TRISTATE CAPITAL
HOLDINGS, INC.


Issuer


And


 


U.S. BANK NATIONAL
ASSOCIATION


 


Trustee


 


FIRST SUPPLEMENTAL
INDENTURE


 


Dated as of May 11,
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 DEFINITIONS	1
	Section 2.01   Definitions and Other Provisions of General Application	1
	Article III FORM AND TERMS OF THE NOTES	4
	Section 3.01   Form and Dating	4
	Section 3.02   Terms	5
	Article IV SUBORDINATION OF SECURITIES	10
	Section 4.01   Agreement of Subordination	10
	Section 4.02   Subordination Provisions	11
	Section 4.03   Trustee’s Relation to Senior Indebtedness	14
	Section 4.04   Senior Indebtedness Entitled to Rely	14
	Section 4.05   No Impairment of Subordination	14
	Article V MISCELLANEOUS	15
	Section 5.01   Trust Indenture Act	15
	Section 5.02   Governing Law	15
	Section 5.03   Ratification	15
	Section 5.04   Opinion of Counsel and Officer’s Certificate	15
	Section 5.05   Effectiveness	15
	Section 5.06   USA PATRIOT Act	15



 






    	 	i	 



     


    

first
supplemental indenture


FIRST SUPPLEMENTAL
INDENTURE (this “Supplemental Indenture”), dated as of May 11, 2020, between TRISTATE CAPITAL BANCSHARES, 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 will have executed and delivered a Subordinated Debt Securities Indenture dated as of the date hereof (the “Base
Indenture” and, as the same may from time to time be amended, supplemented or otherwise modified in accordance therewith,
including by this Supplemental Indenture, the “Indenture”), to provide for the issuance from time to time by
the Company of its unsecured subordinated indebtedness to be issued in one or more series as provided in the Indenture;


WHEREAS, the Company
desires to issue and sell on the date hereof Sixty Million Dollars ($60,000,000) aggregate principal amount of a new series of
Securities of the Company designated as its 5.75% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “Notes”),
and such issuance and sale have been authorized by resolutions duly adopted by the Board of Directors of the Company and by the
Pricing Committee of the Board of Directors of the Company;


WHEREAS, the Company
desires to establish the terms of the Notes under this 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 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 Notes by the Holders thereof, it is mutually agreed, for the equal
and proportionate benefit of all Holders of the 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 unless not permitted by law. Except as expressly amended by the Supplemental Indenture, the terms and provisions
of the Base Indenture shall remain in full force and effect. Notwithstanding the foregoing, this Supplemental Indenture
shall only apply to the Notes.


Article
II

DEFINITIONS


Section 2.01              
Definitions and Other Provisions of General Application. For all purposes of this Supplemental Indenture, except
as otherwise expressly provided or unless the context otherwise requires:


(1)                
all terms used in this Supplemental Indenture which are not otherwise defined herein shall have the meanings assigned to
them in the Base Indenture and include the plural as well as the singular; and;






    	 	1	 



     


    

(2)                
Section 1.01 of the Base Indenture is amended and supplemented by inserting the following additional defined terms in their
appropriate alphabetical positions (and, in the case of any defined term which is duplicated in Section 1.01 of the Base Indenture,
by deleting the duplicate definition set forth in such Section 1.01 in its entirety):


“Additional
Notes” has the meaning specified in Section 3.02(b).


“Adjustments”
has the meanings set forth in Section 3.02(e)(iii)(3).


“Administrative
or Judicial Action” has the meaning specified in the definition of “Tax Event.”


“Alternative
Rate” has the meanings set forth in Section 3.02(e)(iii)(3).


“Business
Day” means with respect to any fixed rate Interest Payment Date, any weekday in New York, New York that is not a day
on which banking institutions in such city are authorized or required by applicable law, regulation, or executive order to be closed
and (b) with respect to any Floating Rate Interest Payment Date, any weekday in New York, New York that is not a day on which banking
institutions in such city are authorized or required by applicable law, regulation, or executive order to be closed, and additionally,
is a London Banking Day.


“Calculation
Agent” means the agent appointed by the Company prior to the commencement of the Floating Rate Period (which may be the
Company or any of its Affiliates) to act in accordance with Section 3.02(e).


“Designated
Senior Indebtedness” means any Senior Indebtedness that expressly provides that it is “designated senior indebtedness”
for purposes of the Indenture, provided that the instrument, agreement or other document creating or evidencing
such Senior Indebtedness may place limitations and conditions on the right of such Senior Indebtedness to exercise the rights of
Designated Senior Indebtedness.


“Determination
Date” with respect to an Interest Period will be the second London Banking Day preceding the first day of such Interest
Period.


“Federal
Reserve” means the Board of Governors of the Federal Reserve System or any successor federal banking agency.


“Fixed
Rate Interest Payment Date” has the meaning specified in Section 3.02(e)(i), and shall constitute an “Interest
Payment Date.”


“Fixed
Rate Period” has the meaning specified in Section 3.02(e)(i).


“Floating
Rate Interest Payment Date” has the meaning specified in Section 3.02(e)(ii), and shall constitute an “Interest
Payment Date.”


“Floating
Rate Period” has the meaning specified in Section 3.02(e)(ii).


“IFA”
has the meanings set forth in Section 3.02(e)(iii)(3).


“Interest
Payment Date” has the meaning specified in Section 3.02(e)(ii).


“Interest
Period” means the period from and including the immediately preceding Interest Payment Date in respect of which interest
has been paid or duly provided for or, if no interest has been paid or duly provided for, from and including the Issue Date to,
but excluding, the applicable Interest Payment Date for such period (or the Maturity Date or earlier Redemption Date, if applicable).






    	 	2	 



     


    

“Issue
Date” means May 11, 2020.


“LIBOR
Event” has the meanings set forth in Section 3.02(e)(iii)(3).


