

duty to inquire as to the performance by the Company of any of its covenants in the Indenture, 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 at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry

or investigation;

(vii) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents

or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed

with due care by it hereunder;

(viii) the Trustee shall not be liable for any action taken, suffered, omitted to be taken 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;

(ix) the Trustee shall not be deemed to have notice of any default or Event of Default unless a Responsible Officer of the Trustee has

actual knowledge thereof or unless written notice from the Company or Holders of 25% in aggregate principal amount of the Securities of

a series of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office

of the Trustee, and such notice references the Securities and this Indenture;

(x) 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;

(xi) in no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising

out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents,

acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions

of utilities, communications or computer (software and hardware) services, or other unavailability of the Federal Reserve’s Fedwire

Services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking

industry to resume performance as soon as practicable under the circumstances;

(xii) 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 furnish the Trustee with directions relating to any other matter requiring direction from the Company pursuant to this

Indenture;

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(xiii) in no event shall the Trustee be responsible or liable for any special, indirect, punitive or consequential loss or damage of any

kind whatsoever (including, but not limited to, loss of profit), irrespective of whether the Trustee has been advised of the likelihood

of such loss or damage and regardless of the form of action; and

(xiv) the permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee.

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 responsibility for their correctness. The Trustee makes no representations as to the validity

or sufficiency of this Indenture or of the Securities and shall not be responsible for any statement in any document in connection with

the sale of any series of Securities. Under no circumstances shall the Trustee be liable in its individual capacity for the obligations

evidenced by the Securities.

The Trustee represents that it is duly

authorized to execute and deliver this Indenture, authenticate the Securities and perform its obligations hereunder and that the statements

made by it in a Statement of Eligibility on Form T-1 supplied to the Company are true and accurate at the date of execution, subject

to the qualifications set forth therein. The Trustee or any Authenticating Agent shall not be accountable for the use or application by

the Company of Securities or the proceeds thereof or any funds paid to the Company pursuant to its direction in accordance with this Indenture.

Section 604.         May Hold

Securities.

The Trustee, any Authenticating Agent,

any Paying Agent, any Security Registrar or any other Person that may be an agent of the Trustee or the Company, in its individual or

any other capacity, may become the owner or pledgee of Securities and, subject to Sections 310(b) and 311 of the Trust Indenture

Act, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent,

Security Registrar or such other Person.

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 any money received by it hereunder except as otherwise agreed in writing with the Company.

Section 606.         Compensation

and Reimbursement.

The Company agrees

(1) to pay to the Trustee from time to time such compensation for all services rendered by it hereunder as shall be mutually agreed upon

by the Company and the Trustee in writing (which compensation shall not be limited by any provision of law in regard to the compensation

of a trustee of an express trust);

(2) to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee

in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements

of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or willful misconduct;

and

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(3) to indemnify each of the Trustee and any predecessor Trustee and its officers, directors, employees and agents for, and to hold them

harmless against, any liability, claim, damage or expense (including, without limitation, reasonable counsel fees and expenses and taxes

(other than taxes based upon, measured by or determined by the income of the Trustee)) incurred without negligence or willful misconduct

on their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs

and expenses of enforcing this Indenture against the Company (including this Section 606) and the costs and expenses of defending

themselves against any claim (whether asserted by the Company, a Holder or any other Person) or liability in connection with the exercise

or performance of any of their powers or duties hereunder.

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, if any) or interest

on Securities. When the Trustee incurs expenses or renders services after an Event of Default occurs, the expenses and compensation for

the services of the Trustee are intended to constitute expenses of administration under any bankruptcy law or any similar federal or state

law for the relief of debtors.

The provisions of this Section 606

shall survive the termination of this Indenture and the resignation or removal of the Trustee. “Trustee” for the purposes

of this Section 606 shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian

and other person employed to act hereunder; provided, however, that the negligence or willful misconduct of any Trustee hereunder

shall not affect the rights of any other Trustee hereunder.

Section 607.         Corporate

Trustee Required; Eligibility; Conflicting Interests.

There shall at all times be a Trustee

hereunder that is a corporation permitted by Section 310(a)(1) and (5) of the Trust Indenture Act to act as trustee under

the Trust Indenture Act and that has a combined capital and surplus (computed in accordance with Section 310(a)(2) of the Trust

Indenture Act) of at least $50,000,000. 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. If the Trustee has or shall

acquire any conflicting interest, as defined in Section 310(b) of the Trust Indenture Act, with respect to the Securities of

any series, the Trustee shall take such action as is required pursuant to said Section 310(b). There shall be excluded from the operation

of Trust Indenture Act Section 310(b)(i) any series of Securities and any indenture or indentures under which other securities

or certificates of interest or participation in other securities of the Company are outstanding if the requirements for such exclusion

set forth in Trust Indenture Act Section 310(b)(i) are met.

Section 608.         Resignation

and Removal; Appointment of Successor.

(1) 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 pursuant to Section 609.

(2) 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 the instrument of acceptance by a successor Trustee required by Section 609 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 with respect to such series.

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(3) The Trustee may be removed at any time 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 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 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.

(4) If at any time:

(a) the Trustee shall fail to comply with the obligations imposed upon it under Section 310(b) of the Trust Indenture Act 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

(b) 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 such Holder of a Security; or

(c) 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,

(i) the Company, by or pursuant to a Board Resolution, may remove the Trustee with respect to all Securities, or

(ii) subject to Section 315(e) of the Trust Indenture Act, any Holder of a Security who has been a bona fide Holder of a Security

of any series 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 of such series and the appointment of a successor Trustee or Trustees.

(5) 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 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) and shall comply with the applicable requirements of Section 609. 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 in accordance with the applicable

requirements of Section 609, 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 required by Section 609, 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 the Securities

of such series.

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(6) 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 by mailing written notice of such event by first-class

mail, postage prepaid, to the Holders of Registered Securities, if any, of such series as their names and addresses appear in the Security

Section 609.         Acceptance

of Appointment By Successor.

(1) In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed

shall execute, acknowledge and deliver to the Company and the retiring Trustee an instrument accepting such appointment, and thereupon

the resignation or removal of the retiring Trustee 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. On the request of the Company

and/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.

(2) 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 wherein each successor Trustee shall accept such appointment and which

(a) 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;

(b) 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

(c) 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.

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Nothing herein or in such supplemental

indenture shall constitute such Trustees co-trustees of the same trust, 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, to the extent contemplated

by such supplemental indenture, the 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.

(3) Upon request of any 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 (1) or (2) of this Section,

as the case may be.

(4) 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.

Section 610.         Merger,

Conversion, Consolidation or Succession to Business.

Without the execution or filing of any paper or any further

act on the part of any of the parties

hereto:

(1) any corporation into which the Trustee may be merged or converted or with which it may be consolidated; or

(2) any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party; or

(3) 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

that 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.

Section 611.         Appointment

of Authenticating Agent.

The Trustee may appoint an Authenticating

Agent or Authenticating Agents, which may be an Affiliate of the Company, with respect to one or more series of Securities which shall

be authorized to act on behalf of the Trustee to authenticate Securities of that or those series issued upon original issue or exchange,

registration of transfer or partial redemption or pursuant to Section 306. 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. 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.

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Each Authenticating Agent shall be acceptable

to the Company and, except as specified as contemplated by Section 301, shall at all times

(1) be a corporation that would be permitted by Section 310(a)(1) and (5) of the Trust Indenture Act to be able to act

as a trustee under an indenture qualified under the Trust Indenture Act;

(2) be authorized under applicable law and by its charter to act as such; and

(3) have a combined capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of not less

than $50,000,000.

If 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. If the Authenticating Agent has or shall acquire any conflicting interest, as defined

in Section 310(b) of the Trust Indenture Act, with respect to the Securities of any series, the Authenticating Agent shall take

such action as is required pursuant to said Section 310(b).

Without the execution or filing of any

paper or any further act on the part of the Trustee or the Authenticating Agent,

(4) any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated; or

(5) any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party; or

(6) 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 any further act on the part

of the Trustee or the Authenticating Agent.

An Authenticating Agent may resign at

any time by giving written notice thereof to the Trustee and the Company. The Trustee may at any time terminate the agency of an Authenticating

Agent by giving written notice thereof to such Authenticating Agent and the Company. Upon receiving such a notice of resignation or upon

such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this

Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company. At such time, the Trustee

shall also mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Registered Securities, if any,

of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register.

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.

No successor Authenticating Agent shall

be appointed unless eligible under the provisions of this Section.

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The Company agrees to pay each Authenticating

Agent from time to time reasonable compensation for its services under this Section. If the Trustee makes such payments, it shall be entitled

to be reimbursed for such payments, subject to the provisions of Section 606.

The provisions of Sections 308, 603

and 604 shall be applicable to each Authenticating Agent.

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 in the following form:

This is one of the Securities of the

series designated herein referred to in the within-mentioned Indenture.

Dated:

U.S. Bank Trust Company, National Association, as Trustee

By:

As Authenticating Agent

By:

Authorized Signatory

If all of the Securities of any series

may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original

issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance,

the Trustee, if so requested in writing (which writing need not comply with Section 102) by the Company, shall appoint in accordance

with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series

of Securities.

Section 612.         Preferential

Collection of Claims Against Company.

The Trustee is subject to Trust Indenture

Act Section 311(a), excluding any creditor relationship listed in Trust Indenture Act Section 311(b). A Trustee who has resigned

or been removed shall be subject to Trust Indenture Act Section 311(a) to the extent indicated therein.

ARTICLE VII

HOLDERS’ LISTS AND REPORTS BY TRUSTEE

AND COMPANY

Section 701.         Company

to Furnish Trustee Names and Addresses of Holders.

In accordance with Section 312(a) of

the Trust Indenture Act, the Company will furnish or cause to be furnished to the Trustee

(1) semi-annually, not later than 15 days after the Regular Record Date for interest for each 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

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(2) 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 list shall be required to be furnished.

Section 702.         Preservation

of Information; Communications to Holders.

(1) The Trustee shall comply with the obligations imposed upon it pursuant to Section 312(b) of the Trust Indenture Act.

(2) 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 Paying Agent nor any Security Registrar shall be held accountable by reason of the disclosure of any such information

as to the names and addresses of the Holders of Securities in accordance with Section 312 of the Trust Indenture Act, 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 Section 312(b) of the Trust Indenture Act.

Section 703.         Reports

By Trustee.

(1) Within 60 days after August 15 of each year commencing with the year following the first issuance of Securities pursuant to Section 301,

if required by Section 313(a) of the Trust Indenture Act, the Trustee shall transmit pursuant to Section 313(c) of

the Trust Indenture Act a brief report dated as of such August 15 with respect to any of the events specified in said Section 313(a) which

may have occurred since the later of the immediately preceding August 15 and the date of this Indenture. The Trustee shall comply

with Trust Indenture Act Section 313(b) to the extent applicable.

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

(3) Reports pursuant to this Section shall be transmitted in the manner and to the Persons required by Sections 313(c) and (d) of

the Trust Indenture Act.

Section 704.         Reports

By Company.

