Exhibit 4.3



 





TRISTATE
CAPITAL HOLDINGS, INC.


 


Issuer


 


And


 


U.S.
BANK NATIONAL ASSOCIATION


 


Trustee


 


SECOND
SUPPLEMENTAL INDENTURE


 


Dated
as of June 3, 2020


 


to


 


the
Subordinated Indenture


 


Dated
as of May 11, 2020


 


5.75%
Fixed-to-Floating Rate


Subordinated
Notes due 2030






    	 



    	 



    

TABLE
OF CONTENTS


 


	Article I SCOPE OF SUPPLEMENTAL INDENTURE	1
	Section 1.01	Scope	1
	 	 	 
	Article II THE ADDITIONAL NOTES	2
	Section 2.01	Additional Notes	2
	Section 2.02	Form and Dating	2
	 	 	 
	Article III AMENDMENT OF THE FIRST SUPPLEMENTAL INDENTURE AND ORIGINAL NOTES	2
	Section 3.01	Amendment of the First Supplemental Indenture and Original Notes	2
	 	 	 
	Article IV MISCELLANEOUS	2
	Section 4.01	Trust Indenture Act	2
	Section 4.02	Governing Law	3
	Section 4.03	Ratification	3
	Section 4.04	Opinion of Counsel and Officer’s Certificate	3
	Section 4.05	Effectiveness	3
	Section 4.06	USA PATRIOT Act	3








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SECOND
supplemental indenture


This
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 3, 2020, is made and entered
into by and between TRISTATE CAPITAL HOLDINGS, INC., a Pennsylvania corporation (the “Company”), and U.S.
BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America,
as trustee (“Trustee”).


RECITALS
OF THE COMPANY


WHEREAS,
the Company and the Trustee executed and delivered a Subordinated Debt Securities Indenture, dated as of May 11, 2020 (the “Base
Indenture”), and a First Supplemental Indenture, dated May 11, 2020 (the “First Supplemental Indenture”),
pursuant to which the Company issued Sixty Million Dollars ($60,000,000) in 5.75% Fixed-to-Floating Rate Subordinated Notes due
2030 (the “Original Notes”);


WHEREAS,
the Company desires to issue and sell on the date hereof Thirty-Seven Million and Five Hundred Thousand Dollars ($37,500,000)
aggregate principal amount of its 5.75% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “Additional Notes”
and, with the Original Notes, the “Notes”), which shall constitute Additional Notes as defined in the First
Supplemental Indenture, and such issuance and sale have been authorized by resolutions duly adopted by the Board of Directors
of the Company and by the Subordinated Debt Offering Committee of the Board of Directors of the Company;


WHEREAS,
the Company desires for the terms of the Additional Notes issued under this Supplemental Indenture (together with the Base Indenture
and the First Supplemental Indenture, as the same may from time to time be amended, supplemented or otherwise modified in accordance
therewith, the “Indenture”) to be the same as the terms of the Original Notes;


WHEREAS,
the Company desires to amend the First Supplemental Indenture and the Original Notes pursuant to Section 10.01(f) of the Base
Indenture to match the Optional Redemption Date set forth herein for the Additional Notes and to correct certain ambiguities contained
in the First Supplemental Indenture;


WHEREAS,
the Company acknowledges that all things necessary to make this Supplemental Indenture a legal, binding and enforceable instrument,
and to make the Additional Notes, when executed by the Company and authenticated and delivered by the Trustee, the legal, binding
and enforceable obligations of the Company in accordance with their terms and the terms of the Base Indenture, have been done;


WHEREAS,
the Company has requested that the Trustee execute and deliver this Supplemental Indenture.


