Contract analysis

ARTICLE I — DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01 — Definitions For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires, the following terms shall have the following meanings: "Additional Interest" means any liquidated damages or additional interest payable by the Issuer pursuant to the Registration Rights Agreement dated as of February 24, 2026. "Affiliate" has the meaning assigned to such ter

1. Notes theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

2. Notes for whose payment or redemption money in the necessary amount has theretofore been deposited with the Trustee or any Paying Agent in trust or set aside and segregated in trust by the Issuer and thereafter such Notes are no longer deemed to be Outstanding under this Indenture; and

3. Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture, other than any such Notes in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Notes are held by a protected purchaser in whose hands such Notes are valid obligations of the Issuer. "Paying Agent" means any Person authorized by the Issuer to pay th

Section 1.02 — Other Definitions The following terms are defined in the Sections indicated below:

Section 1.03 — Incorporation by Reference of TIA Although this Indenture is exempt from qualification under the Trust Indenture Act pursuant to Section 304(a)(4)(A) thereof as a security issued by a bank, the parties hereto intend that certain provisions and principles of the Trust Indenture Act be incorporated herein by reference for the benefit of the Holders to the extent expressly provided herein. To the extent a

Section 1.04 — Rules of Construction Unless the context otherwise requires: 1. a term has the meaning assigned to it; 2. an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP as in effect from time to time; 3. "or" is not exclusive; 4. words in the singular include the plural, and in the plural include the singular; 5. provisions apply to successive events and transactions; 6

Section 2.01 — Form and Dating The Notes and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A attached hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, agreements to which the Issuer is subject, or as otherwise determined by the officers executing such Notes, consistent with this Indenture. The Notes shall be issued

Section 2.02 — Execution and Authentication An Officer of the Issuer shall sign the Notes for the Issuer by manual or facsimile signature. The signature of any such officer on the Notes may be the manual or facsimile signature of the present or any future such officer and may be imprinted or otherwise reproduced on the Notes. If an Officer whose signature is on a Note no longer holds that office at the time the Note

Section 2.03 — Registrar, Paying Agent, and Transfer Agent The Issuer hereby appoints the Trustee as Registrar, Paying Agent and Transfer Agent for the Notes. The offices of the Registrar, Paying Agent and Transfer Agent shall initially be located at the Corporate Trust Office of the Trustee, 100 Federal Street, Suite 800, Boston, Massachusetts 02110. The Issuer may appoint one or more additional Paying Agents, Trans

Section 2.04 — Paying Agent to Hold Money in Trust By at least 10:00 a.m., New York City time, on each due date of principal of, premium, if any, or interest on any Notes, the Issuer shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, or interest. The Paying Agent shall hold in trust for the benefit of the Holders all money held by it for the pay

Section 2.05 — Holder Lists The Trustee shall preserve in as current a form as is reasonably practicable the names and addresses of Holders contained in the most recent list furnished to it by the Issuer or maintained by the Registrar. If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee, at least seven Business Days before each Interest Payment Date and at such other times as the Trustee may

Section 2.06 — Transfer and Exchange The Notes shall be transferable only upon the surrender of a Note for registration of transfer at the office of the Transfer Agent, duly endorsed, or accompanied by a written instrument of transfer in form satisfactory to the Registrar, duly executed by the Holder thereof or its attorney duly authorized in writing, and otherwise in compliance with the provisions of this Indenture.

1. DTC notifies the Issuer that it is unwilling or unable to continue as Depositary for the Global Note and a successor depositary is not appointed by the Issuer within 90 days; 2. an Event of Default has occurred and is continuing and beneficial owners representing a majority in aggregate principal amount of the interests in the Global Note request the issuance of Definitive Notes; or 3. the Issuer, in its sole disc

Section 2.07 — Replacement Notes If a mutilated Note is surrendered to the Trustee or if the Holder of a Note claims that the Note has been destroyed, lost or stolen, the Issuer shall issue and the Trustee shall authenticate a replacement Note if the Trustee's requirements are met. An indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuer to protect the Issuer,

Section 2.08 — Outstanding Notes Notes Outstanding at any time are all Notes authenticated by the Trustee except for those excluded from the definition of "Outstanding" in Section 1.01. In determining whether the Holders of the requisite principal amount of Outstanding Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer or by any Affiliate of the Issuer shall be disregarded and deemed

Section 2.09 — Interest The Notes shall bear interest from and including February 24, 2026, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as follows: (a) Fixed Rate Period During the Fixed Rate Period, the Notes shall bear interest at the rate of 6.750% per annum. Interest during the Fixed Rate Period shall be payable semi-annually in arrears on March 1 and Septem

Section 2.10 — Computation of Interest Interest on the Notes shall be computed as follows: 1. during the Fixed Rate Period, on the basis of a 360-day year consisting of twelve 30-day months; and 2. during the Floating Rate Period, on the basis of a 360-day year and the actual number of days elapsed in the applicable interest period.