The Company, pursuant to Section 314(a) of the

Trust Indenture Act, shall:

(1) file with the Trustee, within 15 days after the Company is required to file the same with the Commission, copies of the annual reports

and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time

to time by rules and regulations prescribe) which the Company may be required to file with the Commission pursuant to Section 13

or Section 15(d) of the Securities Exchange Act of 1934;

(2) file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission,

such additional information, documents and reports with respect to compliance by the Company with respect to compliance by such obligor

with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and

(3) transmit to Holders within 30 days after the filing thereof with the Trustee, in the manner and to the extent provided in Section 313(c) of

the Trust Indenture Act, such summaries of any information, documents and reports required to be filed by the Company pursuant to paragraphs

(1) and (2) of this Section as may be required by rules and regulations prescribed from time to time by the Commission.

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The Company intends to file the reports

referred to in this Section 704 with the Commission in electronic form pursuant to Regulation S-T of the Commission using the Commission’s

Electronic Data Gathering, Analysis and Retrieval system. Compliance with the foregoing, or any successor electronic system approved by

the Commission, shall constitute delivery by the Company of such reports to the Trustee and the Holders in compliance with the provisions

of this Section 704 and Section 314(a) of the Trust Indenture Act. 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 constructive notice of

any information contained therein or determinable from information contained therein, including the Company’s compliance with any

of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates or statements delivered

pursuant to Section 1005).

ARTICLE VIII

CONSOLIDATION, MERGER

AND SALES

Section 801.         Company

May Consolidate, Etc., Only on Certain Terms.

Nothing contained in this Indenture

or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person or Persons (whether

or not affiliated with the Company), or successive consolidations or mergers in which the Company or its successor or successors shall

be a party or parties, or shall prevent any conveyance, transfer or lease of the property of the Company as an entirety or substantially

as an entirety, to any other Person (whether or not affiliated with the Company). However,

(1) in case the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially

as an entirety to any Person, the entity formed by such consolidation or into which the Company is merged or the Person which acquires

by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety shall be a corporation

organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly

assume, by an indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto, executed and delivered by

the successor Person to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium,

if any) and interest on or any Additional Amounts in respect of all the Securities and the performance of every other covenant of this

Indenture on the part of the Company to be performed or observed;

(2) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or a

Subsidiary as a result of such transaction as having been incurred by the Company or such Subsidiary at

the time of such transaction, no default, and no event which, after notice or lapse of time or both, would become a default or Event of

Default, shall have happened and be continuing; and

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(3) each of the Company and the successor Person, if applicable has delivered to the Trustee an Officer’s Certificate and an Opinion

of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and such supplemental indenture comply with this

Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with, and each

document and instrument delivered by the Company and each successor Person pursuant to this Section 801 constitutes the legal, valid

and binding obligation of the Company and the successor Person.

Section 802.         Successor

Corporation Substituted For Company.

Upon any consolidation or merger or

any conveyance, transfer or lease of the properties and assets of the Company substantially as an entirety to any Person in accordance

with Section 801, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance,

transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this

Indenture with the same effect as if such successor Person had been named as the Company herein, and thereafter, except in the case of

a lease to another Person, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities.

ARTICLE IX

SUPPLEMENTAL INDENTURES

Section 901.         Supplemental

Indentures Without Consent of Holders.

Without the consent of any Holders of

Securities, the Company, when authorized by Board Resolutions, and the Trustee, at any time and from time to time, may enter into one

or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:

(1) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants and obligations

of the Company herein and in the Securities contained;

(2) to evidence and provide for the acceptance of appointment by another Person as a successor Trustee hereunder with respect to one or

more series of Securities 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, pursuant to the requirements of Section 609(2);

(3) to add to the covenants and agreements of the Company for the benefit of the Holders of all or any series of Securities (if such covenants

are for less than all series, stating that such covenants are for the benefit of such series), or to surrender any right or power herein

conferred upon the Company provided that such action shall not adversely affect the interests of the Holders of Outstanding Securities;

(4) to add or eliminate Events of Default of any series of Securities;

(5) 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 provided such other provisions

shall not adversely affect the interests of the Holders of Outstanding Securities in any material respect;

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(6) to secure the Securities or add obligors;

(7) to establish any form or terms of Securities of any series as permitted by Sections 201 and 301, and to provide for the issuance of

any series of Securities as permitted by Section 301, and to set forth the terms thereof;

(8) to provide for the issuance of uncertificated Securities of one or more series in the place of certificated Securities;

(9) to qualify or maintain qualification of the Indenture under the Trust Indenture Act; or

(10) to comply with the rules and regulations of any securities exchange or automated quotation system on which any of the Securities

may be listed or traded.

Section 902.         Supplemental

Indentures With Consent of Holders.

With the consent of the Holders of not

less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act

of said Holders delivered to the Company and the Trustee, the Company, when authorized by Board Resolutions, and the Trustee may enter

into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating

any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this

Indenture. However, no such supplemental Indenture, without the consent of the Holder of each Outstanding Security affected thereby, shall

(1) change the Maturity of the principal of, or the Stated Maturity of, or any installment of interest on, any Security, or reduce the

principal amount thereof (including in the case of an Original Issue Discount Security the amount payable upon acceleration of the Maturity

thereof) or any premium thereon or the rate of interest thereon, or change the method of computing the amount of principal thereof on

any date, or change a Place of Payment where, or the coin or currency in which, any Security or any premium thereon or the interest thereon

is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Maturity or the Stated Maturity,

as the case may be, thereof (or, in the case of redemption or a repayment, on or after the Redemption Date or the Repayment Date, as the

case may be);

(2) 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 (of compliance with certain provisions of this

Indenture or certain Defaults hereunder and their consequences) provided for in this Indenture;

(3) modify any of the provisions of this Section, or Sections 508, 512, 513 or Section 1008, except to increase any such percentage

or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent

of the Holder of each Outstanding Security affected thereby;

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(4) modify any of the provisions of this Indenture with respect to the subordination of any Security in a manner adverse to the capital

treatment of the Securities, except to clarify ambiguities or to meet regulatory requirements for the Securities to qualify as Tier 2

capital or the equivalent for bank regulatory purposes; or

(5) modify or affect in any manner adverse to the Holders of the Securities the terms and conditions of the obligation of the Company

in respect of the due and punctual payment of the principal of or premium or interest on the Securities.

The Company may, but shall not be obligated

to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record

date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent

to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided, that unless such consent

shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record

date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect.

A supplemental indenture which changes

or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more

particular series of Securities, or which 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.

It shall not be necessary for any Act

of Holders of Securities 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.

Section 903.         Execution

of Supplemental Indentures.

As a condition to executing, or accepting

the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trust

created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 315 of the Trust Indenture Act) shall

be fully protected in relying upon, a Company Request, accompanied by a Board Resolution, and, if and to the extent applicable, upon the

filing with the Trustee of evidence of the consent of Security holders, an Officer’s Certificate and an Opinion of Counsel stating

that the execution of such supplemental indenture is authorized or permitted by this Indenture, and an Opinion of Counsel stating that

the supplemental indenture is the legal, valid and binding obligation of the Company.

The Trustee may, but shall not be obligated

to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture

or otherwise.

Section 904.         Effect

of Supplemental Indentures.

Upon the execution of any supplemental

indenture under this Article IX, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall

form a part of this Indenture for all purposes. Every Holder of a Security theretofore or thereafter authenticated and delivered hereunder

shall be bound by such supplemental indenture.

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Section 905.         Conformity

With Trust Indenture Act.

Every supplemental indenture executed

pursuant to this Article IX shall conform to the requirements of the Trust Indenture Act 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 IX 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.         Subordination

Unimpaired.

No supplemental indenture entered into

under this Article IX shall modify, directly or indirectly, the provisions of Article XV or the definition of Senior Indebtedness

in Section 101 in any manner that might alter or impair the subordination of the Securities with respect to Senior Indebtedness then

outstanding, unless each holder of such Senior Indebtedness has consented thereto in writing.

ARTICLE X

COVENANTS

Section 1001.       Payment

of Principal, Premium, if Any, and Interest.

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, if any), interest

on or 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. Principal, premium, if any, and interest or Additional Amounts shall be considered paid on the date due if the Paying

Agent, if other than the Company or one of its Subsidiaries, holds as of 12:00 noon Eastern Time on the due date money deposited by the

Company in immediately available funds and designated for and sufficient to pay all such amounts then due.

Section 1002.       Section Maintenance

of Office or Agency.

The Company will maintain in each Place

of Payment for any series of Securities an office or agency where Securities of such series may be presented or surrendered for payment,

(1) where Securities of that series may be surrendered for registration of transfer or exchange; and

(2) where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served.

If the Securities of such series are

listed on the Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange

located outside the United States and such stock exchange shall so require, the Company shall maintain a Paying Agent in London, Luxembourg

or any other required city located outside the United States, as the case may be, so long as the Securities of such series are listed

on such exchange. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such

office or agency. If at any time the Company 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 may be made or served at the Corporate Trust Office of the

Trustee.

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The Company may also 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 such purposes and may from time to time rescind such designations. However, no such designation or rescission shall in any manner

relieve the Company of their obligation to maintain an office or agency in each Place of Payment 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 as contemplated

by Section 301, the Company hereby designates as the Place of Payment for each series the Corporate Trust Office of the Trustee.

Pursuant to Section 301(8) of this Indenture, the Company may subsequently appoint a place or places other than the Corporate

Trust Office of the Trustee where such Securities may be payable.

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 Securities, it will, on or before each due date of the principal of (and premium,

if any), or interest on, any of the Securities of that series, segregate and hold in trust for the benefit of the Person entitled thereto

a sum sufficient to pay the principal (and premium, if any) or interest 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 prior to each due date of the principal of (and premium, if any), or

interest on, any Securities of that series, deposit with any Paying Agent a sum sufficient to pay the principal (and premium, if any)

or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest,

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

for any series of Securities 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:

(1) hold all sums held by it for the payment of the principal of (and premium, if any) or interest on Securities of that series 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;

(2) give the Trustee notice of any default by the Company (or any other obligor upon the Securities of that series) in the making of any

payment of principal (and premium, if any) or interest on the Securities of that series; and

(3) 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.

The Company may at any time, for the

purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying

Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the

same terms as those upon which such sums were held by the Company or such Paying Agent. Upon such payment by any Paying Agent to the Trustee,

such Paying Agent shall be released from all further liability with respect to such money.

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Except as otherwise provided hereby

or pursuant hereto, or as may be required by applicable abandoned property law, 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, if any) or interest and Additional Amounts on

any Security of any series and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due

and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust. The

Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability

of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon

cease. However, the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company

cause to be published once, in an Authorized Newspaper in each Place of Payment for such series or to be mailed to Holders of Registered

Securities for such series, or both, notice that such money remains unclaimed and that, after a date specified therein, which shall not

be less than 30 days from the date of such publication or mailing nor shall it be later than two years after such principal (and premium,

if any) or interest has become due and payable, any unclaimed balance of such money then remaining will be repaid to the Company.

Section 1004.       Additional

Amounts.

If any Securities of a series provide

for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security of any such series the Additional

Amounts as provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or premium,

if any) 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 hereby or pursuant hereto 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 provided herein

or pursuant hereto, 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 such series of Securities (or if the Securities of that series shall 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 interest if there has been any change with respect to the matters set forth in the below-mentioned Officer’s

Certificate, the Company will furnish the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer’s

Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal (and premium, if any) of

or interest on the Securities of that series shall be made to Holders. In connection with Holders of Securities of that series who are

United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities

of that series, if any such withholding shall be required, then such Officer’s Certificate shall specify by country the amount,

if any, required to be withheld on such payments to such Holders of Securities. The Company agrees to pay to the Trustee or such Paying

Agent the Additional Amounts required by this Section with respect to an applicable series, if any. The Company covenants to indemnify

the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without 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 Officer’s

Certificate furnished pursuant to this Section. 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.