NOW,
THEREFORE, for and in consideration of the premises and the purchase of the Additional Notes by the Holders thereof, it is mutually
agreed, for the equal and proportionate benefit of all Holders of the Additional Notes, as follows:


Article
I

SCOPE OF SUPPLEMENTAL INDENTURE


Section
1.01     Scope. This Supplemental Indenture constitutes an indenture supplemental to the Base Indenture and an integral
part of the Indenture and shall be read together with the Base Indenture as though all the provisions hereof and thereof are contained
in one instrument. All provisions included in this Supplemental Indenture supersede any conflicting provisions included in the
Base Indenture and the provisions included in Article III of this Supplemental Indenture supersede any conflicting provisions
included in the First Supplemental Indenture unless not permitted by law. Except as expressly amended by the Supplemental Indenture,
the terms and provisions of the Base Indenture and the First Supplemental Indenture shall remain in full force and effect. Notwithstanding
the foregoing, this Supplemental Indenture shall only apply to the Additional Notes and, with respect to Article III of this Supplemental
Indenture, the Original Notes issued under the First Supplemental Indenture.



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Article
II

THE ADDITIONAL NOTES


Section
2.01    Additional Notes. Additional Notes of the Company’s 5.75% Fixed-to-Floating Rate Subordinated Notes due 2030,
bearing CUSIP number 89678F AA8 in the aggregate principal amount of THIRTY-SEVEN MILLION AND FIVE HUNDRED THOUSAND DOLLARS ($37,500,000)
shall forthwith be executed by the Company and delivered to the Trustee and shall be authenticated by the Trustee and delivered,
after the recording hereof, in accordance with the instructions of the Company.


Section
2.02     Form and Dating. The Additional Notes shall contain the same terms as the Original Notes as set forth in the First
Supplemental Indenture, as amended pursuant to Article III hereof, and shall be substantially in the form of Exhibit A attached
hereto. The Additional Notes shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer,
its President, its Chief Financial Officer or its General Counsel. The terms contained in the Additional Notes shall constitute,
and are hereby expressly made, a part of the Indenture.


Article
III

AMENDMENT OF THE FIRST SUPPLEMENTAL INDENTURE AND ORIGINAL NOTES


Section
3.01     Amendment of the First Supplemental Indenture and Original Notes. The first paragraph on page 1 of the First Supplemental
Indenture is hereby amended and replaced with the following language pursuant to Section 10.01(f) of the Base Indenture:


“FIRST SUPPLEMENTAL
INDENTURE (this “Supplemental Indenture”), dated as of May 11, 2020, between TRISTATE CAPITAL HOLDINGS, INC.,
a Pennsylvania corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association
organized and existing under the laws of the United States of America, as trustee (the “Trustee”).”


The
second paragraph of Article III, Section 3.02(g) of the First Supplemental Indenture, and thereby the terms of the Original Notes,
is hereby amended and replaced with the following language pursuant to Section 10.01(f) of the Base Indenture:


“The
Notes shall be redeemable at the option of the Company, in whole or in part from time to time, beginning with the Interest Payment
Date on August 15, 2025 (the “Optional Redemption Date”), 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.”


Other
than with respect to the modification described in this Section 3.01, the First Supplemental Indenture remains unmodified and
in full force and effect.


Article
IV 

MISCELLANEOUS


 


Section
4.01     Trust Indenture Act. This Supplemental Indenture is subject to the provisions of the Trust Indenture Act that are
required to be part of the Indenture and shall, to the extent applicable, be governed by such provisions. If any provision of
this Supplemental Indenture 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 Supplemental 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 Supplemental Indenture as so modified or excluded, as the case may be. Whenever
this Supplemental Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated by reference in and
made a part of this Supplemental Indenture.



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Section
4.02     Governing Law. This Supplemental Indenture and the Notes shall be governed by and construed in accordance with
the law of the state of New York without reference to its principles of conflict of laws (other than Section 5-1401 of the General
Obligations Law).


Section
4.03     Ratification. The Base Indenture and the First Supplemental Indenture, as supplemented and amended by this Supplemental
Indenture, are in all respects ratified and confirmed. The Trustee accepts the trusts created by the Base Indenture and the First
Supplemental Indenture, as supplemented by this Supplemental Indenture, and agrees to perform the same upon the terms and conditions
of the Base Indenture and the First Supplemental Indenture, as supplemented by this Supplemental Indenture. The rights, protections
and indemnities afforded the Trustee under the Base Indenture shall apply to the execution hereof and the transactions and amendments
contemplated hereunder.


