ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT (INCLUDING, IF AVAILABLE, THE EXEMPTION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT).
THIS NOTE IS ONE OF THE "NOTES" REFERRED TO IN THAT CERTAIN SUBORDINATED NOTE
PURCHASE AGREEMENT, DATED AS OF JUNE 1, 2020 (THE "PURCHASE AGREEMENT"), BY AND
AMONG THE ISSUER, THE INITIAL HOLDER (REFERRED TO THEREIN AS THE "PURCHASER")
AND THE OTHER PURCHASERS (AS DEFINED THEREIN) OF THE NOTES, AND THIS NOTE IS
ENTITLED TO THE BENEFITS THEREOF. CAPITALIZED TERMS USED BUT NOT OTHERWISE
DEFINED HEREIN SHALL HAVE THE MEANINGS ASCRIBED TO SUCH TERMS IN THE PURCHASE
AGREEMENT. A COPY OF THE PURCHASE AGREEMENT IS ON FILE WITH THE ISSUER.
CERTAIN ERISA CONSIDERATIONS:
EACH PURCHASER AND HOLDER OF THIS NOTE, OR ANY INTEREST HEREIN, BY ITS
ACCEPTANCE HEREOF OR THEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT EITHER
(i) IT IS NOT AN EMPLOYEE BENEFIT PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER
PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), AN ENTITY WHOSE UNDERLYING ASSETS
INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT IN THE ENTITY OR A PLAN
SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT
ARE SIMILAR TO ERISA OR SECTION 4975 OF THE CODE ("SIMILAR LAWS") (EACH A
"PLAN"), OR (ii) THAT SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE
RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS
EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR
ITS PURCHASE, HOLDING AND DISPOSITION OF THIS NOTE, OR ANY INTEREST HEREIN, ARE
NOT PROHIBITED BY SECTION 406 OF ERISA, SECTION 4975 OF THE CODE OR ANY SIMILAR
LAWS. ANY FIDUCIARY OF ANY PLAN OR ANY OTHER PERSON ACTING ON BEHALF OF A PLAN
WHO IS CONSIDERING THE ACQUISITION OF THIS NOTE OR ANY INTEREST HEREIN SHOULD
CONSULT WITH ITS, HIS OR HER LEGAL COUNSEL PRIOR TO ACQUIRING THIS NOTE OR ANY
INTEREST HEREIN. NOTHING HEREIN SHALL BE CONSTRUED AS, AND THE SALE OF THIS NOTE
TO A PLAN IS IN NO RESPECT, A REPRESENTATION BY THE ISSUER THAT ANY INVESTMENT
IN THIS NOTE WOULD MEET ANY OR ALL OF THE RELEVANT LEGAL REQUIREMENTS WITH
RESPECT TO INVESTMENT BY, OR IS APPROPRIATE FOR, PLANS GENERALLY OR ANY
PARTICULAR PLAN.
A-2
No. []
Principal Amount: $[]
PEOPLES FINANCIAL SERVICES CORP.
5.375% Fixed to Floating Rate Subordinated Note due 2030
1.
Payment.
(a)
Peoples Financial Services Corp., a Pennsylvania corporation (the
"Issuer"), for value received, hereby promises to pay to [] or its registered
assigns (the "Holder") the principal sum of [] Dollars (U.S.) ($[]) plus
accrued but unpaid interest on June 1, 2030 (the "Maturity Date") and to pay
interest on such principal amount at the initial rate of 5.375% per annum
(computed on the basis of a 360- day year of twelve 30-day months) from and
including the original issue