TriState Capital Holdings, Inc. (Form: S-1, Received: 04/02/2013 16:27:09)

Derivative Not Designated as Hedging Instruments

Location of Gain or (Loss)
recognized in Income on
Derivative

Amount of Gain or (Loss)
Recognized in Income
on Derivative 2012

Interest rate products

Non-interest income / (expense)

As Filed with the Securities and Exchange Commission on April 2, 2013

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

TRISTATE CAPITAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania

6022

20-4929029

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial Classification Code Number)

(I.R.S. Employer

Identification Number)

One Oxford Centre

301 Grant Street, Suite 2700

Pittsburgh, Pennsylvania 15219

(412) 304-0304

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

James F. Getz

Chairman, President and Chief Executive Officer

TriState Capital Holdings, Inc.

One Oxford Centre

301 Grant Street, Suite 2700

Pittsburgh, Pennsylvania 15219

(412) 304-0304

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Chet A. Fenimore, Esq.

Fenimore, Kay, Harrison & Ford, LLP

111 Congress Avenue, Suite 820

Austin, Texas 78701

(512) 583-5900

Michael P. Reed, Esq.

Frank M. Conner III, Esq.

DLA Piper LLP (US)

500 Eighth Street, NW

Washington, D.C. 20004

(202) 799-4000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

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


Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price ⁽¹⁾⁽²⁾	Amount of Registration Fee
Common stock, no par value per share	$70,000,000	$9,548

(1)	Includes shares of common stock that the underwriters have the option to purchase pursuant to their over-allotment option.

(2)	Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933. This amount represents the proposed maximum aggregate offering price of the securities registered hereunder to be sold by the Registrant and the selling shareholder.

The Registrant hereby amends this Registration Statement on such date as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. Neither we nor the selling shareholder may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED , 2013

PROSPECTUS

Shares

LOGO

COMMON STOCK

This prospectus relates to the initial public offering of TriState Capital Holdings, Inc.’s common stock. We are offering shares of our common stock. The selling shareholder identified in this prospectus is offering shares of our common stock. We will not receive any proceeds from sales by the selling shareholder.

Prior to this offering, there has been no established public market for our common stock. We currently estimate that the public offering price per share of our common stock will be between $ and $ per share. We intend to apply to list our common stock on the NASDAQ Global Select Market under the symbol “TSC.”

See “ Risk Factors, ” beginning on page 14, for a discussion of certain risks that you should consider before making an investment decision to purchase our common stock.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

We are an “emerging growth company” under the federal securities laws and will be subject to reduced public company reporting requirements.

The shares of our common stock that you purchase in this offering will not be savings accounts, deposits or other obligations of any of our bank or non-bank subsidiaries and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.


	Per Share		Total
Initial public offering price		$		$
Underwriting discount	$		$
Proceeds to us, before expenses	$		$
Proceeds to selling shareholder, before expenses	$		$

We have granted the underwriters an option to purchase up to an additional shares of our common stock at the initial public offering price less the underwriting discount, within 30 days from the date of this prospectus, to cover over allotments, if any.

The underwriters expect to deliver the shares of our common stock against payment on our about , 2013, subject to customary closing conditions.

Joint Book-Running Managers

Stephens Inc.

Keefe, Bruyette & Woods

A Stifel Company

Baird

Co-Manager


		Macquarie Capital

Prospectus dated , 2013

Successful Track Record of Growth

Total Assets

($ in Millions)

LOGO

Total Revenue *

($ in Millions)

LOGO

Pre-Tax, Pre-Provision Net Revenue *

($ in Millions)

LOGO

*	Total revenue and pre-tax, pre-provision net revenue are non-GAAP financial measures. See “Selected Historical Consolidated Financial Data—Non-GAAP Financial Measures” for a reconciliation of these measures to their most directly comparable GAAP measures.