Section
4.04     Opinion of Counsel and Officer’s Certificate. In connection with the execution of this Supplemental Indenture,
the Trustee shall receive, and shall conclusively rely on in executing this Supplemental Indenture, an Officer’s Certificate
and Opinion of Counsel stating whether, in the opinion of such individual, all conditions precedent are satisfied with respect
to this Supplemental Indenture. The Trustee shall also receive, and be entitled to rely upon, an Opinion of Counsel that this
Supplemental Indenture is the legal, valid, and binding obligation of the Company, enforceable against it in accordance with its
terms, subject to any conditions specified in such Opinion of Counsel.


Section
4.05     Effectiveness. The provisions of this Supplemental Indenture shall become effective as of the date hereof.


Section
4.06     USA PATRIOT Act. The parties hereto acknowledge that, in accordance with Section 326 of the USA PATRIOT Act, the
Trustee 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 Supplemental 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 USA PATRIOT Act.


[Signature
page follows]




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[Signature
Page to Second Supplemental Indenture]


IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.


	 	TRISTATE CAPITAL HOLDINGS, INC.
	 	 	 	 
	 	By:	 	/s/ James F. Getz
	 	Name:	 	James F. Getz
	 	Title:	 	Chairman, President and Chief Executive
    Officer
	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 	 	 	 
	 	By:	 	/s/ George J. Rayzis 
	 	Name:	 	George J. Rayzis 
	 	Title:	 	Vice President 








    	 



    	 



    

EXHIBIT
A


FORM
OF NOTE


THIS
SECURITY AND THE OBLIGATIONS OF THE COMPANY (AS DEFINED HEREIN) AS EVIDENCED HEREBY (1) ARE NOT DEPOSITS WITH OR HELD BY THE COMPANY
AND ARE NOT INSURED OR GUARANTEED BY ANY FEDERAL AGENCY OR INSTRUMENTALITY, INCLUDING, WITHOUT LIMITATION, THE FEDERAL DEPOSIT
INSURANCE CORPORATION, AND (2) ARE SUBORDINATE IN THE RIGHT OF PAYMENT TO THE SENIOR INDEBTEDNESS (AS DEFINED IN THE INDENTURE
IDENTIFIED HEREIN).


GLOBAL
NOTE


THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND
HOLDER OF THIS SECURITY FOR ALL PURPOSES.


UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE (I) BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, (II) BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR (III) BY A NOMINEE OF THE DEPOSITARY OR THE DEPOSITARY TO A SUCCESSOR DEPOSITARY
OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY
TRUST COMPANY), 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.


TRISTATE
CAPITAL HOLDINGS, INC.


5.75%
Fixed-to-Floating Rate Subordinated Notes due 2030


	No.
    2	CUSIP:
    89678F AA8
	$37,500,000	ISIN:
    US89678FAA84


 


TRISTATE
CAPITAL HOLDINGS, INC., a Pennsylvania corporation (together with any successor corporation under the Indenture hereinafter referred
to, the “Company”), for value received, hereby promises to pay to CEDE & CO., or its registered assigns,
the principal sum of THIRTY-SEVEN MILLION AND FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) on May 15, 2030 (the “Stated
Maturity Date”), unless redeemed prior to such date, and to pay interest thereon (i) from and including May 11, 2020,
to but excluding May 15, 2025, unless redeemed prior to such date (such period, the “Fixed Rate Period”), at
a rate of 5.75% per annum, semi-annually in arrears on May 15 and November 15 of each year, commencing on November 15, 2020 (each
such date, a “Fixed Rate Interest Payment Date”) and (ii) from and including May 15, 2025, to but excluding
the Stated Maturity Date, unless redeemed on or subsequent to May 15, 2025, but prior to the Stated Maturity Date (such period,
the “Floating Rate Period”), at a rate equal to Three-Month LIBOR, reset quarterly, plus 536 basis
points, or such other rate as may be determined pursuant to the Supplemental Indenture hereinafter referred to, quarterly in arrears
on February 15, May 15, August 15 and November 15 of each year, commencing on August 15, 2025, and ending on the Stated Maturity
Date or earlier Redemption Date (each such date, a “Floating Rate Interest Payment Date” and, together with
each Fixed Rate Interest Payment Date, each an “Interest Payment Date”). The amount of interest payable on
any Fixed Rate Interest Payment Date during the Fixed Rate Period will be computed on the basis of a 360-day year consisting of
twelve 30-day months, and the amount of interest payable on any Floating Rate Interest Payment Date during the Floating Rate Period
will be computed on the basis of a 360-day year and the actual number of days elapsed. If any Interest Payment Date or the Stated
Maturity Date falls on a day that is not a Business Day, payment may be made on the next succeeding Business Day and no interest
on such payment will accrue for the period of such delay. All percentages used in or resulting from any calculation of Three-Month
LIBOR shall be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with 0.000005% rounded up to
0.00001%.



