Bank of N.T. Butterfield & Son Ltd (Form: S-8, Received: 09/21/2016 17:22:20)

As filed with the Securities and Exchange Commission on September 21, 2016

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

The Bank of N.T. Butterfield & Son Limited

(Exact name of registrant as specified in its
charter)

Bermuda		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

65 Front Street

Hamilton, HM 12

Bermuda

+1 441 295 1111

(Address of principal executive offices) (Zip Code)

1997 Stock Option Plan for Employees

2010 Omnibus Share Incentive Plan

(Full title of the Plan)

C T Corporation System

111 Eighth Avenue

New York, NY 10011

(Name and address of agent for service)

(212) 894-8940

(Telephone number, including area code, of agent for service)

Copies to:

Edward J. Lee, Esq.

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

Telephone: (212) 403-1000

Facsimile: (212) 403-2000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer o		Accelerated filer o
	Non-accelerated filer x (Do not check if a smaller reporting company)		Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of securities to be registered

Amount to be
registered

Proposed maximum
offering price per
share

Proposed maximum
aggregate offering
price

Amount of
registration
fee

Voting Ordinary Shares, par value BM$0.01 per share, to be issued under the 1997 Stock Option Plan for Employees

116,400

(1)

$132.04

(2)

$15,369,456

(2)

$1,548

Voting Ordinary Shares, par value BM$0.01 per share, to be issued under the 2010 Omnibus Share Incentive Plan

4,725,855

(1)

$17.56

(3)

$82,986,014

(3)

$8,357

(1) Pursuant to Rule 416(a) under the Securities Act of 1933 (the “Securities Act”), this Registration Statement shall also be deemed to cover any additional securities to be offered or issued in connection with the provisions of the above-referenced plan, which provides for adjustments in the amount of securities to be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2) Estimated in accordance with Rule 457(h) under the Securities Act, solely for the purpose of calculating the registration fee. The price represents the weighted average of the exercise price of the outstanding options.

(3) Estimated in accordance with Rule 457(h) under the Securities Act, solely for the purpose of calculating the registration fee. The price represents the weighted average based upon (i) the weighted average exercise price for outstanding options (2,520,830 at $11.69 per share) and (ii) the average high and low prices for Voting Ordinary Shares on September 20, 2016, which was $24.28, for the 2,205,025 unissued share awards.

EXPLANATORY NOTE

The purpose of this Form S-8 Registration Statement is to register an aggregate of 4,842,255 shares of The Bank of N.T. Butterfield & Son Limited (“we,” “our,” “us,” or the “Company”) voting ordinary shares, par value BM$0.01 per share (the “Common Shares”), that may be offered pursuant to The Bank of N.T. Butterfield & Son Limited 1997 Stock Option Plan for Employees or The Bank of N.T. Butterfield & Son Limited 2010 Omnibus Share Incentive Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The document(s) containing the information specified in Part I will be sent or given to employees as specified by Rule 428(b)(1) of the Securities Act. Such documents need not be filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed with the Commission by the Company are incorporated in this Registration Statement by reference:

1. The Company’s final prospectus dated September 15, 2016 and filed with the Commission on September 16, 2016 pursuant to Rule 424(b)(4) under the Securities Act in connection with the Company’s initial public offering Registration Statement on Form F-1 (File No. 333-212896);

2. The Company’s other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since the end of the fiscal year covered by the document listed in the first item above; and

3. The description of the Common Shares, set forth in the Company’s Registration Statement on Form 8-A filed September 14, 2016 (File No. 001-37877) and any amendments, reports or other filings filed with the Commission for the purpose of updating that description.