“London
Banking Day” means any day on which dealings in U.S. dollars are transacted or, with respect to any future date, are
expected to be transacted in the commercial banks are open and dealing in deposits in U.S. dollars in the London interbank market.


“Material
Bank Subsidiary” means TriState Capital Bank, a Pennsylvania-chartered bank, or any successor thereof or any of the Company’s
Subsidiaries that is a depository institution and that has consolidated assets equal to 80% or more of the Company’s consolidated
assets.


“Maturity
Date,” with respect to the principal of the Notes, has the meaning specified in Section 3.02(d), which date shall constitute
the “Stated Maturity” thereof.


“Redemption
Event” means, collectively, the occurrence of (i) a Tier 2 Capital Event, (ii) a Tax Event, or (iii) the Company becoming
required to register as an investment company pursuant to the Investment Company Act of 1940, as amended (15 U.S.C. 80a-1 et seq.).


“Relevant
Governmental Body” means the Federal Reserve and/or the Federal Reserve Bank of New York, or a committee officially endorsed
or convened by the Federal Reserve and/or the Federal Reserve Bank of New York or any successor thereto.


“Representative”
means the (a) indenture trustee or other trustee, agent or representative for any Senior Indebtedness or (b) with respect to any
Senior Indebtedness that does not have any such trustee, agent or other representative, (i) in the case of such Senior Indebtedness
issued pursuant to an agreement providing for voting arrangements as among the holders or owners of such Senior Indebtedness, any
holder or owner of such Senior Indebtedness acting with the consent of the required Persons necessary to bind such holders or owners
of such Senior Indebtedness and (ii) in the case of all other such Senior Indebtedness, the holder or owner of such Senior Indebtedness.


“Senior
Indebtedness” means, without duplication, the principal, premium, if any, unpaid interest (including interest accruing
on or after the filing of any petition in bankruptcy or for reorganization relating to the Company, whether or not a claim for
post-filing interest is allowed in such proceeding), fees, charges, expenses, reimbursement and indemnification obligations, and
all other amounts payable under or in respect of the following indebtedness of the Company, whether any such indebtedness exists
as of the date of the Indenture or is created, incurred or assumed after such date: (i) all obligations for borrowed money; (ii)
all obligations evidenced by debentures, notes, debt securities or other similar instruments; (iii) all obligations in respect
of letters of credit, security purchase facilities or bankers acceptances or similar instruments (or reimbursement obligations
with respect thereto); (iv) a deferred obligation of the Company, or any such obligation directly or indirectly guaranteed by the
Company, incurred in connection with the acquisition of any business, properties or assets or delivery of services not evidenced
by a note or similar instrument given in connection therewith, except trade accounts payable arising in the ordinary course of
business; (v) indebtedness secured by any mortgage, pledge, lien, charge, encumbrance or any security interest existing on property
owned by the Company; (vi) the Company’s obligation to make payment pursuant to the terms of certain financial instruments
such as (A) securities contracts, interest rate, currency future or exchange contracts and foreign exchange contracts, (B) derivative
instruments, such as swap agreements (including interest rate and foreign exchange rate swap agreements), cap agreements, floor
agreements, collar agreements, interest rate agreements, foreign exchange rate agreements, options, commodity futures contracts
and commodity options contracts and (C) financial instruments similar to those set forth in (A) or (B) above; (vii) an obligation
of the Company, or any such obligation directly or indirectly guaranteed by the Company, for purchased money or funds or similar
obligations; (viii) the Company’s obligation under direct credit substitutes; (ix) obligations to general creditors of the
Company; (x) a deferred obligation of, or any such obligation, directly or indirectly guaranteed by, the Company which obligation
is incurred in connection with the acquisition of any business, properties or assets not evidenced by a note or similar instrument
given in connection therewith; (xi) all obligations of the type referred to in the foregoing subclauses above of other Persons
for the payment of which the Company is responsible or liable as obligor, guarantor or otherwise, whether or not classified as
a liability on a balance sheet prepared in accordance with GAAP; and (xii) any renewals, amendments, deferrals, supplements, extensions,
refundings or replacements of any of the foregoing. Senior Indebtedness excludes: (w) any such indebtedness, obligation or liability
referred to above as to which, in the instrument creating or evidencing the same or pursuant to which the same is outstanding,
it is provided that such indebtedness, obligation or liability is not superior in right of payment to the Notes, or ranks pari
passu with the Notes; (x) any such indebtedness, obligation or liability which is subordinated to indebtedness of the Company
to substantially the same extent as, or to a greater extent than, the Notes are subordinated; (y) any indebtedness to a Subsidiary;
and (z) the Notes. Notwithstanding the foregoing, and for the avoidance of doubt, if the Federal Reserve (or other applicable regulatory
agency or authority) promulgates any rule or issues any interpretation that defines general creditor(s), the main purpose of which
is to establish criteria for determining whether the subordinated debt of a financial or bank holding company is to be included
in its capital, then the term “general creditors” as used in this definition of “Senior Indebtedness” will
have the meaning as described in that rule or interpretation.






    	 	3	 



     


    

“Tax Event”
means the receipt by the Company of an opinion of independent tax counsel to the effect that as a result of (1) an amendment to
or change (including any announced prospective amendment or change) in any law or treaty, or any regulation thereunder, of the
United States or any of its political subdivisions or taxing authorities; (2) a judicial decision, administrative action,
official administrative pronouncement, ruling, regulatory procedure, regulation, notice or announcement, including any notice or
announcement of intent to adopt or promulgate any ruling, regulatory procedure or regulation (any of the foregoing, an “Administrative
or Judicial Action”); (3) an amendment to or change in any official position with respect to, or any interpretation of, an
Administrative or Judicial Action or a law or regulation of the United States that differs from the previously generally accepted
position or interpretation; or (4) a threatened challenge asserted in writing in connection with an audit of our federal income
tax returns or positions or a similar audit of any of our subsidiaries or a publicly known threatened challenge asserted in writing
against any other taxpayer that has raised capital through the issuance of securities that are substantially similar to the Notes,
in each case, which change or amendment or challenge becomes effective or which pronouncement, decision or challenge is announced
on or after the Issue Date, there is more than an insubstantial risk that interest payable by the Company on the Notes is not,
or, within 90 days of the date of such opinion, will not be, deductible by the Company, in whole or in part, for United States
federal income tax purposes.