Section 2.11 — CUSIP and ISIN Numbers The Issuer has caused the Notes to be printed with the CUSIP Number 082651 AB7 and the ISIN US082651AB73. The Trustee may use the CUSIP Number and ISIN in notices to Holders as a convenience to the Holders; provided that any such notice may state that no representation is made as to the correctness or accuracy of such numbers either as printed on the Notes or as contained in any

Section 3.01 — Notices to Trustee Before Redemption If the Issuer elects to redeem Notes pursuant to this Article III, it shall furnish to the Trustee, at least 30 days before the Redemption Date or such shorter period as may be acceptable to the Trustee, an Officers' Certificate and a Board Resolution authorizing such redemption. Such Officers' Certificate shall specify the principal amount of Notes to be redeemed,

Section 3.02 — Selection of Notes to Be Redeemed If less than all of the Notes are to be redeemed at any time, the Trustee shall select Notes for redemption in compliance with the requirements of DTC, if the Notes are represented by a Global Note, or otherwise on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate, subject to the applicable procedures of the Depositary. No Notes

Section 3.03 — Notice of Redemption At least 30 days but not more than 60 days before a Redemption Date, the Issuer shall mail or cause to be mailed, by first-class mail, or deliver electronically in accordance with DTC procedures, a notice of redemption to each Holder whose Notes are to be redeemed. The notice shall identify the Notes to be redeemed and shall state: 1. the Redemption Date; 2. the Redemption Price; 3

Section 3.04 — Effect of Notice of Redemption Once notice of redemption is given in accordance with this Indenture, Notes called for redemption become due and payable on the Redemption Date at the Redemption Price, together with accrued and unpaid interest to but excluding the Redemption Date. Unless the Issuer defaults in payment of the Redemption Price and accrued interest, interest on the Notes or portions of Note

Section 3.05 — Deposit of Redemption Price On or before 10:00 a.m., New York City time, on the Redemption Date, the Issuer shall deposit with the Paying Agent money sufficient to pay the Redemption Price of, and accrued and unpaid interest on, all Notes to be redeemed on that date.

Section 3.06 — Notes Redeemed in Part Upon surrender of a Note that is redeemed in part, the Issuer shall execute, and the Trustee shall authenticate and deliver to the Holder thereof without service charge, a new Note or Notes in principal amount equal to the unredeemed portion of the Note surrendered, in authorized denominations.

Section 3.07 — Optional Redemption at Par on or After the Reset Date On any Interest Payment Date on or after March 1, 2031, the Issuer may, at its option, redeem the Notes, in whole or in part, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to but excluding the Redemption Date. Any redemption pursuant to this Section 3.07 shall be sub

Section 3.08 — Special Redemption Upon Tax Event For purposes of this Indenture, a "Tax Event" shall mean the Issuer's good-faith determination that, as a result of: 1. any amendment to or change in the laws or regulations of the United States or any political subdivision or taxing authority thereof or therein; 2. any official administrative action or judicial decision interpreting or applying such laws or regulation

Section 3.09 — Special Redemption Upon Regulatory Capital Treatment Event Upon the occurrence of a Regulatory Capital Treatment Event, the Issuer may, at its option, redeem the Notes, in whole but not in part, at any time, at a Redemption Price equal to 100% of the principal amount thereof, together with accrued and unpaid interest thereon to but excluding the Redemption Date. For the avoidance of doubt, a Regulatory

Section 3.10 — No Sinking Fund The Notes are not entitled to the benefit of any sinking fund or analogous provision. The Issuer shall not be obligated to redeem or purchase Notes pursuant to any sinking fund or mandatory redemption provision.

Section 3.11 — Conditional Redemption Any optional redemption of the Notes may, at the Issuer's election, be conditioned upon receipt of the required approval or non-objection of the OCC and/or upon the satisfaction of one or more other conditions precedent specified in the related notice of redemption. If any such condition precedent is not satisfied on or prior to the Redemption Date, the Issuer may, by written not

Section 4.01 — Payment of Notes The Issuer shall duly and punctually pay the principal of, premium, if any, and interest on the Notes in accordance with the terms of the Notes and this Indenture. All such payments shall be made in U.S. dollars by wire transfer of immediately available funds to the Paying Agent or, in the case of payments to DTC or its nominee, in accordance with Applicable Procedures.

Section 4.02 — Maintenance of Office or Agency The Issuer shall maintain an office or agency in the Borough of Manhattan, The City of New York, where Notes may be surrendered for registration of transfer or exchange, where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served, and where Notes may be presented for payment. Initially, such office or agency shall be the offic

Section 4.03 — Reports and Compliance Certificates Within 120 days after the end of each fiscal year of the Issuer, the Issuer shall deliver to the Trustee an Officers' Certificate stating whether the signers have knowledge of any Default or Event of Default under this Indenture and, if so, specifying such Default or Event of Default and its nature and status. Such certificate shall also state that a review of the ac

Section 4.04 — Stay, Extension, and Usury Laws The Issuer covenants, to the extent it may lawfully do so, that it shall not at any time insist upon, plead or in any manner whatsoever claim or take the benefit or advantage of any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that would prohibit or forgive the Issuer from paying all or any portion of the principal of, premium, if

Section 4.05 — Corporate Existence Subject to Article V, the Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises; provided, however, that the Issuer shall not be required to preserve any such right or franchise if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct o

Section 4.06 — Compliance with Laws The Issuer shall comply in all material respects with all applicable statutes, rules, regulations and orders of governmental authorities applicable to it, including applicable banking laws, OCC regulations and supervisory directives, except where the failure to so comply would not materially adversely affect the rights of the Holders under this Indenture or the Notes.