TABLE OF CONTENTS


	Page
Prospectus Summary		1
Selected Historical Consolidated Financial Data		10
Risk Factors		14
Industry and Market Data		33
Implications of Being an Emerging Growth Company		33
Cautionary Note Regarding Forward-Looking Statements		33
Use of Proceeds		35
Dividend Policy		35
Capitalization		36
Dilution		38
Management’s Discussion and Analysis of Financial Condition and Results of Operations		40
Business		83
Management		102
Executive Compensation		110
Principal and Selling Shareholders		115
Certain Relationships and Related Party Transactions		117
Description of Capital Stock		119
Shares Eligible for Future Sale		128
Supervision and Regulation		129
Certain Material U.S. Federal Income Tax Consequences for Non-U.S. Holders of Common Stock		140
Underwriting		143
Legal Matters		148
Experts		148
Where You Can Find More Information		148
Index to Financial Statements		F-1

ABOUT THIS PROSPECTUS

We, the selling shareholder and the underwriters have not authorized anyone to provide any information other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We, the selling shareholder and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We, the selling shareholder and the underwriters are not making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.

No action is being taken in any jurisdiction outside the United States to permit a public offering of our securities or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about, and to observe, any restrictions as to this offering and the distribution of this prospectus applicable to those jurisdictions.

PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus and may not contain all of the information that you should consider before investing in our common stock. You should carefully read the entire prospectus, including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” together with our consolidated financial statements and the related notes, before making an investment decision. Unless the context indicates otherwise, references in this prospectus to “we,” “our,” “us,” the “Company” and “TriState Capital” refer to TriState Capital Holdings, Inc., a Pennsylvania corporation and its consolidated subsidiary. References in this prospectus to “TriState Capital Bank” and the “Bank” refer to TriState Capital Bank, a Pennsylvania state banking corporation and our wholly owned consolidated subsidiary.

Overview

TriState Capital Holdings, Inc. is a bank holding company headquartered in Pittsburgh, Pennsylvania. Through our wholly owned bank subsidiary, TriState Capital Bank, we serve middle market businesses in our primary markets throughout the states of Pennsylvania, Ohio, New Jersey and New York. We also serve high net worth individuals on a national basis through our private banking channel. We market and distribute all of our products and services through a scalable branchless banking model, which creates significant operating leverage throughout our business as we continue to grow.

Our success has been built upon the vision and focus of our executive management team to establish the premier regional business bank for middle market companies by combining the sophisticated banking products of a large financial institution with the personalized service of a community bank. Our management team and board of directors have extensive commercial banking and wealth management experience as well as valuable business relationships in the markets we serve. Our branchless banking model involves centralized deposit operations, underwriting, portfolio management, credit administration, compliance, and risk management, among other administrative functions at our headquarters, while our representative offices are used to market our loan and deposit products and services. We believe significant growth and enhanced profitability will be achieved as we further leverage the relationships of our sales force and our scalable infrastructure.

We are one of the fastest growing banks formed in 2007 and have maintained strong asset quality. We achieved our loan and deposit growth without mergers or acquisitions. Our significant organic loan growth is the result of our sales and distribution culture, niche lending focus and our disciplined approach to risk management. As of December 31, 2012, our diversified loan portfolio was composed of approximately 53.2% commercial and industrial loans, approximately 28.8% commercial real estate loans and approximately 18.0% private banking-personal loans.

We have demonstrated our ability to grow our customer deposit base rapidly by adapting our product and service offerings and marketing activities, rather than incurring the investment in branch offices and higher fixed operating costs inherent in traditional branch-based banking models. We also believe our deposit channels provide us with stable and diversified funding, as well as low all-in funding costs and greater scalability than traditional branch networks.

Our Growth and Performance

As of December 31, 2012, on a consolidated basis, we had total assets of $2.1 billion, total loans of $1.6 billion, total deposits of $1.8 billion and shareholders’ equity of $217.7 million. According to SNL Financial, of the 167 banks established in 2007, as of December 31, 2012 TriState Capital Bank was the largest in terms of total assets based solely on organic growth. Our total loans grew 16.7% for the year ended December 31, 2012. In growing our organization, we have continually maintained our emphasis on risk management and asset quality. Our ratio of nonperforming assets to total assets was 1.10% as of December 31, 2012, and our ratio of net loan charge-offs to average loans was 0.43% for the year ended December 31, 2012. We achieved this growth, strong asset quality ratios and profitability during a time that included a severe national recession and slow economic growth.