“Three-month
LIBOR” has the meaning set forth in Section 3.02(e)(iii).


“Tier 2
Capital Event” means the Company’s good faith determination that, as a result of (1) any amendment to, clarification
of, or change in (including any announced prospective change), the laws, rules or regulations of the United States (including,
for the avoidance of doubt, any agency or instrumentality of the United States, including the Federal Reserve and other federal
bank regulatory agencies) or any political subdivision of or in the United States that is enacted or becomes effective after the
Issue Date, (2) any proposed change in those laws, rules or regulations that is announced or becomes effective after the Issue
Date, or (3) any official administrative decision or judicial decision or administrative action or other official pronouncement
interpreting or applying those laws, rules, regulations, policies or guidelines with respect thereto that is announced after the
Issue Date, there is more than an insubstantial risk that the Company will not be entitled to treat the Notes then outstanding
as “Tier 2 Capital” (or its equivalent), for purposes of the capital adequacy rules or regulations of the Federal Reserve
(or, as and if applicable, the capital adequacy guidelines or regulations of any successor appropriate federal banking agency),
as then in effect and applicable, as then in effect and applicable to the Company, for so long as any Notes are outstanding.


 


Article
III

FORM AND TERMS OF THE NOTES


Section 3.01              
Form and Dating. The Notes shall be substantially in the form of Exhibit A attached hereto. The 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.


(a)                
The terms contained in the Notes shall constitute, and are hereby expressly made, a part of the Base Indenture as supplemented
by this Supplemental Indenture, and the Company and the Trustee, by their execution and delivery of this Supplemental Indenture,
expressly agree to such terms and provisions and to be bound thereby.






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Section 3.02              
Terms. The following terms relating to the Notes are hereby established:


(a)                
Title. The Notes shall constitute a series of Securities having the title “5.75% Fixed-to-Floating Rate Subordinated
Notes due 2030” and the CUSIP number is 89678F AA8.


(b)                
Principal Amount. The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture
on the Issue Date shall be SIXTY MILLION DOLLARS ($60,000,000). If no Event of Default has occurred and is continuing with respect
to the Notes, the Company may, from time to time, without notice to or the consent of the Holders, create and issue additional
notes pursuant to the Indenture ranking equally with the Notes and with identical terms in all respects (or in all respects except
for the offering price, the payment of interest accruing prior to the issue date of such notes and the first payment of interest
following the issue date of such Additional Notes) (“Additional Notes”); provided, however, that a
separate CUSIP number will be issued for any such Additional Notes unless such Additional Notes are fungible with the Notes for
U.S. federal income tax purposes, subject to the procedures of DTC. The Notes and any Additional Notes shall constitute a single
series under the Indenture. All references to the Notes shall include any Additional Notes, unless the context otherwise requires.


(c)                
Person to Whom Interest Is Payable. Defaulted Interest may be paid to the person in whose name such Registered Security
shall be registered upon the Security Register as provided in Section 8.03 of the Base Indenture.  However, interest that
is paid on the Maturity Date will be paid to the Person to whom the principal is payable.


(d)                
Maturity Date. The entire outstanding Principal of the Notes shall be payable on May 15, 2030 (the “Maturity
Date”).


(e)                
Interest.


(i)                  
The Notes will bear interest at a fixed rate of 5.75% per annum from and including May 11, 2020, to but excluding May 15,
2025, or earlier Redemption Date (the “Fixed Rate Period”).  Interest accrued on the Notes during the Fixed Rate
Period will be payable semi-annually in arrears on May 15 and November 15 of each year, commencing on November 15, 2020 (each such
date, a “Fixed Rate Interest Payment Date”). The last Fixed Rate Interest Payment Date shall be May 15, 2025,
unless the Notes are earlier redeemed. The interest payable during the Fixed Rate Period will be paid to each Holder in whose name
a Note is registered at the close of business on the fifteenth day (whether or not a Business Day) immediately preceding the applicable
Fixed Rate Interest Payment Date.


(ii)                
The Notes will bear a floating interest rate from and including May 15, 2025, to but excluding the Maturity Date or earlier
Redemption Date (the “Floating Rate Period”). The floating interest rate will be reset for each Interest Period
in the Floating Rate Period, and the interest rate for each such Interest Period shall be equal to the then-current Three-Month
LIBOR for such Interest Period plus 536 basis points. During the Floating Rate Period, interest on the Notes will be payable quarterly
in arrears on February 15, May 15, August 15 and November 15 of each year, commencing on August 15, 2025 (each such date, a “Floating
Rate Interest Payment Date” and, together with each Fixed Rate Interest Payment Date, each an “Interest Payment
Date”). The last Floating Rate Interest Payment Date shall be May 15, 2030, unless the Notes are earlier redeemed. 
The interest payable during the Floating Rate Period will be paid to each Holder in whose name a Note is registered at the close
of business on the fifteenth day (whether or not a Business Day) immediately preceding the applicable Floating Rate Interest Payment
Date. The Calculation Agent will provide the Company and the Trustee with the interest rate in effect for each Interest Period
during the Floating Rate Period promptly once available but in no event later than fifteen (15) days prior to any Floating Rate
Interest Payment Date.