Section 4.07 — Waiver of Certain Covenants Except as otherwise provided in this Indenture, the Issuer may omit in any particular instance to comply with any covenant or condition set forth in this Article IV if, before or after the time for such compliance, the Holders of at least a majority in aggregate principal amount of the Outstanding Notes shall, by written consent, either waive such compliance in such instance

Section 4.08 — Limitations on Issuer Activities (Negative Covenants) The parties acknowledge that the Notes are subordinated debt securities intended to qualify as Tier 2 Capital of the Issuer and that market practice for bank-issued subordinated capital notes of this type typically does not include restrictive covenants limiting additional indebtedness, liens, asset sales, mergers beyond those addressed in Article V

Section 5.01 — Merger, Consolidation, or Sale of Assets The Issuer shall not consolidate with or merge into any other Person, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets in one transaction or a series of related transactions, unless: 1. the Person formed by or surviving such consolidation or merger, or to which such sale, assignment, transfer, lease, conveya

Section 5.02 — Successor Substituted Upon any consolidation, merger or transfer of assets in accordance with Section 5.01, the successor Person formed by such consolidation or into which the Issuer is merged or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture and the Notes with the same effect as if such successor Perso

ARTICLE VI — DEFAULTS AND REMEDIES

Section 6.01 — Events of Default For purposes of this Indenture, each of the following constitutes an "Event of Default": 1. default in the payment of any installment of interest on any Note when due and payable, and the continuance of such default for a period of 30 days; 2. default in the payment of the principal of, or premium, if any, on any Note when due and payable, whether at maturity, upon redemption or other

Section 6.02 — Acceleration If an Event of Default specified in Section 6.01(3) occurs, then the principal amount of, and accrued and unpaid interest on, all the Notes shall automatically become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. No acceleration of the Notes shall occur upon any Event of Default described in Section 6.01(1) or Section 6.01(2). Th

Section 6.03 — Other Remedies If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law or in equity to collect the payment of principal of, premium, if any, or interest on the Notes when due, or to enforce the performance of any provision of the Notes or this Indenture. The Trustee may, but shall not be obligated to, institute suit for the collection of any amo

Section 6.04 — Waiver of Past Defaults The Holders of a majority in aggregate principal amount of the Outstanding Notes may, on behalf of all Holders, waive any existing Default or Event of Default and its consequences under this Indenture, except a continuing Default or Event of Default: 1. in the payment of the principal of, premium, if any, or interest on any Note; or 2. in respect of a covenant or provision hereo

Section 6.05 — Control by Majority The Holders of a majority in aggregate principal amount of the Outstanding Notes may 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; 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 a

Section 6.06 — Limitation on Suits A Holder may not pursue any remedy with respect to this Indenture or the Notes unless: 1. such Holder has previously given the Trustee written notice that an Event of Default is continuing;

2. Holders of at least 25% in aggregate principal amount of the Outstanding Notes have made a written request to the Trustee to pursue the remedy; 3. such Holders or such Holder have offered to the Trustee security or indemnity reasonably satisfactory to the Trustee against any loss, liability or expense; 4. the Trustee has not complied with such request within 60 days after receipt thereof and the offer of such secu

Section 6.07 — Rights of Holders to Receive Payment Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of the principal of, premium, if any, and interest on such Holder's Note, on or after the respective due dates expressed in such Note, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without t

Section 6.08 — Collection Suit by Trustee If an Event of Default specified in Section 6.01(1) or 6.01(2) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuer for the whole amount of principal, premium, if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, overdue interest, and such fur

Section 6.09 — Trustee May File Proofs of Claim The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Holders allowed in any judicial proceedings relative to the Issuer, its creditors or its property, and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliver

Section 6.10 — Priorities If the Trustee collects any money pursuant to this Article VI, it shall pay out the money in the following order: 1. first, to the Trustee, its agents and attorneys for amounts due under Section 7.06, including payment of all reasonable compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection; 2. second, to Holders for am

Section 6.11 — 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 Trustee, a court in its discretion may require the filing by any party litigant other than the Trustee of an undertaking to pay the costs of such suit, and such court in its discretion may assess reasonable costs, including reasona

Section 7.01 — Duties of Trustee If no Event of Default has occurred and is continuing, the Trustee undertakes to perform only those duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee. If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Ind