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, and all reports on Form 6-K subsequently filed by the Company which state that they are incorporated by reference herein, prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all of the securities offered then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement herein, or in any subsequently filed document which also is or is deemed to be incorporated by reference, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company’s Amended & Restated Bye-laws (the “Bye-laws”) provide that: (i) we must indemnify our directors and officers for any acts or omissions in the execution of their duties, provided that we will have no obligation to indemnify any director or officer in the case of fraud or dishonesty by such person; (ii) we may purchase and maintain insurance on behalf of our directors or officers (including the directors and officers of any subsidiary of the Company) in respect of any loss arising or liability due to negligence, default, breach of duty or breach of trust; and (iii) we may advance monies to our directors or officers (including the directors and officers of any subsidiary of the Company) for the costs incurred by these persons in defending any civil or criminal proceeding, provided that the director or officer for which monies are advanced must repay us the advance if any allegation of fraud or dishonestly is proved against such person.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

The list of exhibits is set forth under “Exhibit Index” at the end of this Registration Statement and is incorporated herein by reference.

ITEM 9. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided , however , that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hamilton, Bermuda on September 21, 2016.

The Bank of N.T. Butterfield & Son Limited

By:	/s/ Michael Collins
	Name:	Michael Collins
	Title:	Chief Executive Officer

The undersigned directors and executive officers do hereby constitute and appoint each of Michael Collins and Michael Schrum, with full power of substitution, our true and lawful attorney-in-fact and agent to do any and all acts and things in our name and behalf in our capacities as directors and executive officers, and to execute any and all instruments for us and in our names in the capacities indicated below, that such person may deem necessary or advisable to enable the Registrant to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this Registration Statement, including specifically, but not limited to, power and authority to sign for us, or any of us, in the capacities indicated below, any and all amendments hereto (including post-effective amendments or any other registration statement filed pursuant to the provisions of Rule 462(b) under the Securities Act); and we do hereby ratify and confirm all that such person shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signatures	Title	Date

/s/ MICHAEL COLLINS	Chief Executive Officer (Principal Executive	September 21, 2016
Michael Collins	Officer)

/s/ MICHAEL SCHRUM	Chief Financial Officer (Principal Financial	September 21, 2016
Michael Schrum	Officer)

/s/ JEFFREY BENNETT	Chief Accountant (Principal Accounting	September 21, 2016
Jeffrey Bennett	Officer)

/s/ E. BARCLAY SIMMONS	Non-Executive Chairman and Director	September 21, 2016
E. Barclay Simmons

/s/ ALASTAIR BARBOUR	Director	September 21, 2016
Alastair Barbour

/s/ JAMES F. BURR	Director	September 21, 2016
James F. Burr

/s/ CAROLINE FOULGER	Director	September 21, 2016
Caroline Foulger

/s/ CONOR O’DEA	Director	September 21, 2016
Conor O’Dea

/s/ WOLFGANG SCHOELLKOPF	Director	September 21, 2016
Wolfgang Schoellkopf

/s/ RICHARD VENN	Director	September 21, 2016
Richard Venn

/s/ JOHN WRIGHT	Director	September 21, 2016
John Wright

Signatures	Title	Date

/s/ DAVID ZWIENER	Director	September 21, 2016
David Zwiener

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the United States Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States for The Bank of N.T. Butterfield & Son Limited, has signed this Registration Statement and any amendment thereto on September 21, 2016.

By:	/s/ MICHAEL SCHRUM
	Name:	Michael Schrum
	Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit Number		Description

3.1		Bye-laws of The Bank of N.T. Butterfield & Son Limited (incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form F-1 (Registration No. 333-212896) filed on August 4, 2016)

3.2		The N.T. Butterfield & Son Act, 1904 (incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form F-1 (Registration No. 333-212896) filed on August 4, 2016)

5.1		Opinion of Conyers Dill & Pearman Limited*

23.1		Consent of PriceWaterhouseCoopers Ltd.*

23.2		Consent of Conyers Dill & Pearman Limited (included in Exhibit 5.1)*

24.1		Power of Attorney (included on signature page)

99.1		The Bank of N.T. Butterfield & Son Limited 1997 Stock Option Plan for Employees*

99.2		The Bank of N.T. Butterfield & Son Limited 2010 Omnibus Share Incentive Plan (incorporated herein by reference to Exhibit 10.2 to the Company’s Registration Statement on Form F-1 (Registration No. 333-212896) filed on August 4, 2016)

*Filed herewith.