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Section 1005.       Statement

As To Compliance; Notice of Certain Defaults.

(1) The Company will deliver to the Trustee, within 120 days after the end of each fiscal year (which on the date hereof ends on December 31),

commencing December 31, 2026, a written statement, which need not comply with Section 102, signed by the principal executive

officer, the principal financial officer or the principal accounting officer of the Company, stating that

(a) a review of the activities of the Company during such year and of performance under this Indenture has been made under his supervision;

and

(b) to his knowledge, based on such review,

(i) the Company has fulfilled all of its obligations under this Indenture throughout such year, or, if there has been a default in the

fulfillment of any such obligation, specifying each such default known to him and the nature and status thereof; and

(ii) no event has occurred and is continuing which is, or after notice or lapse of time or both would become, a default or an Event of

Default, or, if such an event has occurred and is continuing, specifying each such event known to him and the nature and status thereof.

(2) The Company will deliver to the Trustee as soon as possible, and in any event, within five days after the occurrence thereof, written

notice of any event which after notice or lapse of time or both would become an Event of Default.

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,

(1) all taxes, assessments and governmental charges levied or imposed upon the Company or any Subsidiary or upon the income, profits or

property of the Company or any Subsidiary; and

(2) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon the property of the Company

or any Subsidiary. However, the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment,

charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings.

Section 1007.       Corporate

Existence.

Subject to Article VIII, the Company

will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights (charter

and statutory) and franchises and the corporate existence, rights (charter and statutory) and franchises of each Principal Subsidiary

Bank; provided, however, that the Company shall not be required to preserve any such corporate existence, 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

considered as a whole and that the loss thereof is not disadvantageous in any material respect to the Holders.

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Section 1008.       Waiver

of Certain Covenants.

The Company may omit in any particular

instance to comply with any term, provision or condition set forth in Section 1006 with respect to the Securities of any series if

before the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Securities of such series

shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or

condition, but no such waiver shall extend to or affect such term, provision 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.

Section 1009. Calculations; Original Issue Discount.

The Company shall file with the Trustee

promptly at the end of each calendar year for which reporting on Form 1099 OID is required (i) a written notice specifying the

amount of original issue discount (including daily rates and accrual periods) accrued on Outstanding Securities as of the end of such

year and (ii) such other specific information relating to such original issue discount as may then be relevant under the Internal

Revenue Code of 1986, as amended from time to time.

The Company shall be responsible for

making calculations called for under the Securities, including but not limited to determination of redemption price, premium, if any,

and any additional amounts or other amounts payable on the Securities. The Company will make the calculations in good faith and, absent

manifest error, its calculations will be final and binding on the Holders. The Company will provide a schedule of its calculations to

the Trustee when requested by the Trustee, and the Trustee is entitled to rely conclusively on the accuracy of the Company’s calculations

without independent verification.

ARTICLE XI

REDEMPTION OF

SECURITIES

Section 1101.       Applicability

of Article.

Redemption of Securities

of any series at the option of the Company as permitted or required by the terms of such Securities shall be made in accordance with the

terms of such Securities and (except as otherwise provided herein or pursuant hereto) this Article XI.

Section 1102.       Election

To Redeem; Notice To Trustee.

The election of

the Company to redeem any Securities shall be evidenced by Board Resolution. In case of any redemption at the election of the Company

of the Securities of any series, with the same issue date, interest rate and Stated Maturity, the Company shall, at least 10 days prior

to the date a notice of redemption is given pursuant to Section 1104 (unless a shorter period shall be satisfactory to the Trustee),

deliver an Officer’s Certificate to the Trustee stating (i) the clause of this Indenture pursuant to which the redemption shall

occur, (ii) the Redemption Date, (iii) the principal amount of Securities to be redeemed, (iv) the Redemption Price (or

manner of calculation if not then known), (v) such election has been duly authorized by all requisite corporate action on the part

of the Company, and (vi) such redemption complies with any applicable covenants or conditions precedent set forth in this Indenture.

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. Any redemption may be cancelled by the Company at any time prior to notice of redemption being

sent to any Holder and thereafter shall be null and void.

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Section 1103.       Selection

By Trustee of Securities To Be Redeemed.

If less than all the Securities of any

series with the same issue date, interest rate, Stated Maturity and other 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 not

previously called for redemption, subject to Applicable Procedures, by such method as the Trustee shall deem fair and appropriate and

which may provide for the selection for redemption of portions of the principal amount of Registered Securities of such series. However,

no such partial redemption shall reduce the portion of the principal amount of a Registered Security of such series not redeemed to less

than the minimum denomination for a Security of such series established herein pursuant hereto.

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 Securities redeemed or to be redeemed only in part, to the portion of the principal of such Securities which has been or is

to be redeemed.

Section 1104.       Notice

of Redemption.

Notice of redemption shall be given

in the manner provided in Section 106, not less than 10 nor more than 60 days prior to the Redemption Date, unless a shorter period

is specified in the Securities to be redeemed, to the Holders of Securities to be redeemed. Failure to give notice by mailing or sending

in the manner herein provided to the Holder of any Registered Securities 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 Securities or portion

thereof.

Any notice that is mailed to the Holder

of any Registered Securities or sent to a Depository pursuant to Applicable Procedures in the manner herein provided shall be conclusively

presumed to have been duly given, whether or not such Holder receives the notice.

All notices of redemption shall state:

(1) the Redemption Date;

(2) the Redemption Price (or manner of calculation if not then known);

(3) the CUSIP number, if any, provided that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed

in such notice or printed on the Securities;

(4) 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 Securities to be redeemed;

(5) in case any Registered Security is to be redeemed in part only, the notice which relates to such Security shall state that on and

after the Redemption Date, upon surrender of such Security, the Holder of such Security will receive, without charge, a new Registered

Security or Registered Securities of authorized denominations for the principal amount thereof remaining unredeemed;

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(6) that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed only against tender

of such Security and, unless the Company shall default in the payment of the Redemption Price and accrued interest, that interest and

Additional Amounts, if any, thereon shall cease to accrue on and after said date;

(7) the place or places where such Securities, if any, maturing after the Redemption Date, are to be surrendered for payment of the Redemption

Price; and

(8) that the redemption is for a sinking fund, if such is the case.

A notice of redemption given as contemplated

by Section 106 need not identify particular Registered Securities to be redeemed.

Notice of redemption of Securities to

be redeemed at the election of the Company shall be given by the Company. At the Company’s request, the Trustee shall give the notice

of redemption in the Company’s name and at its expense; provided, however, that the Company shall have delivered to

the Trustee, at least 10 days prior to the date such notice of redemption is to be given pursuant to this Section 1104 (unless a

shorter period shall be satisfactory to the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and

setting forth the notice to be given as an exhibit thereto containing the information to be stated in such notice as provided in the preceding

paragraph.

Section 1105.       Deposit

of Redemption Price.

On or prior to 12:00 p.m. Eastern

Time 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, segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the Redemption Price

of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect

thereto, all the Securities or portions thereof which 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,

and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities

shall cease to bear interest, except to the extent provided below, shall be void. Upon surrender of any such Security for redemption in

accordance with said notice, maturing after the Redemption Date, such Security shall be paid by the Company at the Redemption Price, together

with accrued interest (or any Additional Amounts) to the Redemption Date. However, 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 Regular Record Dates according to their terms and the provisions of Section 307.

If any Security called for redemption

shall not be so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from

the Redemption Date at the rate prescribed therefor in the Security.

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Section 1107.       Securities

Redeemed in Part.

Any Registered Security which is to

be redeemed only in part shall be surrendered at any office or agency of the Company maintained for that purpose pursuant to Section 1002

(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). The Company shall execute and

the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Registered Security or Securities

of the same series, containing identical terms and provisions, of any authorized denomination as requested by such Holder in aggregate

principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. If a Security in

global form is so surrendered, the schedule to such global Security shall be adjusted as provided in Section 203, or the Company

shall execute, and the Trustee shall authenticate and deliver to the U.S. Depository or other depository for such Security in global form

as shall be specified in the Company Order with respect thereto to the Trustee, without service charge, a new Security in global form

in a denomination equal to and in exchange for the unredeemed portion of the principal of the Security in global form so surrendered.

ARTICLE XII

SINKING FUNDS

Section 1201.       Applicability

of Article.

The provisions

of this Article XII shall be applicable to any sinking fund for the retirement of Securities of a series, except as otherwise permitted

or required by any form of Security of such series issued pursuant to this Indenture.

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 Securities of such series is herein referred to as an “optional

sinking fund payment.” If provided for by the terms of Securities of any series, the cash amount of any 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.

Section 1202.       Satisfaction

of Sinking Fund Payments With Securities.

The Company may, in satisfaction of

all or any part of any sinking fund payment with respect to the Securities of such series to be made pursuant to the terms of such Securities

as provided for by the terms of such series

(1) deliver Outstanding Securities of such series (other than any of such Securities previously called for redemption or any of such Securities

in respect of which cash shall have been released to the Company); and

(2) apply as a credit Securities of such series which have been redeemed either at the election of the Company pursuant to the terms of

such series of Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities,

provided that such series of Securities have not been previously so credited.

Such Securities shall be received

and credited for such purpose by the Trustee at the Redemption Price specified in such Securities for redemption through operation

of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. If as a result of the delivery or

credit of Securities of any series in lieu of cash payments pursuant to this Section 1202, the principal amount of Securities

of such series to be redeemed in order to exhaust the aforesaid cash payment shall be less than $100,000, the Trustee need not call

Securities of such series for redemption, except upon Company Request, and such cash payment shall be held by the Trustee or a

Paying Agent and applied to the next succeeding sinking fund payment. However, the Trustee or such Paying Agent shall at the request

of the Company from time to time pay over and deliver to the Company any cash payment so being held by the Trustee or such Paying

Agent upon delivery by the Company to the Trustee of Securities of that series purchased by the Company having an unpaid principal

amount equal to the cash payment requested to be released to the Company.

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Section 1203.       Redemption

of Securities For Sinking Fund.

Not less than 75 days prior to each

sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officer’s 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 and the portion thereof, if any, which is to be satisfied by delivering and crediting

of Securities of that series pursuant to Section 1202, and the optional amount, if any, to be added in cash to the next ensuing mandatory

sinking fund payment. The Company will also deliver to the Trustee any Securities to be so credited and not theretofore delivered. If

such Officer’s 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 60 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 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 XIII

REPAYMENT AT THE OPTION OF HOLDERS

Section 1301.       Applicability

of Article.