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(iii)               
For purposes of determining the interest rate during the Floating Rate Period, “Three-month LIBOR” with
respect to the Floating Rate Period, the rate determined by the Calculation Agent as follows:


		(1)	the London interbank offered rate for deposits in U.S. dollars for a three-month period, as that
rate appears on Reuters screen page “LIBOR01” (or any successor or replacement page) at approximately 11:00 a.m., London
time, on the relevant Determination Date.



		(2)	If no offered rate appears on Reuters screen page “LIBOR01” (or any successor or
replacement page) on the relevant Determination Date at approximately 11:00 a.m., London time, then the Calculation Agent, in consultation
with the Company, shall select four major banks in the London interbank market and shall request each of their principal London
offices to provide a quotation of the rate at which three-month deposits in U.S. dollars in amounts of at least $1,000,000.00 are
offered by it to prime banks in the London interbank market, on that date and at that time. If at least two quotations are provided,
Three-month LIBOR shall be the arithmetic average (rounded upward if necessary to the nearest .00001 of 1%) of the quotations provided.
Otherwise, the Calculation Agent, in consultation with the Company, shall select three major banks in New York City and shall request
each of them to provide a quotation of the rate offered by it at approximately 11:00 a.m., New York City time, on the Determination
Date for loans in U.S. dollars to leading European banks for a three-month period for the applicable Floating Rate Period in an
amount of at least $1,000,000.00. If three quotations are provided, Three-month LIBOR shall be the arithmetic average (rounded
upward if necessary to the nearest .00001 of 1%) of the quotations provided. Otherwise, if a LIBOR Event (as defined below) has
not occurred, Three-month LIBOR for the next Floating Rate Period shall be equal to Three-month LIBOR in effect for the then-current
Floating Rate Period or, in the case of the first Interest Period in the Floating Rate Period, the most recent rate on which Three-month
LIBOR could have been determined in accordance with the first sentence of this subsection had the dividend rate been a floating
rate during the Fixed Interest Rate Period.



		(3)	Notwithstanding subsections (1) and (2) immediately above, if the Company, in its sole discretion,
determines on the relevant Determination Date that the Three-Month LIBOR has been discontinued or is no longer viewed as an acceptable
benchmark for securities similar to the Notes, and the Company has notified the Calculation Agent (if it is not the Company) of
such determination (a “LIBOR Event”), then the Calculation Agent shall use, as directed by the Company, as a
substitute or successor base rate (the “Alternative Rate”) for each future Determination Date, the alternative
reference rate selected by the central bank, reserve bank, monetary authority or any similar institution (including any committee
or working group thereof) that is consistent with market practice regarding a substitute for the Three-Month LIBOR. As part of
such substitution, the Calculation Agent shall, as directed by the Company, make such adjustment to the Alternative Rate or the
spread thereon, as well as the business day convention, the Determination Date and related provisions and definitions (“Adjustments”),
in each case that are consistent with market practice for the use of such Alternative Rate. Notwithstanding the foregoing, if the
Company determines that there is no alternative reference rate selected by the central bank, reserve bank, monetary authority or
any similar institution (including any committee or working group thereof) that is consistent with market practice regarding a
substitute for Three-month LIBOR, the Company may, in its sole discretion, appoint an independent financial advisor (“IFA”)
to determine an appropriate Alternative Rate and any Adjustments, and the decision of the IFA shall be binding upon the Company,
the Calculation Agent and the Holders of the Notes. If on any Determination Date during the Floating Rate Period (which may be
the first Determination Date of the Floating Rate Period) a LIBOR Event has occurred prior to such Determination Date and for any
reason an Alternative Rate has not been determined or there is no such market practice for the use of such Alternative Rate (and,
in each case, an IFA has not determined an appropriate Alternative Rate and Adjustments or an IFA has not been appointed) as of
such Determination Date, then, commencing on such Determination Date, the interest rate, business day convention and manner of
calculating dividends applicable during the Fixed Rate Period shall be in effect for the applicable Interest Period and shall remain
in effect during the remainder of the Floating Interest Period.







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(iv)              
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.
The interest payable during on any scheduled Interest Payment Date or the Maturity Date will be paid to each Holder in whose name
a Note is registered at the close of business on the fifteenth day (whether or not a Business Day) immediately preceding the applicable
Interest Payment Date. Dollar amounts resulting from interest calculations will be rounded to the nearest cent, with one-half cent
being rounded upward.


(v)                
The Company shall take such commercially reasonable actions as are necessary to ensure that from the commencement of the
Floating Rate Period for so long as any of the Notes remain outstanding there will at all times be a Calculation Agent appointed
to calculate Three-Month LIBOR in respect of each Floating Rate Period. The calculation of Three-Month LIBOR for each applicable
Floating Rate Period by the Calculation Agent will (in the absence of manifest error) be final and binding. The Calculation Agent
shall have all the rights, protections and indemnities afforded to the Trustee under the Base Indenture and hereunder. The Calculation
Agent may be removed by the Company at any time. If the Calculation Agent is unable or unwilling to act as Calculation Agent or
is removed by the Company, the Company will promptly appoint a replacement Calculation Agent, which shall not be the Trustee without
the Trustee’s express written consent. The Calculation Agent may not resign its duties without a successor having been duly
appointed; provided, that if a successor Calculation Agent has not been appointed by the Company and such successor accepted
such position within 30 days after the giving of notice of resignation by the Calculation Agent, then the resigning Calculation
Agent may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Calculation
Agent with respect to such series. For the avoidance of doubt, if at any time there is no Calculation Agent appointed by the Company,
then the Company shall be the Calculation Agent and the foregoing provisions shall apply to the Company in its role as the Calculation
Agent. The Company may appoint itself or any of its Affiliates to be the Calculation Agent.


(vi)              
The Company shall give written notice of the appointment of any Calculation Agent to the Trustee. The Company (or its Calculation
Agent) shall notify the Trustee in writing upon a LIBOR Event, of an Alternative Rate, any Adjustments and of other items affecting
the interest rate on the Notes after a LIBOR Event.