Exhibit 5.1

21 September 2016

Matter No.:354275

Doc Ref: 11598643

+1 44 299 4933

david.cooke@conyersdill.com

The Bank of N.T. Butterfield & Son Limited

65 Front Street

Hamilton HM 12

Bermuda

Dear Sirs,

Re: The Bank of N.T. Butterfield & Son Limited (the “Bank”)

We have acted as special Bermuda legal counsel to the Bank in connection with a registration statement on form S-8 filed with the Securities and Exchange Commission (the “Commission”) on 21 September 2016 (the “Registration Statement”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the United States Securities Act of 1933, as amended, (the “Securities Act”) of 4,842,255 voting ordinary shares par value BD$0.01 per share (the “Common Shares”), issuable pursuant to The Bank of N.T. Butterfield & Son Limited 1997 Stock Option Plan for Employees (the “1997 Plan”) or The Bank of N.T. Butterfield & Son Limited 2010 Omnibus Share Incentive Plan (the “2010 Plan” and together with the 1997 Plan, the “Plans”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto).

For the purposes of giving this opinion, we have examined copies of the Registration Statement and the Plans. We have also reviewed The N.T. Butterfield & Son Bank Act 1904 (as amended) and the bye-laws of the Bank, each certified by the Secretary of the Bank on 9 September 2016, extracts of minutes of meetings of the Bank’s board of directors held on 22 June 1998, 20 March 2010, 25 July 2016, 4 August 2016 and 30 August 2016, and 31 August 2016, and an extract of the minutes of meetings of the Bank’s members held on 29 October 1997 and 30 August 2016 (together, the “Resolutions”) and such other documents and made such enquires as to questions of law as we have deemed necessary in order to render the opinion set forth below.

We have assumed (a) the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) of all documents examined by us and the authenticity and completeness of the originals from which such copies were taken, (b) that where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention, (c) the accuracy and completeness of all factual representations made in the Registration Statement, the Plans and other documents reviewed by us, (d) that the Resolutions were passed at one or more duly convened, constituted and quorate meetings, or by unanimous written resolutions, remain in full force and effect and have not been rescinded or amended, (e) that the Plans are the stock option plans referred to in the Resolutions; (f) that there is no provision of the law of any jurisdiction, other than Bermuda, which would have any implication in relation to the opinions expressed herein, (g) that there is no provision of any “Agreement” (as defined in the 1997 Plan) or “Award Agreement” (as defined in the 2010 Plan) which would have any implication in relation to the opinions expressed herein; (h) that, upon the issue of any Common Shares, the Bank will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof, (i) that on the date of issuance of any of the Common Shares the Bank will have sufficient authorised but unissued voting ordinary shares; and (j) that the Common Shares will be listed on a designated stock exchange (as defined in the Companies Act 1981, as amended,) and the Bank is and will be engaged in business in a material way in a prescribed industry (as defined in the Companies Act 1981, as amended) at the time of issuance of any Common Shares.

We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than Bermuda. This opinion is to be governed by and construed in accordance with the laws of Bermuda and is limited to and is given on the basis of the current law and practice in Bermuda. This opinion is issued solely for the purposes of the filing of the Registration Statement and the issuance of the Common Shares by the Bank pursuant to either of the Plans and is not to be relied upon in respect of any other matter.

On the basis of, and subject to, the foregoing, we are of the opinion that:

1. The Bank is duly incorporated and existing under the laws of Bermuda in good standing (meaning solely that it has not failed to make any filing with any Bermuda government authority or to pay any Bermuda government fees or tax which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of Bermuda).

2. When issued and paid for in accordance with the terms of either the 1997 Plan or the 2010 plan, the Common Shares will be validly issued, fully paid and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue of such shares).

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

Yours faithfully,

/s/ Conyers Dill & Pearman Limited

Conyers Dill & Pearman Limited

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form S-8 of The Bank of N.T. Butterfield & Son Limited of our report dated February 22, 2016 (except for Note 28 to the consolidated financial statements, as to which the date is May 20, 2016 and except for Note 29 and the effects of the reverse stock split described in Note 24, as to which the date is September 6, 2016) relating to the financial statements, which appears in such Registration Statement.