Securities of any series which are repayable

at the option of the Holders thereof before their Stated Maturity shall be repaid in accordance with the terms of the Securities of such

series. The repayment of any principal amount of Securities pursuant to such option of the Holder to require repayment of Securities before

their Stated Maturity, for purposes of Section 309, shall not operate as a payment, redemption or satisfaction of the indebtedness

represented by such Securities unless and until the Company, at its option, shall deliver or surrender the same to the Trustee with a

directive that such Securities be cancelled. Notwithstanding anything to the contrary contained in this Article XIII, in connection

with any repayment of Securities, the Company may arrange for the purchase of any Securities by an agreement with one or more investment

bankers or other purchasers to purchase such Securities by paying to the Holders of such Securities on or before the close of business

on the repayment date an amount not less than the repayment price payable by the Company on repayment of such Securities, and the obligation

of the Company to pay the repayment price of such Securities shall be satisfied and discharged to the extent such payment is so paid by

such purchasers.

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ARTICLE XIV

MEETINGS OF HOLDERS

Section 1401.       Purposes

For Which Meetings May Be Called.

A meeting of Holders of Securities of

such 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 in Chicago, Illinois. 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 Board Resolution, or the Holders of at least 10% 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 in Chicago, Illinois for such meeting

and may call such meeting for such purposes by giving notice thereof as provided for 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

(a) a Holder of one or more Outstanding Securities of such series; or

(b) 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.

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. 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 chairperson 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 chairperson 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 days prior to the

date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an 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.

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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 only by the affirmative vote of the Holders of a majority in principal amount of the Outstanding Securities of that series;

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 such 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.

Section 1405.       Determination

of Voting Rights; Conduct and Adjournment of Meetings.

(a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable

for any meeting of Holders of Securities of such 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. 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.

(b) The Trustee shall, by an instrument in writing, appoint a temporary chairperson 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 the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairperson. A permanent chairperson 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.

(c) At any meeting each Holder of a Security of such series or proxy shall be entitled to one vote for each $1,000 principal amount of

Securities of such series held or represented by him or her. However, no vote shall be cast or counted at any meeting in respect of any

Security challenged as not Outstanding and ruled by the chairperson of the meeting to be not Outstanding. The chairperson 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.

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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 chairperson 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 triplicate of all votes cast at the meeting.

A record, at least in triplicate, 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 facts 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

chairperson 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.

ARTICLE XV

SUBORDINATION

Section 1501.       Securities

Subordinated to Senior Indebtedness.

The Company covenants and agrees, and

each Holder of Securities, by its acceptance thereof, whether upon original issue or upon transfer, assignment or exchange thereof, likewise

covenants and agrees, that the indebtedness evidenced by the Securities and the payment of the principal of (and premium, if any) and

interest on and any Additional Amounts payable in respect thereof is hereby expressly subordinated, to the extent and in the manner hereinafter

set forth, in right of payment to the prior payment in full of Senior Indebtedness.

Anything in this Indenture or in the

Securities of any series to the contrary notwithstanding, the indebtedness evidenced by the Securities shall be subordinate and junior

in right of payment, to the extent and in the manner hereinafter set forth, to all Senior Indebtedness:

(a) In the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization, arrangement or other

similar proceedings in connection therewith, relative to the Company or to its property, and in the event of any proceedings for voluntary

liquidation, dissolution or other winding-up of the Company, whether or not involving insolvency or bankruptcy, then the holders of Senior

Indebtedness shall be entitled to receive payment in full of all principal, premium and interest on all Senior Indebtedness before the

Holders of the Securities are entitled to receive any payment on account of principal, premium, if any, interest or Additional Amounts

upon the Securities, and to that end (but subject to the power of a court of competent jurisdiction to make other equitable provisions

reflecting the rights conferred in the Securities upon Senior Indebtedness and the Holders thereof with respect to the subordinated indebtedness

represented by the Securities and the Holders hereof by a lawful plan of reorganization under applicable bankruptcy law) the holders of

Senior Indebtedness shall be entitled to receive for application in payment thereof any payment or distribution of any kind or character,

whether in cash or property or securities, which may be payable or deliverable in any such proceedings in respect of the Securities after

giving effect to any concurrent payment or distribution in respect of such Senior Indebtedness;

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(b) In the event that any Security of any series is declared or otherwise becomes due and payable before its expressed maturity because

of the occurrence of an Event of Default under clauses (5) or (6) of Section 501 hereof (under circumstances when the provisions

of the foregoing clause (a) or the following clause (c) shall not be applicable), the holders of Senior Indebtedness outstanding

at the time such Security so becomes due and payable because of such occurrence of an Event of Default hereunder shall, so long as such

declaration has not been rescinded and annulled pursuant to Section 502, be entitled to receive payment in full of all principal

of, and premium and interest on, all such Senior Indebtedness before the Holders of the Securities of such series are entitled to receive

any payment on account of principal of, premium, if any, or interest and Additional Amounts on the Securities of such series. However,

nothing herein shall prevent the Holders of Securities from seeking any remedy allowed at law or at equity so long as any judgment or

decree obtained thereby makes provision for enforcing this clause; and

(c) In the event that any default shall occur and be continuing with respect to any Senior Indebtedness permitting the holders of such

Senior Indebtedness to accelerate the maturity thereof, if either

(1) notice of such default, in writing, shall have been given to the Company and to the Trustee, provided that judicial proceedings shall

be commenced in respect of such default within 180 days in the case of a default in payment of principal or interest and within 90 days

in the case of any other default after the giving of such notice, and provided further that only one such notice shall be given pursuant

to this Section 1501(c) in any twelve-month period; or

(2) judicial proceedings shall be pending in respect of such default,

the Holders of the Securities and the

Trustee, for the benefit of the Holders of the Securities, for their benefit shall not be entitled to receive any payment on account of

principal, premium, if any, or interest and Additional Amounts thereon (including any such payment which would cause such default) unless

payment in full of all principal of, and premium and interest on, such Senior Indebtedness shall have been made or provided for. The Trustee,

promptly upon receipt of any notice received by it pursuant to this Section 1501(c), shall send a copy of such notice to each Holder

of Securities at the time outstanding as the names and addresses of such Holders appear on the Security Register.

In case despite the foregoing provisions,

any payment or distribution shall, in any such event, be paid or delivered to any Holder of the Securities or to the Trustee, for the

benefit of the Holders of the Securities, before all Senior Indebtedness shall have been paid in full, such payment or distribution shall

be held in trust for and so paid and delivered to the holders of Senior Indebtedness (or their duly authorized representatives) until

all Senior Indebtedness shall have been paid in full.

The Company shall give written notice

to the Trustee within five days after the occurrence of any insolvency, bankruptcy, receivership, liquidation, reorganization, arrangement

or similar proceeding relative to the Company within the meaning of this Section 1501. Upon any payment or distribution of assets

of the Company referred to in this Article XV, the Trustee, subject to the provisions of Section 315(a) through 315(d) of

the Trust Indenture Act, and the Holders of the Securities shall be entitled to rely upon a certificate of the trustee in bankruptcy,

receiver, assignee for the benefit of creditors or other liquidating agent making such payment or distribution, delivered to the Trustee

or to the Holders of Securities, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders

of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or

distributed thereon and all other facts pertinent thereto or to this Article XV.

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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 Indebtedness (or a trustee or

agent on behalf of such holder) to establish that such notice has been given by a holder of Senior Indebtedness (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 Indebtedness to participate in any payment or distribution pursuant to this Section 1501,

the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness

held by such person, as to the extent to which such person is entitled to participate in such payment or distribution, and as to other

facts pertinent to the rights of such person under this Section 1501, 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.

For purposes of this Article, the words,

“cash or property or securities” shall not be deemed to include shares of stock or warrants to purchase shares of stock of

the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of arrangement,

reorganization or readjustment, the payment of which is subordinated (at least to the extent provided in this Article with respect

to the Securities) to the payment in full of all Senior Indebtedness which may at the time be outstanding; provided, that (i) the

Senior Indebtedness is assumed by the new corporation, if any, resulting from any such arrangement, reorganization or readjustment, and

(ii) the rights of the holders of the Senior Indebtedness are not, without the consent of such holders, altered by such arrangement,

reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation

or dissolution of the Company following the sale, conveyance or transfer of all or substantially all of its property and assets to another

corporation upon the terms and conditions provided in Article VIII shall not be deemed a dissolution, winding-up, liquidation or

reorganization for the purposes of this Section if such other corporation shall, as a part of such consolidation, merger, sale, conveyance

or transfer, comply with the conditions stated in Article VIII. This Section shall be subject to the further provisions of Section 1506.

Section 1502.       Subrogation.

Subject to the payment in full of all

Senior Indebtedness to which the indebtedness evidenced by the Securities is in the circumstances subordinated as provided in Section 1501,

the Holders of the Securities shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments or distributions

of cash, property or securities of the Company applicable to such Senior Indebtedness until all amounts owing on the Securities shall

be paid in full. As between the Company, its creditors other than holders of such Senior Indebtedness, and the Holders of the Securities,

no such payment or distribution made to the holders of such Senior Indebtedness by virtue of this Article XV which otherwise would

have been made to the Holders of the Securities shall be deemed to be a payment by the Company on account of such Senior Indebtedness,

it being understood that the provisions of this Article XV are and are intended solely for the purpose of defining the relative rights

of the Holders of the Securities on the one hand, and the holders of the Senior Indebtedness, on the other hand.

Section 1503.       Obligation

of Company Unconditional.

Nothing contained in this Article XV or elsewhere in

this Indenture or in the Securities,

(a) is intended to or shall impair as between its creditors other than the holders of Senior Indebtedness and the Holders of the Securities,

the obligation of the Company which is absolute and unconditional, to pay to the Holders of the Securities the principal of (and premium,

if any), interest on, or any Additional Amounts with respect to, the Securities as and when the same shall become due and payable in accordance

with their terms; or

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(b) is intended to or shall affect the relative rights of the Holders of the Securities and creditors of the Company other than the holders

of Senior Indebtedness; or

(c) prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default

under this Indenture, subject to the rights, if any, under this Article XV of the holders of Senior Indebtedness in respect of cash,

property or securities of the Company received upon the exercise of any such remedy.

Upon any payment or distribution of

assets of the Company referred to in this Article XV, the Trustee and the Holders of the Securities shall be entitled to rely upon

any order or decree made by any court of competent jurisdiction in which any such dissolution, winding up, liquidation or reorganization

proceeding affecting the affairs of the Company is pending or upon a certificate of the trustee in bankruptcy, receiver, assignee for

the benefit of creditors, liquidating trustee or agent or other person making any payment or distribution, delivered to the Trustee or

to the Holders of the Securities, for the purpose of ascertaining the persons entitled to participate in such payment or distribution,

the holders of the Senior Indebtedness and other indebtedness of the Company the amount thereof or payable thereon, the amount paid or

distributed thereon and all other facts pertinent thereto or to this Article XV.

Section 1504.       Payments

on Securities Permitted.

Nothing contained in this Article XV

or elsewhere in this Indenture, or in any of the Securities, shall affect the obligation of the Company to make, or prevent the Company

from making payment of the principal of (or premium, if any), interest or any Additional Amounts on the Securities in accordance with

the provisions hereof and thereof, except as otherwise provided in this Article XV.

Section 1505.       Effectuation

of Subordination By Trustee.

Each Holder of Securities, by his or

her acceptance thereof, authorizes and directs the Trustee in his or her behalf to take such action as may be necessary or appropriate

to effectuate the subordination provided in this Article XV and appoints the Trustee his or her attorney-in-fact for any and all

such purposes.

Section 1506.       Knowledge

of Trustee.