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Payment
of the principal of and interest on this Note will be made in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts.


Reference
is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.


Unless
the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature,
this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


[Signature
page follows.]




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[Signature
Page to Trustee’s Certificate of Authentication]


IN
WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officer.


	 	TRISTATE
    CAPITAL HOLDINGS, INC.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


This
is one of the Securities of the series designated and referred to in the within-mentioned Indenture.


	Date
    of authentication:	 
	 		 
	 	U.S.
    BANK NATIONAL ASSOCIATION, as Trustee
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 




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REVERSE
OF NOTE


TRISTATE
CAPITAL HOLDINGS, INC.


5.75%
Fixed-to-Floating Rate Subordinated Notes due 2030


This
Note is one of a duly authorized issue of Securities of the Company of a series designated as the “5.75% Fixed-to-Floating
Rate Subordinated Notes due 2030” (the “Notes”) initially issued in an aggregate principal amount of
$60,000,000 on May 11, 2020 under the Base Indenture (defined below), as supplemented and amended by the First Supplemental Indenture,
dated as of May 11, 2020 and issued in an additional amount under this Note of $37,500,000 on June 3, 2020 under the Base Indenture,
as supplemented and amended by the Supplemental Indenture (defined below).  Such series of Securities has been established
pursuant to, and is one of an indefinite number of series of subordinated debt securities of the Company issued or issuable under
and pursuant to the Subordinated Debt Securities Indenture dated as of May 11, 2020 (the “Base Indenture” and,
as the same may from time to time be amended, supplemented or otherwise modified in accordance therewith, including by the Supplemental
Indenture referred to below, the “Indenture”), between the Company and U.S. Bank National Association, as Trustee
(together with any successor trustee, the “Trustee”), as supplemented and amended by the Second Supplemental
Indenture dated as of June 3, 2020, between the Company and the Trustee (the “Supplemental Indenture”), to
which Indenture and any other indentures supplemental thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Persons in whose names Notes are registered
from time to time and of the terms upon which the Notes are, and are to be, authenticated and delivered. The terms, conditions
and provisions of the Notes are those stated in the Indenture, those made part of the Indenture by reference to the Trust Indenture
Act of 1939, as amended (the “Trust Indenture Act”), and those set forth in this Note. To the extent that the
provisions of this Note modify, supplement or are inconsistent with those of the Indenture, then the provisions of this Note shall
govern to the extent that such provisions of this Note are not inconsistent with (i) the provisions of the Supplemental Indenture
or (ii) the provisions made part of the Indenture by reference to the Trust Indenture Act.


All
capitalized terms used in this Note and not defined herein that are defined in the Indenture shall have the meanings assigned
to them in the Indenture.