(vii)             
The Trustee (including in its capacity as Paying Agent), unless acting as the Calculation Agent, shall have no (1) responsibility
or liability for (A) Three-Month LIBOR, (B) selection of an Alternative Rate (including whether the conditions for the designation
of such rate have been satisfied), (C) determination or calculation of an Alternative Rate, (D) determination of whether a LIBOR
Event has occurred or (E) any action or inaction of the Calculation Agent or any related party, and in each such case under clauses
(A) through (E) above shall be entitled to conclusively rely upon the selection, determination, and/or calculation thereof as provided
by the Company or its Calculation Agent, as applicable, or (2) liability for any failure or delay in performing its duties hereunder
as a result of the unavailability of Three-Month LIBOR as described in the definition thereof, including as a result of the Company’s,
IFA’s or Calculation Agent’s failure to select an Alternative Rate or the Calculation Agent’s failure to calculate
an Alternative Rate. The Trustee shall be entitled to rely conclusively on all notices from the Company or its Calculation Agent
regarding Three-Month LIBOR or an Alternative Rate, including in regards to a LIBOR Event.


(f)                 
Place of Payment of Principal and Interest. So long as the Notes are issued in the form of one or more Global Securities,
the Company shall make, or cause the Paying Agent to make, all payments of principal and interest on the Notes by wire transfer
in immediately available funds to DTC or its nominee, in accordance with applicable procedures of DTC. If the Notes are not so
issued, the Company may, at its option, make, or cause the Paying Agent to make, payments of principal and interest on the Notes
by check mailed to the address of the Holder specified in accordance with Sections 3.02(e)(i) or (e)(ii).


(g)                
Redemption. The Notes are not subject to redemption or prepayment at the option of the Holders.






    	 	7	 



     


    

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
May 15, 2025, 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.


In addition, the
Company may, at its option, redeem the Notes at any time before the Maturity Date, in whole but not in part, subject to obtaining
the prior approval of the Federal Reserve to the extent such approval is then required under the rules of the Federal Reserve,
upon the occurrence of a Redemption Event.


The Notes may not
otherwise be redeemed prior to the Maturity Date.


The Redemption Price
shall equal 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest to, but
excluding, the Redemption Date fixed by the Company. The provisions of Article 3 of the Base Indenture shall apply to any redemption
of the Notes. Any partial redemption will be made in accordance with DTC’s applicable procedures among all Holders. If any
Note is to be redeemed in part only, the notice of redemption relating to such Note shall state, in addition to the information
specified in Article 3 of the Base Indenture, that such redemption is a partial redemption, the portion of the principal amount
thereof to be redeemed, and that a replacement Note in principal amount equal to the unredeemed portion thereof will be issued
in the name of the Holder thereof upon cancellation of the original Note.


Any notice of redemption
may be conditional in the Company’s discretion on one or more conditions precedent, and the Redemption Date may be delayed
until such time as any or all of such conditions have been satisfied or revoked by the Company if it determines that such conditions
will not be satisfied. The Trustee shall have no liability or responsibility to monitor such conditions or to determine their satisfaction
and the Company shall advise the trustee in writing upon satisfaction of such conditions (or failure of such conditions).


(h)                
Sinking Fund. There shall be no sinking fund for the Notes.


(i)                  
Conversion and Exchange. The Notes are not convertible into, or exchangeable for, equity securities, other securities
or assets of the Company or its Subsidiaries.


(j)                 
Denomination. The Notes and any beneficial interest in the Notes shall be in minimum denominations of $1,000 and
integral multiples of $1,000 in excess thereof.


(k)                
Currency of the Notes. The Notes shall be denominated, and the principal thereof and interest thereon shall be payable,
in Dollars.


(l)                  
Registered Form. The Notes shall be issuable as Global Securities, and DTC (or any successor thereto or successor
depositary appointed by the Company) shall be the depositary for the Notes. Sections 2.04 and 2.07 of the Base Indenture shall
apply to the Notes.


(m)              
Events of Default. Section 6.01 of the Base Indenture be deleted in its entirety and the following shall be inserted
in lieu thereof solely with respect to the Notes:


“SECTION
6.01. Events of Default; Acceleration of Maturity.


In case one or more
of the following Events of Default with respect to a particular series shall have occurred and be continuing:


(a) the entry by
a court having jurisdiction in the premises of (1) a decree or order for relief in respect of the Company in an involuntary case
or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or (2) a decree
or order adjudging the Company bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement,
adjustment or composition of or in respect of the Company under any applicable federal or state law, or appointing a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its
property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief
or any such other decree or order unstayed and in effect for a period of 60 consecutive days;






    	 	8	 



     


    

(b) the commencement
by the Company of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or
other similar law or of any other case or proceeding to be adjudicated bankrupt or insolvent, or the consent by it to the entry
of a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable federal or
state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or
proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable
federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency
case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any
applicable federal or state law, or the consent by it to the filing of such petition or to the appointment of or taking possession
by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Company or of any substantial
part of its property or the taking of corporate action by the Company in furtherance of any such action; or


(c) (1) the appointment
by a competent government agency having primary regulatory authority over any Material Bank Subsidiary under any applicable federal
or state banking, insolvency or similar law now or hereafter in effect of a receiver of any such Material Bank Subsidiary or (2)
the entry of a decree or order in any case or proceeding under any applicable federal or state banking, insolvency or other similar
law now or hereafter in effect appointing any receiver of any Material Bank Subsidiary.


(d) the Company
fails to make any payment of any interest upon any Security of that series when it becomes due and payable, and continuance of
such default for a period of 30 days (whether or not such payment is prohibited by the provisions of Article 16 of the Base Indenture).