Our performance and profitability have paralleled our growth while we maintained strong capital levels. We became profitable on a quarterly basis in the fourth quarter of 2009, and we have remained profitable on a quarterly

basis since then. For the year ended December 31, 2012, our total revenue and pre-tax, pre-provision net revenue grew by 25.0% and 53.9%, respectively, from 2011 and our net income available to common shareholders and diluted earnings per share grew by 60.5% and 42.4%, respectively, from 2011.

As we have realized economies of scale and improved our deposit funding costs and net interest margin, our return on average equity and efficiency ratio improved to 5.24% and 60.64%, respectively, for the year ended December 31, 2012, as compared to 3.97% and 68.03%, respectively, for the comparable prior year period. We have also positioned our balance sheet and managed our interest rate risk position such that our net interest income should benefit during a rising interest rate environment. The table below sets forth certain of our selected financial data, asset quality data and key ratios.


	As of or for the Year Ended December 31,									2012 Change from 2011
	2012			2011			2010			Amount		Percent
	(Dollars in thousands, except per share data)
Summary financial data: ⁽¹⁾
Total assets	$	2,073,129		$	1,833,450		$	1,659,752		$	239,679		13.1	%
Total loans ⁽²⁾		1,641,628			1,406,995			1,283,745			234,633		16.7	%
Total deposits		1,823,379			1,637,126			1,470,600			186,253		11.4	%
Total revenue ⁽³⁾		62,445			49,966			46,497			12,479		25.0	%
Pre-tax, pre-provision net revenue ⁽³⁾		24,580			15,972			12,905			8,608		53.9	%
Net income (loss) available (attributable) to common shareholders ⁽⁴⁾		9,147			5,700			13,410			3,447		60.5	%
Diluted earnings (loss) per share ⁽⁴⁾	$	0.47		$	0.33		$	0.83		$	0.14		42.4	%
Summary asset quality data: ⁽¹⁾
Net charge-offs to average loans		0.43	%		0.46	%		0.31	%
Nonperforming assets to total assets ⁽⁶⁾		1.10	%		0.90	%		0.92	%
Key ratios: ⁽¹⁾
Net interest margin ⁽⁵⁾		2.94	%		2.67	%		2.61	%
Efficiency ratio ⁽³⁾		60.64	%		68.03	%		72.25	%
Return on average equity ⁽⁴⁾		5.24	%		3.97	%		9.68	%
Tier 1 leverage capital ratio		10.35	%		10.18	%		9.85	%
Tier 1 risk-based capital ratio		10.95	%		10.63	%		11.48	%
Total risk-based capital ratio		11.88	%		11.60	%		12.59	%

(1)

We have derived the summary financial data from our audited consolidated statements of financial condition as of December 31, 2012 and 2011 included elsewhere in this prospectus, our audited consolidated statements of financial condition as of December 31, 2010 not included in this prospectus, and our audited consolidated statements of income for the years ended December 31, 2012, 2011 and 2010 included elsewhere in this prospectus. The summary asset quality data and key ratios are unaudited and are derived from the financial statements as of and for the years presented. Average balances have been computed using daily averages. Our historical results may not be indicative of our results for any future period.

(2)	Total loans are net of unearned discounts and deferred fees and costs.

(3)

These measures are not measures recognized under accounting principles generally accepted in the United States, or GAAP, and are therefore considered to be non-GAAP financial measures. See “Selected Historical Consolidated Financial Data—Non-GAAP Financial Measures” for a reconciliation of these measures to their most directly comparable GAAP measures.

(4)

Our 2010 results included the reversal of a deferred tax net operating loss carryforward valuation allowance that improved net income available to common shareholders by $11.2 million and diluted earnings per share by $0.70. Return on average assets was improved by 0.67% and return on average equity was improved by 7.14%.

(5)	Net interest margin is calculated on a fully taxable equivalent basis.