The Company shall give prompt written

notice to the Trustee and to any paying agent of any fact known to the Company which would prohibit the making of any payment of moneys

to or by the Trustee or any paying agent in respect of the Securities of any series pursuant to the provisions of this Article or

would end such prohibition. 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 Indebtedness or of any default or event of default with respect

to any Senior Indebtedness 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 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 Indebtedness or by the trustee under any indenture

pursuant to which Senior Indebtedness 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.

-63-

Regardless of anything to the contrary

herein, nothing shall prevent (a) any payment by the Company or the Trustee to the Security holders of amounts in connection with

a redemption of Securities if (i) notice of such redemption has been given pursuant to Article XI prior to the receipt by the

Trustee of written notice of prohibition as aforesaid, and (ii) such notice of redemption is given not earlier than 60 days before

the redemption date, or (b) any payment by the Trustee to the Security holders of amounts deposited with it pursuant to Sections

401 or 403.

The Trustee, subject to the provisions

of the Trust Indenture Act, shall be entitled to conclusively rely on the delivery to it of a written notice by a representative or a

Person representing himself to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such notice

has been given by a representative or a holder of Senior Indebtedness. 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 Indebtedness to participate in any payment or distribution

pursuant to this Article XV, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee

as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment

or distribution and any other facts pertinent to the rights of such Person under this Article XV, 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.

Section 1507.       Trustee’s

Relation to Senior Indebtedness.

Except as otherwise provided in the

Trust Indenture Act, the Trustee shall be entitled to all the rights set forth in this Article XV with respect to any Senior Indebtedness

at the time held by it, to the same extent as any other holder of Senior Indebtedness, and nothing in this Indenture shall deprive the

Trustee of any of its rights as such holder. Notwithstanding anything in this Indenture or in the Securities of any series to the contrary,

nothing in this Article XV shall apply to claims of or payment to the Trustee under or pursuant to Sections 506 and 606.

With respect to holders of Senior Indebtedness,

the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article XV,

and no implied covenants, duties, or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture

against the Trustee. The Trustee does not owe and shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness

and the Trustee shall not be liable to any holder of Senior Indebtedness if it shall pay over or deliver to Holders, the Company or any

other Person monies or assets to which any holder of Senior Indebtedness shall be entitled by virtue of this Article XV or otherwise.

Section 1508.       Rights

of Holders of Senior Indebtedness Not Impaired.

No right of any

present or future holder of any Senior Indebtedness to enforce the subordination herein shall at any time or in any way be prejudiced

or impaired by any act or failure to act on the part of the Company or by any non-compliance by the Company with the terms, provisions

or covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with.

-64-

ARTICLE XVI

MISCELLANEOUS PROVISIONS

Section 1601.       Securities

in Foreign Currencies.

Whenever this Indenture provides for

(i) any action by, or the determination of any of the rights of, Holders of Securities of any series in which not all of such Securities

are denominated in the same currency, or (ii) any distribution to Holders of Securities, in the absence of any provision to the contrary

in the form of Security of any particular series, any amount in respect of any Security denominated in a currency other than United States

dollars shall be treated for any such action or distribution as that amount of United States dollars that could be obtained for such amount

on such reasonable basis of exchange and as of the record date with respect to Registered Securities of such series (if any) for such

action, determination of rights or distribution (or, if there shall be no applicable record date, such other date reasonably proximate

to the date of such action, determination of rights or distribution) as the Company may specify in a written notice to the Trustee or,

in the absence of such written notice, as the Trustee or its agents may determine.

Section 1602.       Exemption

from Individual Liability.

No recourse under or upon any obligation,

covenant or agreement of this Indenture, or of any Security, or for any claim based thereon otherwise in respect thereof, shall be had

against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any predecessor or

successor corporation, either directly or through the Company, whether by virtue of any constitution, statute or rule of law, or

by the enforcement of any assessment or penalty or otherwise: it being expressly understood and agreed that this Indenture and the obligations

issued hereunder are solely corporate obligations of the Company and that no such personal liability whatever shall attach to, or is or

shall be incurred by, the incorporators, stockholders, officers or directors, as such, of the Company or of any predecessor or successor

corporation, or any of them, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations,

covenants or agreements contained in this Indenture or in any of the Securities or implied therefrom, and that any and all such personal

liability, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every

such incorporator, stockholder, officer or director, as such, because of the creation of the indebtedness hereby authorized, or under

or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securities, or implied therefrom,

are hereby expressly waived and released as a condition of, and as a consideration for, the execution and delivery of this Indenture and

the issue of such Securities.

* * * * *

This instrument 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 parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but

all of them together represent the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile or

PDF 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 for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their

original signatures for all purposes.

-65-

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

Enterprise Financial Services Corp

By:

/s/ Keene S. Turner

Name:

Keene S. Turner

Title:

Senior Executive Vice President, Chief Financial Officer and Chief Operating Officer

[Signature Page to Subordinated

Indenture]

IN WITNESS WHEREOF, the parties hereto

have caused this Indenture to be duly executed as of the day and year first above written.

U.S. Bank Trust Company, National Association, as Trustee

By:

/s/ Mark DiGiacomo

Name:

Mark DiGiacomo

Title:

Vice President

[Signature Page to

Subordinated Indenture]

EX-4.2 — EXHIBIT 4.2

EX-4.2

Filename: tm2618148d1_ex4-2.htm · Sequence: 4

Exhibit 4.2

ENTERPRISE FINANCIAL SERVICES CORP,

Company,

AND

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

Trustee

FIRST SUPPLEMENTAL INDENTURE

Dated as of June 17, 2026 to

SUBORDINATED INDENTURE

Dated as of June 17, 2026

6.25% FIXED-TO-FLOATING RATE SUBORDINATED NOTES

DUE 2036

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS

Section 1.1

Definitions

ARTICLE II

GENERAL TERMS AND CONDITIONS OF THE NOTES

Section 2.1

Designation and Principal Amount

Section 2.2

Form and Denomination of Notes

Section 2.3

Initial Limit on Amount of Series

Section 2.4

Rank; Subordination

Section 2.5

Further Issues Without Holders’ Consent

Section 2.6

Form and Payment

Section 2.7

Interest

Section 2.8

Redemption

Section 2.9

No Sinking Fund

Section 2.10

Notes Not Convertible or Exchangeable

Section 2.11

Events of Default

Section 2.12

Global Securities

Section 2.13

No Additional Amounts

Section 2.14

Notices to Holders

Section 2.15

Additional Terms

ARTICLE III

ORIGINAL ISSUE OF NOTES

Section 3.1

Original Issue of Notes

ARTICLE IV

DEFEASANCE

Section 4.1

Defeasance Applicable to Notes

ARTICLE V

MISCELLANEOUS

Section 5.1

Ratification of Indenture

Section 5.2

Conflict with Trust Indenture Act

Section 5.3

Effect of Headings and Table of Contents

Section 5.4

Successors and Assigns

Section 5.5

Separability Clause; Entire Agreement

Section 5.6

Benefits of Indenture

Section 5.7

Governing Law; Submission to Jurisdiction

Section 5.8

Waiver of Jury Trial

Section 5.9

Counterparts

Section 5.10

Trustee

THIS FIRST SUPPLEMENTAL INDENTURE, dated as of

June 17, 2026 (this “Supplemental Indenture”), between Enterprise Financial Services Corp, a Delaware corporation

having an address at 150 North Meramec Avenue, Clayton, Missouri 63105 (hereinafter called the “Company,” which term

shall include any successors and assigns pursuant to the terms of this Supplemental Indenture), and U.S. Bank Trust Company, National

Association, having a corporate trust office at One Federal Street, Boston, Massachusetts 02110, Attention: Enterprise Financial Services

Corp Administrator (hereinafter called the “Trustee”).

WHEREAS, the Company executed and delivered the

Subordinated Indenture (the “Indenture”), dated as of June 17, 2026, to the Trustee, to provide for the issuance

from time to time of the Company’s notes or other evidences of indebtedness (the “Securities”), to be issued

in one or more series;

WHEREAS, pursuant to the terms of the Indenture,

the Company desires to provide for the establishment of a series of its Securities under the Indenture to be known as its “6.25%

Fixed-to-Floating Rate Subordinated Notes due 2036” (the “Notes”), the form and substance of and the terms,

provisions and conditions thereof to be set forth as provided in the Indenture and this Supplemental Indenture;

WHEREAS, the Pricing Committee of the Board of

Directors of the Company, pursuant to resolutions duly adopted on June 12, 2026, has duly authorized the issuance of the Notes and

the amendments to the Indenture provided for in this Supplemental Indenture, and has authorized the proper officers of the Company to

execute any and all appropriate documents necessary or appropriate to effect each such issuance;

WHEREAS, this Supplemental Indenture is being entered

into pursuant to the provisions of Section 201, Section 301, Section 303 and Article IX of the Indenture;

WHEREAS, the Company has requested that the Trustee

execute and deliver this Supplemental Indenture; and

WHEREAS, all things necessary to make this Supplemental

Indenture a valid agreement of the Company, in accordance with its terms, and to make each of the Notes, when executed by the Company

and authenticated and delivered by the Trustee or an authentication agent, the valid obligations of the Company, have been performed,

and the execution and delivery of this Supplemental Indenture has been duly authorized in all respects.

NOW THEREFORE, in consideration of the premises

and the purchase and acceptance of the Notes by the Holders thereof, and for the purpose of setting forth, as provided in the Indenture,

the forms and terms of the Notes, the Company covenants and agrees with the Trustee, for the equal and proportionate benefit of the Holders

of the Notes, as follows:

ARTICLE I

DEFINITIONS

Section 1.1             Definitions.

For all purposes of this Supplemental Indenture,

except as otherwise expressly provided or unless the context otherwise requires:

(a)           all

references in this instrument to designated “Articles,” “Sections” and other subdivisions are to be designated

Articles, Sections and other subdivisions of this instrument unless the context otherwise requires; the words “herein,” “hereof”

and “hereunder” and other words of similar import refer to this Supplemental Indenture as a whole and not to any particular

Article, Section or other subdivision;

- 2 -

(b)           each

term defined in the Indenture has the same meaning when used in this Supplemental Indenture, except to the extent specifically defined

herein, in which case the meaning ascribed to it in this Supplemental Indenture shall control; and

of the 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.”

“Benchmark” means, initially,

Three-Month Term SOFR; provided that if the Calculation Agent determines on or prior to the Reference Time for any floating rate interest

period 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 for such floating rate interest

period and any subsequent floating rate interest periods.

“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; and

(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.

- 3 -

“Benchmark Replacement Adjustment”

means the first alternative set forth in the order below that can be determined by the Calculation Agent as of the Benchmark Replacement

Date:

(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 determines may be appropriate to

reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Calculation Agent

determines 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 clauses (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.

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.

- 4 -

“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, 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.

“Business Day” means any day,

other than a Saturday or Sunday, that is neither a federal holiday nor a day on which banking institutions in New York City are authorized

or required by law, regulation or executive order to close; 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.

“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 2.7. The Company shall initially act as the 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 (which will be compounded in arrears with a lookback and/or suspension period as a mechanism to determine the interest amount payable

prior to the end of each interest period) 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 and the spread of 232 basis points per annum.

- 5 -

“Corresponding Tenor” means

(i) with respect to Term SOFR, three months, and (ii) with respect to a Benchmark Replacement, a tenor (including overnight)

having approximately the same length (disregarding business day adjustment) as the applicable tenor for the then-current Benchmark.