(e) the Company
fails to make principal of (or premium, if any, on) any Security of that series at its Maturity, upon redemption, by acceleration
or otherwise (whether or not such payment is prohibited by the provisions of Article 16 of the Base Indenture).


(f) the Company defaults
in the performance, or breaches, of any term, covenant or warranty of the Company in this Indenture (other than a term, covenant
or warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly
been included in this Indenture solely for the benefit of series of Securities other than that series), and continuance of such
default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Company by the Trustee
or to the Company and the Trustee by Holders of at least 25% in principal amount of the Outstanding Securities of that series a
written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a notice of Default
hereunder.


 


If an Event of Default
specified in this Section 6.01(a), (b) or (c) with respect to Securities of any series at the time Outstanding occurs, the principal
amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, such
portion of the principal amount of such Securities as may be specified by the terms thereof) shall automatically, and without any
declaration or other action on the part of the Trustee or any Holder, become immediately due and payable.


 


At any time after
such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment
of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal
amount of the Outstanding Securities of that series, by written notice to the Company and the Trustee, may rescind and annul such
declaration and its consequences if


(a) the Company
has paid or deposited with the Trustee a sum sufficient to pay:


(1) all overdue
interest on all Securities of that series,






    	 	9	 



     


    

(2) the principal
of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration of acceleration
and any interest thereon at the rate or rates prescribed therefor in such Securities,


(3) to the extent
that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Securities,
and


(4) all sums
paid or advanced by the Trustee hereunder and the reasonable compensation, fees, costs, expenses, disbursements and advances of
the Trustee, its agents and counsel;


and


(b) all Events of
Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that series which
have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.13 of the Base Indenture.


No such rescission
shall affect any subsequent default or impair any right consequent thereon.”


(n)                
Waiver. Section 6.13(2) of the Base Indenture be deleted in its entirety and the following shall be inserted in lieu
thereof: “described in clauses (a), (b) or (c) of Section 6.01.”


(o)                
Supplemental Indentures. Section 10.01 of the Base Indenture shall apply to the Securities; however, Section 10.01(g)
shall be deleted in its entirety and replaced with “Reserved” and the following provisions will be added as new sections
following Section 10.01(h): “(i) to establish the form or terms of the Notes; (j) to provide for uncertificated Notes or
otherwise alter the Indenture to facilitate the issuance, legending, or transfer of the Notes in a manner that does not materially
adversely affect any holder of the Notes, as applicable, and does not result in any violation of applicable securities law; (k)
to supplement any provisions of the Indenture necessary to permit or facilitate the defeasance, covenant defeasance or discharge
of the Notes, provided that such action does not adversely affect the interests of the holders of the Notes or any other
debt securities issued under the Indenture; (l) to comply with the rules or regulations of any securities exchange or automated
quotation system on which any of the Notes may be listed or traded; or (m) to implement any Alternative Rate or any transition
provisions after a LIBOR Event has occurred (or in anticipation thereof).”


(p)                
No Collateral. The Notes shall not be entitled to the benefit of any security interest in, or collateralization by,
any rights, property or interest of the Company.


(q)                
No Additional Amounts. In the event that any payment on the Notes is subject to withholding of any U.S. federal income
tax or other tax or assessment (whether as a result of a change in law or otherwise), the Company will not pay additional amounts
with respect to such tax or assessment.


(r)                 
Notices to Holders. Any notices required to be given to Holders shall be given to the Trustee. Notwithstanding any
other provision of the Indenture or any Note, where the Indenture or any Note provides for notice of any event or any other communication
(including any notice of redemption) to a Holder (whether by mail or otherwise), such notice shall be sufficiently given if given
to DTC (or its designee) pursuant to the applicable procedures from DTC or its designee, including by electronic mail in accordance
with accepted practices at DTC.


(s)                 
Additional Terms. Other terms applicable to the Notes are as otherwise provided for in the Base Indenture, as supplemented
by this Supplemental Indenture, including Article IV hereof.


Article
IV

SUBORDINATION OF SECURITIES


Section 4.01              
Agreement of Subordination. The Company covenants and agrees, and each Holder by purchasing, holding or accepting
a Note likewise covenants and agrees, that all Notes shall be issued subject to the provisions of this Article IV; and each Person
holding any Note, whether upon original issue or upon transfer, assignment or exchange thereof, accepts and agrees to be bound
by such provisions.






    	 	10	 



     


    

The payment of the
principal of, interest on, any Redemption Price for and any Additional Amounts with respect to the Notes shall, to the extent and
in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full of all Senior
Indebtedness, whether outstanding at the date of the Indenture or thereafter incurred, assumed or guaranteed, and that these subordination
provisions are for the benefit of the holders of Senior Indebtedness.


No provision of
this Article shall prevent the occurrence of any Default or Event of Default hereunder.


Section 4.02              
Subordination Provisions.


(a)       Except
as otherwise specified, the Company agrees, and each Holder of the Notes by accepting the Notes agrees, that the indebtedness evidenced
by the Notes is subordinated in right of payment, to the extent and in the manner provided in this Section 4.02, to the prior payment
in full of all Senior Indebtedness and that the subordination is for the benefit of the holders of Senior Indebtedness.


(b)       In
the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar
case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any
liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency
or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company
((a) through (c), an “Insolvency Event”):


(i)                  
holders of Senior Indebtedness shall be entitled to receive payment in full in cash of the principal thereof, and premium,
if any, additional amounts owing in respect thereof, if any, and interest thereon (including interest accruing after the commencement
of any such proceeding) to the date of payment on the Senior Indebtedness before Holders shall be entitled to receive any payment
of principal of or interest on Notes;


(ii)                
until the Senior Indebtedness is paid in full in cash, any indebtedness to which Holders of the Notes or the Trustee would
be entitled (except for the fees and expenses due and owing to Trustee) but for this Section 4.02 shall be made to holders of Senior
Indebtedness as their interests may appear for the application to the payment thereof, except that Holders of the Notes may receive
securities that are subordinated to Senior Indebtedness to at least the same extent as the Notes; and


(iii)               
the Trustee is entitled to conclusively rely upon an order or decree of a court of competent jurisdiction or a certificate
of a bankruptcy trustee or other similar official for the purpose of ascertaining the persons entitled to participate in such distribution,
the holders of Senior Indebtedness and other Company debt, the amount thereof or payable thereon and all other pertinent facts
relating to the Trustee’s obligations under this Section 4.02.