(6)	Nonperforming assets consist of nonperforming loans and real estate and other property that we have repossessed.

Our Executive Management Team and Board of Directors

We have a seasoned and experienced executive management team and board of directors. Each member of our executive management team has over 30 years of financial services experience, including extensive experience in the commercial banking, wealth management, securities and public accounting industries. James F. Getz, our Chairman of the Board, Chief Executive Officer, President and founder, is the former president of Federated Securities Corporation, the sales division of Federated Investors, Inc., where he served for approximately 20 years. Mr. Getz also had 10 years of banking experience in Philadelphia prior to joining Federated. Working closely with Mr. Getz are A. William Schenck III, our Vice Chairman and cofounder, and Mark L. Sullivan, our Vice Chairman, Chief Financial Officer and cofounder. Mr. Schenck is the former executive vice president—consumer and small business banking of PNC Financial Services as

well as the former Secretary of Banking of the Commonwealth of Pennsylvania. He has more than 30 years of experience in the banking and mortgage industries. Mr. Sullivan previously served clients at Price Waterhouse & Co. (now PricewaterhouseCoopers LLP) and Ernst & Young LLP for more than 30 years.

We also benefit from the experience and independence of our board of directors. Six of our current board members serve or have served on boards of public companies. Nine of our twelve directors qualify as “independent directors” under the listing rules of the NASDAQ Global Select Stock Market, or Nasdaq. In addition, nine of our directors have significant experience building the types of middle market businesses that we serve.

Our directors and executive officers also have a meaningful ownership interest in our organization. Executive management and our board of directors beneficially owned approximately 33.9% of our voting stock as of February 28, 2013. Of this amount, Mr. Getz, our Chairman, Chief Executive Officer and President, beneficially owned approximately 5.4% of our voting stock. Mr. Getz’s investment in our common stock is made up almost entirely of shares that he purchased at $10.00 per share during our 2007 private placement, which was the same price paid by outside investors in that offering. We believe this type of significant insider ownership aligns the interests of our executive management and our board of directors with those of our shareholders.

Our Business Strategy

The genesis of our formation was a belief by our founder and cofounders that the banking needs of middle market businesses in our primary markets and many high net worth individuals were not adequately served by the banking industry. Our founder and cofounders believed that a sales oriented, conservatively managed and scalable de novo bank, with highly experienced bankers and without the cost structure of a traditional branch network, could grow and generate attractive returns for shareholders. With this plan, our founder and cofounders were successful in raising gross proceeds of approximately $104.1 million through the sale of our common stock to charter the Bank and fund our initial growth. Since then, we have raised gross proceeds of approximately $122.3 million though the sale of additional common and convertible preferred stock through private offerings in 2008, 2010 and 2012 to continue to execute our growth strategy. We also raised gross proceeds of approximately $23.0 million through our voluntary participation in the Capital Purchase Program of the U.S. Department of the Treasury, or the Department of the Treasury, that was redeemed in September 2012.

Our founder’s and cofounders’ vision and our business strategies have guided our efforts since we began operations in 2007 and contributed to our success. The following are the key components of our business strategies:

Our Sales and Distribution Culture. We focus on efficient and profitable sales and distribution of middle market business and private banking products and services, while maintaining a low-risk and diversified balance sheet. Each of our 35 middle market and private banking relationship managers concentrates on marketing our specific product and service offerings within his or her target markets. Our relationship managers have significant experience in the banking and financial services industries and are focused on customer service. We monitor gross profit contribution, loan and deposit growth and asset quality by market and by relationship manager. Our compensation program is designed to incentivize our market presidents and relationship managers to prudently grow their loans, deposits and profitability, while maintaining strong asset quality.

Disciplined Risk Management. We place a strong emphasis on effective risk management as an integral component of our organizational culture. We use our risk management infrastructure to monitor existing operations, support decision-making and improve the success rate of new initiatives. To maintain strong asset quality, we employ centralized and thorough loan underwriting, a diversified loan portfolio, highly experienced credit analysts and portfolio managers and a conservative investment securities portfolio. Our relationship managers have no individual signing authority and, except for a narrowly defined category of loans secured solely by cash or marketable securities, each new loan request must be approved by our senior loan committee. In addition, we have focused on growing loans originated through our private banking channel. We believe these loans have lower credit risk because they are typically personally guaranteed by high net worth borrowers and/or are secured by readily liquid collateral, such as marketable securities.