/s/ PricewaterhouseCoopers Ltd

Hamilton, Bermuda

September 21, 2016

Exhibit 99.1

THE BANK OF N.T. BUTTERFIELD & SON LIMITED

STOCK OPTION PLAN

1. PURPOSE

The purpose of The Bank of N.T. Butterfield & Son Limited Stock Option Plan is to provide Directors and selected employees of the Bank and certain Subsidiaries of the Bank compensation opportunities that are compatible with shareholder interests, that will encourage share ownership and that will enhance the Bank’s ability to retain key personnel and reward significant performance achievements.

2. DEFINITIONS

The following terms, when used in the Plan, shall have the respective meanings set forth below, unless the context specifically requires otherwise:

(a) Agreement : The written agreement between the Bank and each Optionee governing each Grant, as described in Section 5(b) hereof.

(b) Approved Date : 22 June, 1998 on which date the Plan was approved by the Board. (NOTE:- the issue of Stock Options was approved by Shareholders on 29 October, 1997).

(d) Board : The Board of Directors of the Bank.

(e) Committee : The Human Resources Committee of the Board or such other Committee or persons designated by the Board for the purpose of administering the Plan.

(f) Director : Any person serving as a member of the Board of the Bank.

(g) Exercise Price : The exercise price of an Option is determined in accordance with Section 7 hereof.

(h) Expiry Date : With respect to each Option granted, a fixed date upon which the Option and all rights to exercise same will expire and terminate.

(i) Grant : A grant of an Option as determined from time to time in accordance with the Plan.

(j) Option : An option to purchase Shares granted under the Plan.

(k) Optionee : A person who has been granted an Option under the Plan.

(l) Plan : The Bank of N.T. Butterfield & Son Limited Stock Option Plan as set out herein, as amended from time to time.

(m) Rules : Rules and regulations established by the Board with respect to the implementation and administration of the Plan.

(o) Shares : The ordinary shares in the capital of the Bank.

(p) Subsidiary : For the purpose of the Plan, any entity in which the Bank has ownership of a majority of the equity.

(q) BSX : The Bermuda Stock Exchange.

3. ADMINISTRATION

(a) The Plan shall be administered by the Board. The Board may make and may from time to time amend such Rules and provisions for the implementation and administration of the Plan as it shall deem appropriate

(b) The interpretation and construction by the Board of any provisions of the Plan, any Rules, resolutions related to the Plan and/or Rules, and of the Options granted thereunder shall be final and conclusive and shall be applicable with respect to and binding upon all persons having any interest thereunder.

(c) The Board shall, in its discretion, determine, or designate a method to determine which employees shall be granted Options and the terms and conditions of Options. The judgment of the Board in the designation of Optionees and the extent of their Grant shall be final and conclusive.

(d) The Board shall make such Rules and establish such terms, conditions and limitations with respect to the grant or exercise of Options including, without limitation, determining the number of Options to be granted from time to time, the employees to be eligible and otherwise, as may be necessary or desirable in order to ensure the Plan achieves its objectives in compliance with all laws applicable. In particular, without limiting the foregoing, the Board may make such Rules and establish such terms, conditions and limitations in relation to the Grant to any employee who is not a resident of Bermuda as it determines to be necessary or advisable having regard to any securities, tax or other laws, regulations or other regulatory provisions which may be applicable to the

Bank, to any Subsidiary, or to such employee in connection with the Grant of an Option or the Shares to be delivered upon the exercise thereof.

(e) The Board may appoint the Chief Executive Officer and/or the Senior Vice-President, Human Resources, to act on its behalf and in accordance with its determinations and Rules to administer the Plan and implement its decisions.

(f) The Board may appoint the Committee to act on its behalf to administer the Plan and from time to time amend such Rules and provisions for the implementation and administration of the Plan as the Committee shall deem appropriate.

(g) The Bank shall pay all costs of administering the Plan.

4. ELIGIBILITY

Selected employees of the Bank and its Subsidiaries of the Bank are eligible to be granted Options. The Board shall, in its sole discretion, establish Rules or procedures to select those persons to receive a Grant from time to time and the number of Options included in any Grant.

