Exhibit 4.3


 





INCORPORATED UNDER THE LAWS OF MARYLAND


 


	No. 1	Pathfinder Bancorp, Inc.	
        Thirteen Thousand

        (13,000)

        Shares



 


FULLY
PAID AND NON-ASSESSABLE


PAR VALUE $0.01 PER SHARE


LIQUIDATION PREFERENCE $1,000.00 PER SHARE





 


THE SHARES REPRESENTED BY THIS


CERTIFICATE ARE SUBJECT TO


RESTRICTIONS, SEE REVERSE SIDE


 


THIS CERTIFIES that the Secretary of the Treasury
is the owner of


 


THIRTEEN THOUSAND (13,000) FULLY PAID AND NON-ASSESSABLE
SHARES OF SENIOR NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES A


of


Pathfinder Bancorp, Inc.


a Maryland corporation


 


The shares
evidenced by this certificate are transferable only on the books of Pathfinder Bancorp, Inc. by the holder hereof, in person or
by attorney, upon surrender of this certificate properly endorsed. The capital stock evidenced hereby is not an account of an insurable
type and is not insured by the Federal Deposit Insurance Corporation or any other Federal or state governmental agency.


 


IN WITNESS
WHEREOF, Pathfinder Bancorp, Inc. has caused this certificate to be executed by its duly authorized officers and has caused its
seal to be hereunto affixed this ___ day of October, 2014.


 


	By	 	 	[SEAL]	By	 
	 	EDWARD A. MERVINE	 	 	 	THOMAS W. SCHNEIDER
	 	CORPORATE SECRETARY	 	 	 	PRESIDENT AND 
	 	 	 	 	 	CHIEF EXECUTIVE OFFICER


 


SBLF0626


 







    	 



    	 



    

 


THE SECURITIES REPRESENTED BY THIS INSTRUMENT
ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION
OR ANY OTHER GOVERNMENTAL AGENCY.


 


THE SECURITIES REPRESENTED BY THIS INSTRUMENT
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS
OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS
IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH
LAWS. EACH PURCHASER OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT IS NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION
FROM SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER (THE “144A EXEMPTION”). IF ANY TRANSFEREE OF
THE SECURITIES REPRESENTED BY THIS INSTRUMENT IS ADVISED BY THE TRANSFEROR THAT SUCH TRANSFEROR IS RELYING ON THE 144A EXEMPTION,
SUCH TRANSFEREE BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT), (2) AGREES THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY
THIS INSTRUMENT EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT WHICH IS THEN EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG
AS THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES
IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, (C) TO THE ISSUER OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.


 


THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS
ON TRANSFER AND OTHER PROVISIONS OF A SECURITIES PURCHASE AGREEMENT BETWEEN THE ISSUER OF THESE SECURITIES AND TREASURY, A COPY
OF WHICH IS ON FILE WITH THE ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT
IN COMPLIANCE WITH SAID AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT WILL BE VOID.


 


The following abbreviations
when used in the inscription on the face of this certificate shall be construed as though they were written out in full according
to applicable laws or regulations.


 


	TEN COM	- as tenants in common	UNIF GIFT MIN ACT	-		Custodian	 
	 	 	 	(Cust)	 	(Minor)
	TEN ENT	- as tenants by the entireties	 	 
	 	 	 	Under Uniform Gifts to Minors Act
	JT TEN	- as joint tenants with right	 	 
	 	  of survivorship and not as	 	 
	 	  tenants in common	 	(State)


 


Additional abbreviations may also be used though
not in the above list


 


For value received, ______________________________
hereby sell, assign and transfer unto


 


PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER
IDENTIFYING NUMBER


 


	 

                                               
	 



 


 


 






 (please print or typewrite name and address including
postal zip code of assignee)


 





 






 


_____________________________________________________________________________________
Shares of the Preferred Stock represented by the within Certificate, and do hereby irrevocably constitute
and appoint ________________________________________________________________________ Attorney to transfer the said shares on the books of the within named corporation with full
power of substitution in the premises.


 


	Dated,	 	 	 	 
	 	 	 	 
	In the presence of	 	Signature:	 
	 	 	 	 
	 	 	 	 


 


NOTE: THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME OF THE STOCKHOLDER(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT, OR ANY CHANGE WHATSOEVER.