(c)       In
the event that, notwithstanding the foregoing provisions of this Section 4.02, the Trustee or the Holder of any of the Notes shall
have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities,
including by way of set-off or any such payment or distribution which may be payable or deliverable by reason of the payment of
any other indebtedness of the Company being subordinated to the payment of the Notes, before all Senior Indebtedness is paid in
full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been
made known to the Trustee or, as the case may be, such Holder of the Notes, in writing by the Company then and in such event such
payment or distribution shall be paid over or delivered forthwith to the Trustee in bankruptcy, receiver, liquidating trustee,
custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment
of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect
to any concurrent payment or distribution to or for the holders of Senior Indebtedness. Any taxes that have been withheld or deducted
from any payment or distribution in respect of the Notes, or any taxes that ought to have been withheld or deducted from any such
payment or distribution that have been remitted to the relevant taxing authority, shall not be considered to be an amount that
the Trustee or the Holder of any of the Notes receives for purposes of this Section.






    	 	11	 



     


    

(d)       (i)
The Company may not pay principal of, or premium, if any or interest on the Notes and may not acquire any Notes for cash or property,
other than capital stock, of the Company if:


(A)       a
default (x) in the payment of principal, premium, if any, or interest, on any Senior Indebtedness beyond any applicable grace period
with respect thereto occurs and is continuing or (y) arising from an Insolvency Event of the Company occurs and, in the case of
both (x) and (y), holders of the Senior Indebtedness have accelerated the maturity of such Senior Indebtedness due to such event
of default;


(B)       a
default on Senior Indebtedness other than those referenced in clause (A) above occurs and is continuing and the holders of such
Senior Indebtedness (or a representative on their behalf) accelerate the maturity of such Senior Indebtedness; provided, that a
holder, or a representative of the holders, of such Senior Indebtedness shall have provided written notice to the Company that
the holders of the Senior Indebtedness have accelerated the maturity of such Senior Indebtedness due to such event of default;
or


(C)       a
default under any Senior Indebtedness is the subject of judicial proceedings or the Trustee receives a notice of the default from
the Company.


(ii)       The
Company may resume payments on the Notes and may acquire them when all defaults referenced in clause (d)(i) above are cured or
waived or any acceleration shall have been rescinded or annulled.


(e)       In
the event that any Notes are declared due and payable before their stated Maturity Date, then and in such event the holders of
Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior
Indebtedness or provision shall be made for such payment in cash, before the Holders of the Notes are entitled to receive any payment
(including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated
to the payment of the Notes) by the Company on account of the principal of, or premium, if any or interest on the Notes or on account
of the purchase or other acquisition of Notes; provided, that any money deposited pursuant to Article 12 and Article 14 of the
Base Indenture not in violation of the Indenture shall not be subject to the claims of holders of Senior Indebtedness, unless,
in avoidance of doubt, it was deposited in connection with any declaration of acceleration under Article 6 of the Base Indenture.


In the event that,
notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Note prohibited by the foregoing
provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee
in writing or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith
to the Trustee with respect to such Senior Indebtedness.


(f)       If
payment or distribution on account of the Notes of any character or security, whether in cash, securities or other property, is
received by Holder, including any applicable Trustee, in contravention of any of the terms of this Section 4.02 and before all
Senior Indebtedness has been paid in full, such payment or distribution or security will be received in trust for the benefit of
holders of Senior Indebtedness or their representatives for application to the payment of all Senior Indebtedness remaining unpaid
to the extent necessary to pay all Senior Indebtedness in full.


(g)       The
Company shall promptly notify the Trustee, in writing, of any facts known to the Company that would cause a payment on the Notes
to violate this Section 4.02. The Company shall provide all relevant contact, wiring and other information as the Trustee may require
in order to pay over or deliver to the representative representing the Senior Indebtedness any funds or other payment or distribution
in accordance with this Section 4.02. The Trustee shall be entitled to conclusively rely on any such information provided by the
Company.






    	 	12	 



     


    

(h)       After
all Senior Indebtedness is paid in full and until the Notes are paid in full, Holders shall be subrogated to the rights of holders
of Senior Indebtedness to receive payments or distributions applicable to Senior Indebtedness to the extent that distributions
otherwise payable to such Holders have been applied to the payment of Senior Indebtedness. A payment or distribution made under
this Section 4.02 to holders of Senior Indebtedness which otherwise would have been made to Holders is not, as among the Company,
its creditors other than the holders of Senior Indebtedness and Holders, a payment or distribution by the Company on account of
the Senior Indebtedness.


(i)       This
Section 4.02 is intended solely to define the relative rights of Holders on the one hand and the holders of Senior Indebtedness
on the other hand. Nothing in the Indenture or in the Notes shall:


(i)                  
impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Notes, the
obligation of the Company, which is absolute and unconditional, to pay to the Holders of the Notes the principal of, premium, if
any and interest on the Notes as and when the same shall become due and payable in accordance with their terms;


(i)                  
affect the relative rights of Holders and creditors of the Company other than holders of Senior Indebtedness;


(ii)                
prevent the Trustee or any Holder from exercising its available remedies upon an Event of Default, subject to the rights
of holders of Senior Indebtedness to receive payments or distributions otherwise payable to Holders or the Trustee; or


(iii)               
If the Company fails because of this Section 4.02 to pay principal of, or premium, if any or interest on any of the Notes
on the due date, such failure shall constitute an Event of Default under the Indenture.