“DTC” means The Depository

Trust Company.

“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 (“FRBNY”) at http://www.newyorkfed.org, or any successor

source.

“Fixed Rate Interest Payment Date” has the meaning provided in Section 2.7(a). “Fixed

Rate Period” has the meaning provided in Section 2.7(a).

“Fixed Rate Regular Record Date” has the meaning

provided in Section 2.7(a).

“Floating Rate Interest Payment Date” has the meaning provided in Section 2.7(b).

“Floating Rate Period” has the meaning provided in Section 2.7(b).

“Floating Rate Regular Record Date” has the meaning

provided in Section 2.7(b).

“Interest Payment Date” has the meaning provided in Section 2.7(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 by the Calculation Agent for the Corresponding Tenor by interpolating on a linear basis

between: (1) the Benchmark for the longest period (for which the Benchmark is available) that is shorter than the Corresponding Tenor,

and (2) the Benchmark for the shortest period (for which the Benchmark is available) that is longer than the Corresponding Tenor.

“ISDA Definitions” means the

2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended

or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.

“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.

- 6 -

“Issue Date” means June 17, 2026.

“Maturity Date” has the meaning provided

in Section 2.2.

“Redemption Date” means, with

respect to any redemption of the Notes pursuant to Section 2.8, the date fixed for such redemption.

“Reference Time” with respect

to any determination of the Benchmark means (1) if the Benchmark is Three-Month Term SOFR, the time determined by the Calculation

Agent after giving effect to the Three-Month Term SOFR Conventions, and (2) if the Benchmark is not Three-Month Term SOFR, the time

determined by the Calculation Agent after giving effect to the Benchmark Replacement Conforming Changes.

“Relevant Governmental Body”

means the Federal Reserve and/or the FRBNY, or a committee officially endorsed or convened by the Federal Reserve and/or the FRBNY 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 any 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 for the applicable Corresponding Tenor based on SOFR as published by the Term SOFR Administrator.

“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 floating

rate 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%.

- 7 -

“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 determines 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 determines 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 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; any proposed change in those laws, rules or regulations that is announced or

becomes effective after the original issue date of the Notes; or (a) 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.

“U.S. Government Securities Business Day”

means any day except for (a) a Saturday, (b) a Sunday or (c) 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 United

States government securities.

“Unadjusted Benchmark Replacement”

means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

ARTICLE II

GENERAL

TERMS AND CONDITIONS OF THE NOTES

Section 2.1             Designation

and Principal Amount.

There is hereby authorized and established a series

of Securities under the Indenture, designated as the “6.25% Fixed-to-Floating Rate Subordinated Notes due 2036.”

- 8 -

Section 2.2             Form and

Denomination of Notes.

The definitive form of the Notes and the Trustee’s

Certificate of Authentication to be endorsed thereon 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, as supplemented by this Supplemental Indenture. The Stated Maturity Date of the Notes shall be July 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. The Notes shall not be issued as Original Issue Discount Securities.

Section 2.3             Initial

Limit on Amount of Series.

The Notes shall initially be limited to $175,000,000

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 2.5 hereof.

Section 2.4             Rank;

Subordination.

The Notes are unsecured and shall rank subordinate

and junior, to the extent and in the manner set forth in the Indenture, in right of payment and upon liquidation to any of the Company’s

existing and of all the Company’s future obligations to the holders of Senior Indebtedness of the Company. The Notes shall rank

equal in right of payment and upon liquidation among themselves and with all of the Company’s other indebtedness that, in the instrument

creating or evidencing the same or pursuant to which the same is outstanding, provides that such obligations are not superior in right

of payment to the Notes or to other indebtedness that is pari passu with, or is not subordinate to, the Notes. It is intended that

the Notes be and are Tier 2 Capital or the equivalent, for all regulatory purposes.

Section 2.5             Further

Issues Without Holders’ Consent.

The Company may, without notice to or the consent

of the Holders of the Notes, but in compliance with the terms of the Indenture and this Supplemental Indenture, create and issue additional

Notes having the same ranking, interest rate, maturity date and other terms as the Notes (other than the date of issuance, the issue price,

the initial interest accrual date and the first Interest Payment Date). Any such additional Notes will rank equally and ratably with the

Notes. Any such additional Notes, together with the Notes initially issued hereunder, will constitute a single series of Securities for

all purposes under the Indenture. Notwithstanding anything to the contrary in the foregoing, no additional Notes may be issued unless

(1) the additional Notes will be fungible with the Notes initially issued hereunder for United States securities law purposes, (2) (a) the

additional Notes are issued pursuant to a “qualified reopening” of the Notes initially issued hereunder for United States

federal income tax purposes, or (b) the Notes initially issued hereunder were, and the additional Notes are, issued without any original

issue discount for United States federal income tax purposes and (3) the additional Notes have the same CUSIP number as the Notes

initially issued hereunder. No additional Notes may be issued if any Event of Default has occurred and is continuing with respect to the

Notes.

- 9 -

Section 2.6             Form and

Payment.

Principal of, Additional Amounts, if any, and interest

on the Notes shall be payable in Dollars.

Section 2.7             Interest.

(a)            The

Notes will bear interest at an initial rate of 6.25% per annum from and including June 17, 2026 to, but excluding, July 1, 2031

or earlier Redemption Date (the “Fixed Rate Period”). Interest accrued on the Notes during the Fixed Rate Period will

be payable semi-annually in arrears on January 1 and July 1 of each year, commencing on January 1, 2027 (each such date,

a “Fixed Rate Interest Payment Date”). The last Fixed Rate Interest Payment Date shall be July 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 July 1, 2031, to, but excluding, the Maturity Date or earlier

Redemption Date (the “Floating Rate Period”). The floating interest rate will be reset quarterly, and the

interest rate for any Floating Rate Period shall be equal to the then-current Three-Month Term SOFR plus 232 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

October 1, 2031 (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).

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, July 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 on the basis of the actual number

of days elapsed. Dollar amounts resulting from that calculation will be rounded to the nearest cent, with one-half cent being rounded

upward. 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 postponed to the next succeeding day which is a Business Day (any payment

made on such date will be treated as being made on the date that the payment was first due and no interest on such payment will accrue

for the period from and after such scheduled Interest Payment Date); provided, that in the event that any scheduled Floating Rate Interest

Payment Date falls on a day that is not a Business Day and the next succeeding Business Day falls in the next succeeding calendar month,

such Floating Rate Interest Payment Date will be accelerated to the immediately preceding Business Day, and, in each such case, the amounts

payable on such Business Day will include interest accrued to, but excluding, such Business Day. Dollar amounts resulting from interest

calculations will be rounded to the nearest cent, with one half cent being rounded upward.

- 10 -

(d)            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 promptly upon request and will be provided to the Trustee. The Calculation Agent shall have

all the rights, protections and indemnities afforded to the Trustee under the Indenture and hereunder. The Calculation Agent may be removed

by the Company at any time. If the Calculation Agent is unable or unwilling to act as Calculation Agent or is removed by the Company,

the Company will promptly appoint a replacement Calculation Agent. The Calculation Agent may not resign its duties without a successor

having been duly appointed; provided, that if a successor Calculation Agent has not been appointed by the Company and such successor accepted

such position within 30 days after the giving of notice of resignation by the Calculation Agent, then the resigning Calculation Agent

may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Calculation Agent

with respect to such series. The Trustee shall not be under any duty to succeed to, assume or otherwise perform, any duties of the Calculation

Agent, or to appoint a successor or replacement in the event of the Calculation Agent’s resignation or removal or to replace the

Calculation Agent in the event of a default, breach or failure of performance on the part of the Calculation Agent with respect to the

Calculation Agent’s duties and obligations hereunder. For the avoidance of doubt, if at any time there is no Calculation Agent appointed

by the Company, then the Company shall be the Calculation Agent. The Company may appoint itself or any of its Affiliates to be the Calculation

Agent.

(e) 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 interest period during the floating rate period, then the Benchmark Replacement will replace the

then-current Benchmark for all purposes relating to the Notes during such interest period and on all subsequent interest periods. 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 2.7(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 2.7(e) 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 232 basis points.

- 11 -

(3)            The

Company and the Calculation Agent are 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 2.7(e). Any

determination, decision or election that may be made by the Company or the Calculation Agent under the terms of the Notes, including any

determination with respect to the use of Three-Month Term SOFR as the Benchmark for the Floating Rate Period, any determination under

the benchmark transition provisions, any determination of a tenor, rate or adjustment or of the occurrence or non-occurrence of an event,

circumstance or date and any decision to take or refrain from taking any action or selection (A) will be conclusive and binding on

the Holders of the Notes and the Trustee absent manifest error, (B) if made by the Company as Calculation Agent, will be made in

the Company’s sole discretion, (C) if made by a Calculation Agent other than the Company, will be made after consultation with

the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects

and (D) notwithstanding anything to the contrary herein or in the Indenture, shall become effective without consent from the Holders

of the Notes, the Trustee or any other party. 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).

- 12 -

(6)            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 2.8             Redemption.

(a)            The

Notes are not subject to redemption or prepayment at the option of the Holders. 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 July 1, 2031, but not prior

thereto (except upon the occurrence of certain events specified below), and on any Interest Payment Date thereafter, 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.

(b)            In

addition, 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, 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.). The Notes may not otherwise be redeemed prior to the Maturity Date.

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 XI of the Indenture shall

apply to any redemption of the Notes pursuant to this Section 2.8. 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.

notice of redemption provided to the Holders of the Notes may be conditional in the Company’s discretion, and the Company may delay

the Redemption Date 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. The Company will provide written notice to the Trustee prior to the close of business two Business

Days prior to the Redemption Date (or such shorter period as may be acceptable to the Trustee) if any such redemption has been rescinded

or delayed, and upon receipt of an Officer’s Certificate requesting that the Trustee give such notice and setting forth the notice

to be given as an exhibit thereto, the Trustee will provide such notice to each Holder of the Notes in the same manner in which the notice

of redemption was given.

- 13 -

Section 2.9             No

Sinking Fund.

No sinking fund will be provided with respect to

the Notes. In no event shall any Holder of the Notes have the right to require the Company to call, redeem or repurchase the Notes, in

whole or in part, and Section 1301 of the Indenture shall not be applicable to the Notes. Nothing in this Section 2.9

shall limit the ability of Holders of Notes to enforce their rights to the payment of principal, Additional Amounts, if any, and interest

on the Notes at maturity as provided in the Notes and in the Indenture, including Section 507 of the Indenture.

Section 2.10           Notes

Not Convertible or Exchangeable.

The Notes will not be convertible or exchangeable for other

securities or property.

Section 2.11           Events

of Default.

Only the Events of Default described in clauses

(5) and (6) of Section 501 of the Indenture shall permit acceleration of the maturity of the Notes, as provided in Section 502

of the Indenture.

Section 2.12           Global

Securities.

The Notes shall be issued as Registered Securities

and in the form of one or more permanent global Securities, without coupons, registered in the name of the Depository or its nominee.

The initial Depository for the Notes shall be DTC. Except as otherwise provided in Section 305 of the Indenture, the global Securities

described above may be transferred by the Depository, in whole but not in part, only to a nominee of the Depository, or by a nominee of

the Depository to the Depository, or to a successor Depository or to a nominee of such successor Depository.