The
indebtedness of the Company evidenced by the Notes, including the principal thereof and interest thereon, (i) to the extent and
in the manner set forth in the Indenture, is subordinate and subject in right of payment to the prior payment in full of all Senior
Indebtedness, whether outstanding at the date hereof or hereafter incurred, on the terms and subject to the terms and conditions
set forth in the Indenture, and (ii) shall rank pari passu in right of payment with all other Securities and
with all other unsecured subordinated indebtedness of the Company that is not by its terms subordinate and subject in right of
payment to the prior payment in full of debentures, notes, bonds or other evidences of indebtedness of types that include the
Notes. Each Holder of this Note, by the acceptance hereof, agrees to and shall be bound by such provisions of the Indenture and
authorizes and directs the Trustee on such Holder’s behalf to take such actions as may be necessary or appropriate to effectuate
the subordination so provided.


The
Notes are intended to be treated as Tier 2 Capital (or its then-equivalent if the Company were subject to such capital requirement)
for purposes of capital adequacy rules or regulations of the Board of Governors of the Federal Reserve System (or any successor
regulatory authority with jurisdiction over bank holding companies) (the “Federal Reserve”) as applicable to
the Company and as the same may be amended or supplemented from time to time. If an Event of Default with respect to the Notes
shall occur and be continuing, the principal and interest owed on the Notes shall only become due and payable in accordance with
the terms and conditions set forth in Article 6 of the Base Indenture and Section 3.02(m) and (n) of the Supplemental Indenture. Accordingly,
the Holder has no right to accelerate the maturity of this Note in the event that the Company fails to pay interest on any of
the Notes, or fails to perform any other obligations under the Notes or in the Indenture that are applicable to the Notes.



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The
Company 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 (the “Redemption Price”) to, but excluding, the
date of redemption (the “Redemption Date”), on any Interest Payment Date on or after August 15, 2025. The Company
may also, at its option, redeem the Notes before the Maturity Date, in whole, but not in part, at any time, upon the occurrence
of a Redemption Event. Any such redemption will be at a redemption price equal to the Redemption Price to, but excluding, the
Redemption Date fixed by the Company. No redemption of the Notes by the Company prior to the Stated Maturity Date shall be made
without the prior approval of the Federal Reserve if such prior approval is or will be required at the scheduled Redemption Date.
The provisions of Article 3 of the Base Indenture and Section 3.02(g) of the Supplemental Indenture shall apply to the redemption
of any Notes by the Company.


The
Notes are not entitled to the benefit of any sinking fund. The Notes are not convertible into or exchangeable for any other securities
or property of the Company or any Subsidiary of the Company.


In
the event that any payment on the Notes is subject to withholding of any U.S. federal income tax or other tax or assessment (as
a result of a change in law or otherwise), the Company will not pay additional amounts with respect to such tax or assessment.


The
Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Company and the rights of the Holders at any time by the Company and the Trustee with the consent of the Holders of at
least a majority in principal amount of the outstanding Notes. The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Notes at the time outstanding, on behalf of the Holders of all Notes, to waive
compliance by the Company with certain provisions of the Indenture and to waive certain past Defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and
upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange therefor or
in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.


As
provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the
Securities Register described in Section 2.07 of the Base Indenture, upon surrender of this Note for registration of transfer
at the office or agency of the Company in any place where the principal of and interest on this Note are payable, duly endorsed,
or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar and duly executed,
by the Holder hereof or its attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations
and for the same aggregate principal amount, will be issued to the designated transferee or transferees.


The
Notes are issuable only in registered form without coupons in minimum denominations of $1,000 and integral multiples of $1,000
in excess thereof.


The
Company and the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered
as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.


This
Security is a global note, represented by one or more permanent global certificates registered in the name of the nominee of The
Depository Trust Company (each a “Global Note” and collectively, the “Global Notes”). Accordingly,
unless and until it is exchanged for individual certificates, this Note may not be transferred except as a whole (i) by The Depository
Trust Company (the “Depositary”) to a nominee of the Depositary, (ii) by a nominee of the Depositary to the
Depositary or another nominee of the Depositary, or (iii) by the Depositary or a nominee of the Depositary to a successor depositary
or any nominee of such successor. Ownership of beneficial interests in this Security will be shown on, and the transfer of that
ownership will be effected only through, records maintained by the applicable Depositary or its nominee (with respect to interests
of persons that have accounts with the Depositary (“Participants”)) and the records of Participants (with respect
to interests of persons other than Participants). Beneficial interests in Notes owned by persons that hold through Participants
will be evidenced only by, and transfers of such beneficial interests with such Participants will be effected only through, records
maintained by such Participants. Except as provided below, owners of beneficial interests in this Note will not be entitled to
have any individual certificates and will not be considered the owners or Holders thereof under the Indenture.