(j)       No
right of any holder of Senior Indebtedness to enforce the subordination of the indebtedness evidenced by the Notes shall be impaired
by any act or failure to act by the Company or by its failure to comply with the Indenture.


(k)       The
Trustee may continue to make payments on the Notes until it receives written notice of facts that would cause a payment of principal
of or interest on the Notes to violate this Section 4.02. Only the Company may give the written notice. The Trustee has no fiduciary
duty to the holders of Senior Indebtedness, or any other party. Notwithstanding anything herein to the contrary, the Company’s
obligation to pay, and the Company’s payment of, the amounts required by Section 7.06 of the Base Indenture are excluded
from the operation of this Section 4.02. For the sake of clarity, such payments are not subordinated to the Company’s Senior
Indebtedness.


(l)       Nothing
contained in this Section 4.02 or elsewhere in the Indenture or in any of the Notes shall prevent (a) the Company, at any time
except during the pendency of any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of
creditors or other marshalling of assets and liabilities of the Company referred to in Section 4.02(b) hereof or under the conditions
described in Section 4.02(c) or 4.02(d) hereof, from making payments at any time of or on account of the principal of, or premium,
if any or interest on the Notes or on account of the purchase or other acquisition of the Notes, or (b) the application by the
Trustee of any money deposited with it under the Indenture to the payment of or on account of the principal of, or premium, if
any or interest on the Notes or the retention of such payment by the Holders of the Notes, if, at the time of such application
by the Trustee, it did not have knowledge (in accordance with Section 4.02(f) hereof) that such payment would have been prohibited
by the provisions of this Section 4.02.






    	 	13	 



     


    

(m)       Each
Holder of a Note by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary
or appropriate to effectuate the subordination provided in this Section 4.06 and appoints the Trustee his attorney-in-fact for
any and all such purposes.


(n)       Upon
any payment or distribution of assets of the Company referred to in this Section 4.06, the Trustee and the Holders of the Notes
shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such insolvency,
bankruptcy, receivership, liquidation, reorganization, dissolution, winding up or similar case or proceeding is pending, or a certificate
of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person
making such payment or distribution, delivered to the Trustee or to the Holders of the Notes, for the purpose of ascertaining the
Persons entitled to participate in such payment or distribution, the holders of Senior Indebtedness and other indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Section 4.06.


Section 4.03              
Trustee’s Relation to Senior Indebtedness. The Trustee in its individual capacity shall be entitled to all
the rights set forth in this Article in respect of any Senior Indebtedness at any time held by it, to the same extent as any other
holder of Senior Indebtedness, and nothing in Article 7 of the Base Indenture or elsewhere in the Indenture shall deprive the Trustee
of any of its rights as such holder. Nothing in this Article shall apply to the Company’s obligations to the Trustee under
Article 7 of the Base Indenture.


With respect to
the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article, and no implied covenants or obligations with respect to the holders of Senior Indebtedness
shall be read into the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders
of Senior Indebtedness and, subject to the provisions of Article 7 of the Base Indenture, the Trustee shall not be liable to any
holder of Senior Indebtedness if it shall pay over or deliver to Holders, the Company or any other Person money or assets to which
any holder of Senior Indebtedness shall be entitled by virtue of this Article or otherwise.


Section 4.04              
Senior Indebtedness Entitled to Rely. Each Holder by accepting a Note acknowledges and agrees that the foregoing
subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness,
whether such Senior Indebtedness was created or acquired before or after the issuance of any Note, to acquire and continue to hold,
or to continue to hold, such Senior Indebtedness. The holders of Senior Indebtedness (including Designated Senior Indebtedness)
shall have the right to rely upon this Article, and no amendment or modification of the provisions contained herein shall diminish
the rights of such holders unless such holders shall have agreed in writing thereto.


Section 4.05              
No Impairment of Subordination. The holders of Senior Indebtedness may extend, renew, increase, modify, amend or
restate the terms of the Senior Indebtedness or any security therefor and release, sell or exchange such Senior Indebtedness or
security and otherwise deal freely with the Company, all without affecting the liabilities and obligations of the parties to this
Indenture or the holders of the Notes.






    	 	14	 



     


    

Article
V

MISCELLANEOUS


Section 5.01              
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.


Section 5.02              
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 5.03              
Ratification. The Base Indenture, as supplemented and amended by this Supplemental Indenture, is in all respects
ratified and confirmed. The Trustee accepts the trusts created by the Base Indenture, as supplemented by this Supplemental Indenture,
and agrees to perform the same upon the terms and conditions of the Base Indenture, as supplemented by this Supplemental Indenture.


Section 5.04              
Opinion of Counsel and Officer’s Certificate. In connection with the execution of this Supplemental indenture,
the Trustee shall be entitled to receive 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 an Opinion of Counsel that this Supplemental Indenture is authorized and permitted, and that such 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 5.05              
Effectiveness. The provisions of this Supplemental Indenture shall become effective as of the date hereof.


Section 5.06              
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]


 






    	 	15	 



     


    

[Signature Page to First 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/ David J. Demas
	 	Name:	David J. Demas
	 	Title:	Chief Financial 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. 1	CUSIP: 89678F AA8
	$60,000,000	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 SIXTY MILLION DOLLARS ($60,000,000) 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%.






    	 	1	 



     


    

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.]


 






    	 	2	 



     


    

[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:	 



 






    	 	3	 



     


    

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.  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 First Supplemental Indenture dated as of May 11, 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.


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 May 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.






    	 	1	 



     


    

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.


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.






    	 	2	 



     


    

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).






    	 	3	 



     


    

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.