Owners of beneficial interests in such global Securities

will not be considered the Holders thereof for any purpose under the Indenture. The rights of owners of beneficial interests in such global

Securities shall be exercised only through the Depository.

Section 2.13           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 (whether as a result of a change in law

or otherwise), the Company will not pay additional amounts with respect to such tax or assessment.

Section 2.14           Notices to Holders.

Any notices required to be given to Holders of

the Notes shall also be given to the Trustee at its Corporate Trust Office.

Section 2.15           Additional Terms.

Other terms applicable to the Notes are as otherwise

provided for in the Indenture, as supplemented by this Supplemental Indenture.

- 14 -

ARTICLE III

ORIGINAL

ISSUE OF NOTES

Section 3.1             Original

Issue of Notes.

The Notes may, upon execution of this Supplemental

Indenture, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall, upon Company Order, authenticate

and deliver such Notes as in such Company Order provided.

ARTICLE IV

DEFEASANCE

Section 4.1             Defeasance

Applicable to Notes.

Pursuant to Section 301(18) and Section 403

of the Indenture, provision is hereby made for defeasance of the Notes under Section 403 of the Indenture upon the terms and conditions

contained in Article IV of the Indenture.

ARTICLE V

MISCELLANEOUS

Section 5.1             Ratification

of Indenture.

The Indenture, as supplemented by this Supplemental

Indenture, is in all respects ratified and confirmed, and this Supplemental Indenture shall be deemed part of the Indenture in the manner

and to the extent herein and therein provided; provided, however, that the provisions of this Supplemental Indenture shall apply

solely with respect to the Notes and shall govern in the event of any difference with the Indenture.

Section 5.2             Conflict

with Trust Indenture Act.

If any provision hereof limits, qualifies or conflicts

with a provision of the Trust Indenture Act that is required under such Act to be a part of and govern this Indenture, the latter provision

shall control. If any provision of this Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act that may

be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case

may be.

Section 5.3             Effect

of Headings and Table of Contents.

The Article and Section headings herein

and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 5.4             Successors

and Assigns.

All covenants and agreements in this Supplemental

Indenture by the Company shall bind its successors and assigns, whether expressed or not.

Section 5.5             Separability

Clause; Entire Agreement.

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. The Indenture, as supplemented by the Supplemental Indenture, and the exhibits hereto

set forth the entire agreement and understanding of the Company and the Trustee related to this transaction and supersedes all prior agreements

and understandings, oral or written.

- 15 -

Section 5.6             Benefits

of Indenture.

Nothing in this Supplemental Indenture or in the

Notes, express or implied, shall give to any Person, other than the Holders of the Notes, the parties hereto and their successors hereunder,

any benefit of any legal or equitable right, remedy or claim under this Supplemental Indenture.

Section 5.7             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. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF

OR BASED UPON THIS SUPPLEMENTAL INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE

UNITED STATES OF AMERICA LOCATED IN THE CITY OF NEW YORK OR THE COURTS OF THE STATE OF NEW YORK IN EACH CASE SITTING IN THE BOROUGH OF

MANHATTAN, LOCATED IN THE CITY OF NEW YORK, AND EACH OF THE PARTIES HERETO AND THE HOLDERS BY ACCEPTANCE OF THE SUBORDINATED NOTES HEREBY

IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.

Section 5.8             Waiver

of Jury Trial.

EACH OF THE COMPANY, THE TRUSTEE AND EACH HOLDER

OF A NOTE BY ITS ACCEPTANCE THEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT

MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE,

THE NOTES, THE INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Section 5.9             Counterparts.

This Supplemental Indenture may be executed in

several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Each signed

copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture

and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture

as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto

transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

Section 5.10           Trustee.

The Trustee shall not be responsible in any manner for or in respect of, and makes no representation as to the validity, sufficiency or

adequacy of this Supplemental Indenture or the Notes, and it shall not be responsible for any statement of the Company in this Supplemental

Indenture or in the Notes. The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility

for their correctness. The Trustee shall not be accountable for the use or application by the Company of the Notes or the proceeds thereof.

[Signature page follows on next page]

- 16 -

IN WITNESS WHEREOF, the parties hereto have caused

this Supplemental Indenture to be duly executed all as of the day and year first above written.

Enterprise Financial Services Corp

By: /s/ Keene S. Turner

Name:

Keene S. Turner

Title: Senior Executive Vice President, Chief Financial Officer and Chief Operating Officer

[Signature Page to First Supplemental Indenture]

IN WITNESS WHEREOF, the parties hereto have caused

this Supplemental Indenture to be duly executed all as of the day and year first above written.

U.S. Bank Trust Company, National Association, as Trustee

By: /s/ Mark DiGiacomo

Name:

Mark DiGiacomo

Title:

Vice

President

[Signature Page to First Supplemental

Indenture]

Exhibit A

FORM OF NOTE

ENTERPRISE FINANCIAL SERVICES CORP

6.25% FIXED-TO-FLOATING RATE SUBORDINATED NOTE

DUE July 1, 2036

No. 1

$175,000,000

CUSIP No. 293712 AC9

ISIN

No. US293712AC97

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING

OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., THE NOMINEE OF THE DEPOSITORY TRUST COMPANY

(THE “DEPOSITORY”). EXCEPT AS OTHERWISE PROVIDED IN SECTION 305 OF THE INDENTURE, THIS SECURITY MAY NOT BE

TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR

ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.

UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED

REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ENTERPRISE FINANCIAL SERVICES CORP

(THE “COMPANY”) OR ITS AGENT FOR REGISTRATION OR TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED

IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO

CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF

FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS SECURITY IS NOT

A DEPOSIT AND IT IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (“FDIC”) OR ANY OTHER GOVERNMENT

AGENCY.

THIS SECURITY IS SUBORDINATED, AS TO PRINCIPAL, INTEREST

AND PREMIUM, AND ADDITIONAL AMOUNTS, IF ANY, TO ALL “SENIOR INDEBTEDNESS” OF THE COMPANY, INCLUDING ALL OBLIGATIONS

TO THE COMPANY’S DEPOSITORS AND GENERAL CREDITORS (OTHER THAN OBLIGATIONS TO TRADE CREDITORS INCURRED IN THE ORDINARY COURSE OF

THE COMPANY’S BUSINESS). THIS SECURITY IS NOT SECURED BY ANY ASSETS OF THE COMPANY OR BY THE ASSETS OF ANY OF ITS SUBSIDIARIES OR

AFFILIATES, IS NOT GUARANTEED BY ANY OF THE COMPANY’S SUBSIDIARIES OR AFFILIATES.

THIS SECURITY IS ISSUABLE IN 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 SUCH SERIES OF A DIFFERENT AUTHORIZED

DENOMINATION, AS REQUESTED BY THE HOLDER SURRENDERING THE SAME.

Enterprise Financial Services Corp, a Delaware

corporation, and any successor thereto, as provided below (the “Company”), for value received, hereby promises to pay

or deliver, as the case may be, to CEDE & CO., or registered assigns, the principal sum of One Hundred Seventy Five Million Dollars

($175,000,000) on July 1, 2036 (the “Stated Maturity Date”), unless redeemed prior to such date. This Security

will bear interest at an initial rate of 6.25% per annum from and including June 17, 2026, to, but excluding, July 1, 2031 (the

“Fixed Rate Period”), unless redeemed prior to such date. Interest accrued on this Security during the Fixed Rate Period

will be payable semi-annually in arrears on January 1 and July 1 of each year (each such date, a “Fixed Rate Interest

Payment Date”), with the first such Fixed Rate Interest Payment Date being January 1, 2027, and the last such Fixed Rate

Interest Payment Date being July 1, 2031, unless redeemed prior to such date. This Security will bear interest at a floating per

annum interest rate from and including July 1, 2031, to, but excluding, the Stated Maturity Date or any earlier redemption date (the

“Floating Rate Period”). The floating interest rate will be reset quarterly, and the interest rate for any Floating

Interest Period will be equal to the then-current Benchmark plus 232 basis points. During the Floating Rate Period, interest on this Security

will be payable quarterly in arrears on January 1, April 1, July 1, and October 1 of each year (each such date, a

“Floating Rate Interest Payment Date” and, together with a Fixed Rate Interest Payment Date, an “Interest

Payment Date”), with the first such Floating Rate Interest Payment Date being October 1, 2031, and the last such Floating

Rate Interest Payment Date being the Stated Maturity Date or any earlier redemption date. Notwithstanding the foregoing, if the Benchmark

is less than zero, the Benchmark shall be deemed to be zero. Interest on each Fixed Rate Interest Payment Date is payable to holders of

record on the Fixed Rate Regular Record Date pursuant to the Indenture. Interest on each Floating Rate Interest Payment Date is payable

to holders of record on the Floating Rate Regular Record Date pursuant to the Indenture.

The 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. The 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. Dollar amounts resulting from that calculation will be rounded to the nearest cent, with one-half

cent being rounded upward. If a Fixed Rate Interest Payment Date or the Stated Maturity Date for this Security falls on a day that is

not a Business Day, the interest payable on such Interest Payment Date or the payment of principal and interest on the Stated Maturity

Date will be postponed to the next succeeding Business Day, but the payments made on such dates will be treated as being made on the date

that the payment was first due and the Holder of this Security will not be entitled to any further interest or other payment in respect

thereof. However, if a Floating Rate Interest Payment Date falls on a day that is not a Business Day, then such Floating Rate Interest

Payment Date will be postponed to the next succeeding Business Day, unless such day falls in the next succeeding calendar month, in which

case 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.

No sinking fund will be provided with respect to

this Security. In no event shall any Holder of this Security have the right to require the Company to call, redeem or repurchase this

Security, in whole or in part prior to maturity. Nothing in this paragraph, however, shall limit the ability of the Holder of this Security

to enforce its rights to the payment of principal and Additional Amounts, if any, and interest on the Security at maturity as provided

herein.

Payment of the principal of and interest on this

Security will be made at the Corporate Trust Office of the Trustee, or such other office or agency of the Company maintained for that

purpose 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; provided, however, that at the option of the Company, payment of interest may be made by check mailed to Holders

of Registered Securities entitled thereto as such Holders shall appear in the Securities Register.

Under certain conditions, the Company may, without

notice to or the consent of the Holder of this Security, create and issue additional notes ranking equally with this Security and otherwise

the same in all respects (except for the issue date, issue price, initial interest accrual date and first Interest Payment Date), provided

that no such additional notes may be issued unless (1) the additional notes are fungible with this Security for United States

securities law purposes, (2) (a) the additional notes are issued pursuant to a “qualified reopening” of this Security

for United States federal income tax purposes, or (b) this Security was, and the additional notes are, issued without any original

issue discount for United States federal income tax purposes and (3) the additional notes have the same CUSIP number as this Security.

No additional notes may be issued if any Event of Default has occurred and is continuing with respect to this Security. Such additional

notes shall be consolidated and form a single series with this Security.

The Securities shall be issued as registered securities

in the form of one or more permanent global Securities, without coupons, registered in the name of the Depository or its nominee. The

global Securities described above may be transferred by the Depository, in whole but not in part, only to a nominee of the Depository,

or by a nominee of the Depository to the Depository, or to a successor Depository or to a nominee of such successor Depository.