5. GRANT OF OPTIONS

(a) The Board from time to time may grant Options to eligible persons as and in the manner as it shall determine. Each grant shall be subject to the terms and conditions contained herein and may be subject to additional terms and conditions (not inconsistent herewith) determined by the Board from time to time, including, without limiting the generality of the foregoing, terms and conditions such as a vesting period or periods of time during which all or part of the Option is not exercisable, events resulting in early expiry of the Options and/or securities resale restrictions.

(b) Each Grant shall be evidenced by a written agreement between the Bank and the Optionee. Such agreements shall contain such provisions as are required by and in accordance with the Plan and any other provisions (not inconsistent with the Plan) as the Board in its discretion may prescribe.

6. NUMBER OF SHARES SUBJECT TO OPTION

The total number of Shares which may be issued pursuant to exercise of Options which may be granted under the Plan shall be five hundred thousand (500,000) Shares subject to adjustments as provided in Section 12 hereof. These Shares may be authorized but unissued Shares available for delivery to the Optionee upon exercise of an Option and/or may be Shares reserved in trust for the purposes of past or future grants of Options or related to an Option previously granted to the

extent that the Option, or a portion thereof, has expired, been forfeited or terminated or been cancelled for any reason without having been exercised in full. In addition to the five hundred thousand (500,000) authorised but unissued shares the Board may authorise, from time to time, the purchase, by the Bank of Butterfield Stock Option Plan Trust, of any number of issued shares to be held in trust for the purposes of past or future grants of Options. Such grants will be subject to the same rules and conditions as those made from authorised but unissued shares.

7. EXERCISE PRICE

The purchase price for Shares under each Option granted shall be authorised by the Board prior to the time of grant and shall be not less than the average of the mid prices between the closing bid and asked prices of Bank shares on the five BSX trading days immediately prior to the effective date of the Grant provided that if the mid price cannot be determined in respect of any trading day owing to the absence of either a closing bid or closing asked price, or where the spread between the closing bid and closing asked price in any trading day exceeds three percent of the closing bid price, the last trade may be substituted for a mid price, failing which the closing bid, failing which the closing offer, except that if Shares for which Options are granted have been purchased in advance by Bank of Butterfield Stock Option Plan Trust the Board may authorise a recommendation from the Chief Executive Officer that the purchase price for Shares under Options granted shall be not less than the average purchase price of the Shares purchased by Bank of Butterfield Stock Option Plan.

8. NON - ASSIGNABILITY

Each Option is non-assignable and non-transferable and, except in the case of the Optionee’s death or appointment of a legal representative for an Optionee who becomes incapable, shall be exercisable only by the Optionee. The Option and any rights thereunder shall not be transferable otherwise than by will and the laws of succession and shall not be subject to attachment, execution or other similar process; provided, however, that to the extent permitted by applicable law, with respect to any Option, the Board may establish procedures pursuant to which the Optionee may designate a beneficiary. In the event of any attempt by the Optionee to alienate, assign, pledge, hypothecate or otherwise dispose of an Option or of any right under the Plan, except as herein provided, or in the event of any levy or attachment, execution or similar process upon any rights or interest conferred pursuant to the Plan, the Board may terminate the Option by notice to the Optionee and the Option shall thereupon be cancelled.

9. EXERCISE PERIOD

(a) The Expiry Date shall be determined by the Board with respect to each Option at the time of the Grant and such Expiry Date shall not be later than the tenth anniversary of the date of the grant of the Option.

(b) At the time of the Grant, the Board may determine dates only after which Options may be exercised in whole or in part; provided, however, that no Option may be exercised after its Expiry Date. The Board may amend an Option to accelerate the date after which such Option may be exercised in whole or in part.

10. TERMINATION / SUSPENSION OF OPTIONS

(a) Death of Optionee : In the event of death of an Optionee, the Option will be immediately fully vested and exercisable and will be only exercisable by the Optionee’s legal representative, or designated beneficiary, as the case may be, during the period as fixed by the Board at the time of the Grant, which period shall not exceed one year from the date of death. At the end of said period, the Option will expire and terminate and all unexercised rights will be forfeited; and provided, however, that in no event will the Option be exercisable after the Expiry Date.