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Except
in the limited circumstances set forth in the Base Indenture, Participants and owners of beneficial interests in the Global Notes
will not be entitled to receive Notes in the form of individual certificates and will not be considered Holders. None of the Company,
the Trustee, the Security Registrar, the Paying Agent or any of their respective agents will be liable for any delay by the Depositary,
its nominee or any direct or indirect Participant in identifying the beneficial owners of the related Notes. The Company, the
Trustee, the Security Registrar, the Paying Agent and each of their respective agents may conclusively rely on, and will be protected
in relying on, instructions from the Depositary or its nominee for all purposes, including with respect to the registration and
delivery, and the respective principal amounts, of the Notes to be issued.


Except
as provided in Section 2 of the Base Indenture, beneficial owners of Global Notes will not be entitled to receive physical delivery
of Notes in the form of individual certificates, and no Global Note will be exchangeable except for another Global Note of like
denomination and tenor to be registered in the name of the Depositary or its nominee. Accordingly, each person owning a beneficial
interest in a Global Note must rely on the procedures of the Depositary and, if such person is not a Participant, on the procedures
of the Participant through which such person owns its interest, to exercise any rights of a Holder under the Notes.


The
laws of some jurisdictions may require that certain purchasers of securities take physical delivery of those securities in definitive
form. Accordingly, the ability to transfer interests in the Notes represented by a Global Note to those persons may be limited.
In addition, because the Depositary can act only on behalf of its Participants, who in turn act on behalf of persons who hold
interests through Participants, the ability of a person having an interest in Notes represented by a Global Note to pledge or
transfer such interest to persons or entities that do not participate in the Depositary’s system, or otherwise to take actions
in respect of such interest, may be affected by the lack of an individual certificate in respect of such interest. None of the
Company, the Trustee, the Paying Agent and the Security Registrar will have any responsibility or liability for any aspect of
the records relating to or payments made on account of Notes by the Depositary, or for maintaining, supervising or reviewing any
records of the Depositary relating to the Notes.


The
Trustee will act as the Company’s Paying Agent with respect to the Notes through its Corporate Trust Office presently located
at 100 Wall Street, Suite 600, New York, New York 10005.  The Company may at any time rescind the designation of a Paying
Agent, appoint a successor Paying Agent, or approve a change in the office through which any Paying Agent acts.


Notices
to the Holders of individual certificates will be given to such Holders at their respective addresses in the Register, or in the
case of Global Notes, electronic delivery in accordance with DTC’s applicable procedures.


The
Indenture contains provisions setting forth certain conditions to the institution of proceedings by the Holders of Notes with
respect to the Indenture or for any remedy under the Indenture.


This
Note shall be governed by and construed in accordance with the law of the state of New York without reference to its principles
of conflict of laws (other than Section 5-1401 of the General Obligations Law).




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ASSIGNMENT
FORM


To
assign the within Security, fill in the form below:


I
or we assign and transfer the within Security to:


	 	 	 
	(Insert
    assignee’s legal name)	 	 

	 	 	 
	 	 	 
	(Insert
    assignee’s social security or tax I.D. number)	 	 

	 	 	 
	 	 	 
	(Print
    or type assignee’s name, address and zip code)	 	 

	 	 	 


and
irrevocably appoint the Trustee as agent to transfer this Security on the books of TriState Capital Holdings, Inc. The agent may
substitute another to act for it.


	Your
    Signature:	 

	 	(Sign
    exactly as your name appears on the other side of this Security)
	 	 
	Your
    Name:	 

	 	 
	Date:	 

	 	 
	Signature
    Guarantee:	 

	 	 


SIGNATURE
GUARANTEE


Signatures
must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which
requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”)
or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution
for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.