Owners of beneficial interests in such global Securities

will not be considered the Holders thereof for any purpose hereunder. The rights of owners of beneficial interests in such global Securities

shall be exercised only through the Depository.

Any “depository institution,” as defined

in Section 3(c)(1) of the Federal Deposit Insurance Act, which holds a Security (or beneficial interest therein) shall be deemed

to have agreed by acquiring such Security (or beneficial interest) to waive any rights to offset all or any portion of the indebtedness

represented by such Security (or interest) against any indebtedness or other obligations of such institution to the Company.

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 by the manual signature of an authorized signatory, this Security shall not be entitled to any benefit

under the Indenture or be valid or obligatory for any purpose.

(Remainder of page intentionally left blank)

WITNESS WHEREOF, the Company has caused this instrument to be duly executed by manual, electronic or facsimile signature.

Enterprise Financial Services Corp

By:

Name:

Title:

Dated: June 17, 2026

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred

to in the within-mentioned Indenture.

U.S. Bank Trust Company, National Association, as Trustee

By:

Authorized Signatory

Dated: June 17, 2026

REVERSE OF SECURITY

This Security is one of a duly authorized issue

of 6.25% Fixed-to-Floating Rate Subordinated Notes due 2036 of the Company (the “Securities”), issued and to be issued

in one or more series under a Subordinated Notes Indenture, dated as of June 17, 2026 (the “Base Indenture”),

as supplemented by that First Supplemental Indenture, June 17, 2026 (the “First Supplemental Indenture” and, together

with the Base Indenture, the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as

Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), to which the

Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights,

duties and immunities thereunder of the Trustee, the Company and the Holders of the Securities, and to which Indenture reference is hereby

made for a statement of the terms upon which the Securities of this series are, and are to be, authenticated and delivered. By the terms

of the Indenture, the Securities are issuable in series that may vary as to amount, date of maturity, rate of interest, rank and in any

other respect provided in the Indenture.

The Company’s indebtedness evidenced by this

Security is, to the extent provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all

Senior Indebtedness, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this

Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee

on his, her or its behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints

the Trustee his, her or its attorney-in-fact for any and all such purposes. Each Holder hereof, by his, her or its acceptance hereof,

waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness,

whether now outstanding or hereafter created, incurred, assumed or guaranteed, and waives reliance by each such holder upon said provisions.

The Indenture contains provisions for defeasance

of this Security upon compliance with certain conditions set forth in the Indenture.

If certain Events 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. Any Event of Default with respect to this Security may be waived by the Holder hereof,

as and if provided in the Indenture. The Company waives demand, presentment for prepayment, notice of nonpayment, notice of protest and

all other notices to the extent it may lawfully do so.

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 to, but excluding, the Redemption Date, on any Interest Payment Date on or after July 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 100% of the principal amount of the Securities to be redeemed

plus accrued and unpaid interest to, but excluding, the Redemption Date fixed by the Company.

R-6

Notwithstanding any of the foregoing, to the extent

then required under or pursuant to applicable regulations of the Federal Reserve, this Security may not be repaid prior to the Stated

Maturity Date without the prior written consent of the Federal Reserve. 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 XI of the Base Indenture and Section 2.8 of the First Supplemental Indenture

shall apply to the redemption of any Securities by the Company.

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 (whether as a result of a change in law or otherwise),

the Company will not pay additional amounts with respect to such tax or assessment.

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, premium and Additional Amounts (if any) 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. 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.

All terms used in this Security which are defined

in the Indenture shall have the meanings assigned to them in the Indenture.

Nothing in this Security, express or implied, shall

give to any person, other than the Holders of the Securities, the parties hereto and their permitted successors hereunder, any benefit

of any legal or equitable right, remedy or claim hereunder.

The Securities of this series are issuable only

in registered form without coupons in denominations of $1,000 and any 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 such series of a different authorized denomination, as requested by the Holder surrendering the same.

R-7

All notices under this Security shall be in writing

and in the case of the Company, addressed to the Company at 150 North Meramec Avenue, Clayton, Missouri 63105, Facsimile: (314) 787-5205,

Attention: Keene S. Turner, Senior Executive Vice President, Chief Financial Officer and Chief Operating Officer, or, in the case of the

Trustee at One Federal Street, Boston, Massachusetts 02110 Attention: Enterprise Financial Services Corp Administrator, or to such other

address of the Trustee as the Trustee may notify the holders of the Securities. All notices to the Holder of this Security will be given

to the Holder at its address as it appears in the Security Register.

All covenants and agreements by the Company in

this Security and the Indenture shall bind the Company’s successors and assigns, including successors by operation of law resulting

from a merger or consolidation of the Company, or successors resulting from the transfer of the Company’s assets and liabilities

substantially or entirely, to another entity (“Successors”). Any Successor shall expressly assume in writing all the

Company’s obligations hereunder prior to becoming a Successor, and upon becoming a Successor, shall perform all the Company’s

obligations hereunder and make all payments due hereunder.

In case any provision in this 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.

EACH OF THE COMPANY, THE TRUSTEE AND EACH HOLDER

OF THIS SECURITY BY ITS ACCEPTANCE HEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT

IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SECURITY, THE INDENTURE,

OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

This Security shall be governed by and construed

in accordance with the laws of the State of New York and, where applicable, the federal laws of the United States of America.

R-8

[FORM OF TRANSFER NOTICE]

To assign this Security, fill in the form below:

(I) or (we) assign and transfer this Note to:

(Insert Assignee’s legal name)

(Insert assignee’s Soc. Sec. or tax I.D. no.)

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

and irrevocably appoint to transfer this Security

on the books of the Company. The agent may substitute another to act for him.

Date:

Your signature:

(Sign

exactly as your name appears on the face of this Security)

Signature Guarantee*:

*Participant in a recognized Signature Guarantee Medallion Program

(or other signature guarantor acceptable to the Trustee).

EX-5.1 — EXHIBIT 5.1

EX-5.1

Filename: tm2618148d1_ex5-1.htm · Sequence: 5

Exhibit 5.1

June

17, 2026

Board of Directors

Enterprise Financial Services Corp

150 North Meramec Avenue

Clayton, MO 63105

Re:

Enterprise Financial Services Corp—Prospectus Supplement to Shelf Registration Statement on Form S-3 (File No. 333-294014)

Ladies and Gentlemen:

We have acted as legal counsel

to Enterprise Financial Services Corp, a Delaware corporation (the “Company”). At the Company’s request, we have

examined a prospectus supplement, dated June 12, 2026 and filed with the Securities and Exchange Commission (the “Commission”)

pursuant to Rule 424(b) of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities

Act”), on June 16, 2026 (the “Prospectus Supplement”) to the prospectus, dated March 4, 2026 (together with

the Prospectus Supplement, the “Prospectus”), related to the above-referenced Registration Statement on Form S-3 (the

“Registration Statement”), relating to the issuance and sale by the Company of up to $175,000,000 aggregate principal

amount of the Company’s 6.25% Fixed-to-Floating Rate Subordinated Notes due 2036 (the “Notes”). The Notes will

be issued under the First Supplemental Indenture, dated June 17, 2026 (the “Supplemental Indenture”) to that certain

Indenture, dated as of June 17, 2026 (together with the Supplemental Indenture, the “Indenture”), by and between the

Company and U.S. Bank Trust Company, National Association as trustee (the “Trustee”). The Notes are to be sold by the

Company pursuant to the Underwriting Agreement, dated June 12, 2026 (the “Underwriting Agreement”), by and among the

Company, and Keefe, Bruyette & Woods, Inc. and Raymond James & Associates, Inc., as representatives of the underwriters.

This opinion letter is being

furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

In so acting, we have examined

original counterparts or copies of original counterparts of the following documents:

(i)             the

Underwriting Agreement;

(ii)            the

Registration Statement and all exhibits thereto;

(iii)           the

preliminary prospectus supplement, dated June 12, 2026, in the form filed with the Commission pursuant to Rule 424(b) of the Securities

Act relating to the offering of the Notes;

(iv)           the

Prospectus;

(v)            the

Certificate of Incorporation of the Company, including any amendments thereof, as currently in effect;

(vi)           the

Amended and Restated Bylaws of the Company, as currently in effect;

(vii)          the

Indenture;

(viii)         the

Notes;

(ix)            the

Form T-1 Statement of Eligibility of the Trustee filed with the Commission on June 12, 2026; and

(x)            Resolutions

of the Board of Directors of the Company and committees thereof with respect to the Registration Statement and the offering of the Notes.

We have also examined originals

or copies or such records of the Company, certificates and websites of public officials and of officers or other representatives of the

Company and agreements and other documents, and made such other investigations, as we have deemed necessary, subject to assumptions set

forth below, as a basis for the opinion expressed below.

In rendering this opinion,

we have assumed:

(i)             The

genuineness of all signatures (whether manual, electronic or otherwise) and, to the extent that a signature on a document is manifested

by electronic or similar means, such signature has been executed or adopted by a signatory with an intent to authenticate and sign the

document.

(ii)            The

authenticity of the originals of the documents submitted to us.

(iii)           The

conformity to authentic originals of any documents submitted to us as copies.

(iv)           As

to matters of fact, the truthfulness of the representations made or otherwise incorporated in the Prospectus and representations and statements

made in certificates or web sites of public officials and officers or other representatives of the Company.

(v)            That

the offer and sale of the Notes complies in all respects with the terms, conditions and restrictions set forth in the Registration Statement

and the Prospectus.

We have not independently established the validity

of the foregoing assumptions.

Based on the foregoing, and

subject to the assumptions, qualifications and limitations stated herein, we are of the opinion that when

the Notes have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture against payment

of consideration therefor in accordance with the Underwriting Agreement, the Notes will constitute valid and binding obligations

of the Company, enforceable against the Company in accordance with their terms.

Atlanta | Austin |

Our opinion is limited to

the General Corporation Law of the State of Delaware, including all Delaware statutes and all Delaware court decisions that affect the

interpretation of the General Corporation Law, and the laws of the State of New York as of the date hereof.

This opinion letter has been

prepared, and is to be understood, in accordance with customary practice of lawyers who regularly give and lawyers who regularly advise

recipients regarding opinions of this kind, is limited to the matters expressly stated herein and is provided solely in connection with

the transactions contemplated by the Registration Statement and no opinions may be inferred or implied beyond the matters expressly stated

herein. The opinion expressed herein is rendered and speaks only as of the date hereof and we specifically disclaim any responsibility

to update such opinion subsequent to the date hereof or to advise you of subsequent developments affecting such opinion.

We hereby consent to the filing

of this opinion letter as Exhibit 5.1 to the Current Report on Form 8-K for incorporation by reference into the Registration

Statement and to the references to us under the heading “Legal Matters” in the Prospectus constituting a part thereof. Our

consent, however, shall not constitute an admission to our being experts as provided for in Sections 7 and 11 of the Securities Act.

Respectfully submitted,

/s/ Holland & Knight LLP

HOLLAND & KNIGHT LLP

Atlanta | Austin |

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

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- 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

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-Subsection b-2

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- 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

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-Subsection b-2

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- Definition

Local phone number for entity.

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No definition available.

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- 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

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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

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- 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

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- 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

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Name:

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- 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

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- Definition

Trading symbol of an instrument as listed on an exchange.

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No definition available.

+ Details

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- 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

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