Lending Strategy. We generate loans through our middle market banking and private banking channels. These channels provide risk diversification and offer significant growth opportunities.

•

Middle Market Banking Channel. As of January 15, 2013, there were more than 125,000 middle market businesses (defined as businesses with revenues between $5.0 million and $300.0 million) located within our primary markets. To capitalize on this opportunity, each of our representative offices is led by a market president who has over 25 years of banking experience, including significant experience in his or her relevant geographic market. Our market presidents understand the specialized lending needs of the middle market businesses in their area. They are supported by highly experienced relationship managers with a reputation for success in targeting middle market business customers and maintaining strong credit quality within their loan portfolios.

•

Private Banking Channel. We also provide loan products and services nationally to high net worth individuals which we source through referral relationships with independent broker-dealers, wealth managers, family offices, trust companies and other financial intermediaries, and to executives and other high net worth individuals. Our private banking products include loans secured by marketable securities and other asset-based loans. Our relationship managers have cultivated referral arrangements with more than 50 financial intermediaries. Under these arrangements, the financial intermediaries are able to refer their clients to us for responsive and sophisticated banking services. We believe many of our referral relationships also create cross-selling opportunities with respect to our deposit products.

As shown in the table below, we have achieved loan growth through each of our banking channels. Our middle market banking channel generated $84.9 million of loan growth, or 7.5%, for the year ended December 31, 2012. Within our middle market channel, our commercial and industrial loans grew by $110.3 million, or 17.1%, while our commercial real estate loans declined by $25.4 million, or 5.3%, for the year ended December 31, 2012.

As of December 31, 2012, loans sourced through our private banking channel represented 26.4% of our total loans, including personal and commercial, and such loans grew by $150.2 million, or 52.6%, for the year ended December 31, 2012. In addition, as of December 31, 2012, $223.9 million of our private banking channel loans were secured by marketable securities, which represented an increase of $115.3 million, or 106.2%, for the year ended December 31, 2012. We expect continued strong loan and deposit growth in this channel, in part, because we added 11 new loan referral relationships during the year ended December 31, 2012, and 16 during 2011. As we broaden our existing referral relationships and add new referral relationships, we expect continued growth in our marketable securities loans.


	As of December 31,						2012 Change from 2011
	2012		2011		2010		Amount		Percent
	(Dollars in thousands)
Middle market banking offices:
Western Pennsylvania	$	367,752	$	342,135	$	318,637	$	25,617		7.5	%
Eastern Pennsylvania		404,637		371,163		318,505		33,474		9.0	%
Ohio		264,320		248,564		247,672		15,756		6.3	%
New Jersey		171,057		165,004		165,059		6,053		3.7	%
New York ⁽¹⁾		4,000		N/A		N/A		4,000		N/A

Total middle market banking channel loans		1,211,766		1,126,866		1,049,873		84,900		7.5	%
Total private banking channel loans		435,580		285,352		240,073		150,228		52.6	%

Total loans, before deferred loan fees	$	1,647,346	$	1,412,218	$	1,289,946	$	235,128		16.6	%

(1)	Our New York representative office opened for business in August 2012.

Deposit Funding Strategy . Since inception, we have focused on creating and growing diversified, stable, and low all-in cost deposit channels, both in our primary markets and across the United States, without operating a traditional branch network. As of December 31, 2012, we consider more than 90.0% of our total deposits to be sourced from direct customer relationships. We believe our sources of deposits continue to provide excellent opportunities for growth. Our sources of deposits include:

•

deposits of high net worth individuals and business customers from our private banking channel, including family offices, trust companies and wealth management firms;

•

deposits of businesses and municipalities located within our primary markets; and

•

deposit accounts from financial institutions.

