The Bank of N.T. Butterfield & Son Limited (the ‘‘Bank’’) is offering $100,000,000 aggregate principal amount of 5.250% Fixed to Floating Rate Subordinated Notes due 2030 (the ‘‘Notes’’). From and including June 11, 2020, to, but excluding June 15, 2025, we will pay interest on the Notes semi-annually in arrears on each June 15 and December 15 at a fixed annual interest rate equal to 5.250%. From and including June 15, 2025, to, but excluding the maturity date or earlier redemption date, the interest rate will reset quarterly to an annual interest rate equal to a benchmark rate (which is expected to be Three-Month Term SOFR (as defined herein)) plus a spread of 506 basis points, payable quarterly in arrears on each March 15, June 15, September 15 and December 15 of each year. The Notes will mature on June 15, 2030, if not previously redeemed. Notwithstanding the foregoing, in the event that the benchmark rate is less than zero, then the benchmark rate shall be deemed to be zero.