(b) Permanent Disability , Retirement : In the event of the permanent disability or retirement of the Optionee at normal retirement date (as determined in accordance with the applicable policies of the Bank or its Subsidiary), the option will immediately be fully vested and exercisable and will only be exercisable during the period thereafter as fixed by the Board at the time of the Grant, which period shall not exceed five years from the date of disability or retirement. At the end of the said period the Option will expire and terminate and all unexercised rights will be forfeited; and provided, however, that in no event will the Option be exercisable after the Expiry Date.

(c) Termination of Employment Without Cause : In the event that the employment of the Optionee is terminated by the Bank or its Subsidiary without cause, which event shall include the failure of the Bank or its Subsidiary for any reason to obtain the renewal of immigration or similar legal permissions required for the continued employment of the Optionee, unless otherwise determined by the Board as hereinafter provided, any unvested portion of the Option will immediately expire and terminate and any vested portion of the Option will only remain exercisable during the period after such termination, if any, as fixed by the Board at the time of the Grant, which period shall not exceed one year from the date of such termination. At the end of said period the Option will expire and terminate and all unexercised rights will be forfeited; provided, however, that in no event will the Option be

exercisable after the Expiry Date. Notwithstanding the foregoing, it is further provided that in the event described in this paragraph 10(c), the Board may, in its sole and absolute discretion, amend the Option to accelerate or permit the vesting of all or part of the Option and/or extend the period during which the Option will remain exercisable to a period not exceeding three years from the date of such termination; provided, however, that in no event will the Option be exercisable after the Expiry Date.

(d) Other Termination of Employment , including Resignation : In the event that the employment of the Optionee is terminated by the Bank or its Subsidiary, for cause or as a result of the Optionee’s resignation or as a result of the cancellation of immigration or similar legal permissions required for the continued employment of the Optionee which cancellation was caused by the conduct of the Optionee which reflected or could have reflected adversely on the reputation of the Bank or its Subsidiary, and unvested portion of the Option will immediately expire and terminate and any vested portion of the Option will only remain exercisable during the period after such termination as fixed by the Board at the time of the Grant, which period shall not exceed three months from the date of such termination. At the end of said period the Option will expire and terminate and all unexercised rights will be forfeited; provided, however, that in no event will the Option be exercisable after the Expiry Date.

(e) Leave of Absence : In the event that the Optionee commences an approved leave of absence (as determined in accordance with the applicable policies of the Bank or its Subsidiary), the Options which are at that date fully vested and exercisable will continue to be so in accordance with their terms during the duration of the leave. Any Options or portion thereof which are unvested or unexercisable at the commencement of such leave will be suspended during the duration of the leave, so that the dates upon which such Options will vest and become exercisable will be extended by a period of time equal to the duration of the leave; provided, however, that in no event will any Option be exercisable on a date which is later than the tenth anniversary of the date of the original grant of the Option. Any termination of employment during an approved leave of absence will be dealt with in accordance with the applicable provision of this Section 10 and, for purposes of such provisions, the suspension of the Options shall cease on the effective date of such termination and Options may become exercisable as provided in the applicable provision.

11. CHANGE IN CONTROL

Notwithstanding any provision of the Plan to the contrary, in the event that a Change in Control (as defined below) of the Bank shall occur, the following provisions may be applicable, at the option of the Board:

(a) Upon the occurrence of a Change in Control, all Options not vested or exercisable at the date of such occurrence shall, immediately and without notice to Optionees, be fully vested and exercisable in full.

(b) Upon the exercise of any Option following the occurrence of a Change in Control, certificates for Shares issued or to be delivered pursuant to such exercise shall be delivered directly to the Optionee exercising the Option and registered in the name of the Optionee, subject to any arrangements to the contrary required with respect to any loans made by the Optionee from the Bank in connection with such exercise.

(c) For purposes of this Section, “Change in Control” shall mean and occur when (A) twenty percent or more of the value of the assets (which value shall be determined as of the date of the audited financial statements of the Bank most recently published prior to the date of transfer) or of the Shares of the Bank are about to be transferred or have been transferred because of any taking, seizure, or defeasance as a result of, or in connection with (i) nationalization, expropriation, confiscation, coercion force or duress or other similar action or (ii) the imposition of a confiscatory tax, assessment or other governmental charge or levy; or (B) any person or body acquires or seeks to acquire ownership of twenty percent or more of the Shares of the Bank.

12. ADJUSTMENTS

(a) Appropriate adjustments shall be made by the Board, with respect to Options granted or to be granted, in the number of Shares subject to the Option and/or in the Exercise Price of the Option in order to adjust for the effect of subdivision or consolidation of the Shares, payment of dividends in stock (other than dividends in the ordinary course), reclassification or conversion of the Shares, recapitalization, reorganization, or any other event which, in the judgment of the Board necessitates action by way of adjustment to the terms of the outstanding Options.

(b) Subject to regulatory compliance the judgment of the Board with respect to any such adjustments shall be conclusive and binding upon each Optionee and the Optionee shall accept, at the time of exercise of the Option, such lesser or greater number of Shares or other securities as shall result from the adjustment.

13. EXERCISE OF OPTIONS

(a) The Shares to be purchased upon each exercise of any Option shall be paid for in full at the time of exercise.

(b) The obligation of the Bank to deliver Shares for Options exercised under the Plan shall be subject to all applicable laws, regulations, rules, orders, approvals and regulatory provisions which shall then be in effect and required by regulatory authorities, including any stock exchanges on which the Shares are traded. Without limiting the generality of the foregoing, the Bank shall not, upon the exercise of any Option, be required to issue or deliver any Shares prior to (i) the admission of such Shares to listing on any stock exchanges on which the Shares may then be listed, and (ii) the completion of such reporting, registration or other qualification of such Shares under any law, rule, or regulation as the Board shall determine to be necessary or advisable.

(c) The Bank may require an Optionee to pay to the Bank the amount that the Bank deems necessary to satisfy its obligation, if any, to withhold national, federal, provincial, state or local income or other taxes, stamp duties or levies arising in respect of the grant of Options or their exercise. Such amount must be paid to the Bank, prior to which there will be withholding by the Bank of Shares which would otherwise be delivered upon the exercise of an Option, and which, following notice to the Optionee, may be sold, the proceeds of which may be used to satisfy the payment of such amount.

(d) In exercising any Option, the Optionee shall be obliged to comply with all insider trading, reporting, resale restriction and other regulatory or Bank policy requirements as may be applicable thereto and to the securities acquired pursuant thereto.

14. AMENDMENT AND TERMINATION OF PLAN

The Board may at any time, or from time to time, suspend or terminate the Plan in whole or in part and may amend it in such respects as the Board may deem appropriate, subject to applicable laws, regulations, rules, by-laws or policies of applicable stock exchanges and other regulatory authorities; provided, however, that no amendment, suspension or termination of the Plan shall without the Optionee’s consent, impair any of the rights or obligations under any Option previously granted, except as may be permitted by the provisions of Sections 11, 12, and 16 hereof.

15. RIGHTS NOT CONFERRED

(a) An Optionee shall not have any rights as a shareholder in respect of any Share issuable subject to an Option granted, unless and until and except to the extent that such Share has been issued and delivered upon the proper exercise of the Option.

(b) The Plan and any Options granted thereunder shall not be construed to confer any right to employment. The right of the Bank or its Subsidiary to terminate at will (whether by dismissal, discharge or otherwise) any Optionee’s employment with it at any time pursuant to the relevant contract of employment, if any, is specifically reserved.

16. APPROVAL / EFFECTIVE DATE

The Plan shall become effective on the date when it has been adopted by the Board (“the Effective Date”). Any Options granted prior to any required regulatory approval shall be conditional upon such approval and no such Option may be exercised unless and until such approval is given.

17. GOVERNING LAW

The Plan and each Option agreement thereunder shall be construed in accordance with the laws applicable in Bermuda and the parties shall agree that they shall submit to the exclusive jurisdiction of the Courts of Bermuda or any successors thereto with respect to any and all actions brought in relation thereto.