We take a multi-layered approach to our deposit growth strategy. We believe our relationship managers are an integral part of this approach and, accordingly, we have enhanced the incentives for our relationship managers to increase the deposits associated with their relationships. We have four relationship managers who are specifically dedicated to deposit generation and treasury management, and we plan to add additional such professionals as appropriate to support our growth. Additionally, we believe that our financial performance and products and services that are targeted to our markets enhance our deposit growth.

Wealth Management Strategy . We are exploring opportunities to invest in or acquire a wealth management business. We believe that such an acquisition would better position us to leverage our management expertise and relationships, obtain access to new customers, further expand our potential sources of deposits and enhance our non-interest income. Our Chairman, Chief Executive Officer and President, along with several members of our board of directors, including James J. Dolan, James E. Minnick and Richard B. Seidel, have significant experience in investing in and operating wealth management companies. James F. Getz, our Chairman of the Board, Chief Executive Officer and President, is the former president of Federated Securities Corporation, the sales division of Federated Investors, Inc. Mr. Dolan was a senior officer of Federated Investors for 19 years, where he was responsible for customer service, technology, marketing, custody, securities processing and transfer agency services. He also was the founder and chief executive officer of Access Data Corp., a technology based mutual fund compliance outsourcing business, and he has served for 20 years on the board of directors of a large asset management company. Mr. Minnick has served as president of Lovell Minnick Partners LLC since 1999. Lovell Minnick Partners is an independent private equity firm that focuses on investing in financial services companies, including wealth management firms, and is our largest shareholder. Prior to his position with Lovell Minnick, Mr. Minnick was the president and chief executive officer of Morgan Grenfell Capital Management. Mr. Seidel has extensive experience in financial services and trust administration. Since 1997, Mr. Seidel has served as the chairman of Girard Partners, Ltd., a registered investment advisory firm that specializes in providing wealth management solutions. He also serves as the chairman of Girard Capital, LLC, a registered broker-dealer, and serves on the board of directors of Wilmington Funds (formerly the MTB Group of Funds), an affiliate of M&T Bank. In addition, he cofounded The Fairfield Group in 1983 and, as president, led it to become a large fund management company. Previously, he spent 17 years at Girard Bank (now Bank of New York Mellon). In 1979, he established a holding company subsidiary named GTC Management and, as president, developed one of the first bank proprietary mutual funds in the country.

Our Competitive Strengths

We believe our success is primarily attributable to the following competitive strengths:

Experienced Personnel. In addition to our experienced executive management team and board of directors, we employ highly experienced personnel across our entire organization. Our low overhead costs give us the financial capability to attract and incentivize qualified professionals who desire to work in an entrepreneurial and results-oriented organization. Our middle market banking presidents each have at least 25 years of banking experience and our middle market relationship managers have an average of more than 20 years of banking experience. We believe our bankers have the relationships and customer service focus that, in our business model, will continue to allow them to prudently grow the loan and deposit portfolios they manage.

Efficient and Scalable Operating Model . We believe our branchless banking model gives us a competitive advantage by eliminating the overhead and intense management requirements of a traditional branch network. Moreover, we believe that we have a scalable platform and organizational infrastructure that position us to grow our revenue more rapidly than our operating expenses. Key attributes of our branchless banking model include: (1) existing relationship manager and staffing levels at our headquarters and representative offices which we believe are adequate to support significant growth; (2) a highly scalable private banking channel through our loan referral relationships; (3) centralized deposit operations, underwriting, portfolio management, credit administration, accounting, finance, risk management, compliance, legal and human resources at our headquarters; (4) qualified external data processing and technology providers; and (5) our ability to replicate our model in new markets with low entry costs, as evidenced by our expansion into New York in August 2012. Relationship managers in our representative offices solicit loan and deposit products and services in their markets and act as liaisons to our headquarters. Consistent with our centralized operations and regulatory requirements, however, we do not disburse or transmit funds, accept loan repayments or contract for deposits or deposit-type liabilities through our representative offices.

We believe the following financial metrics demonstrate the scalability of our business model:

•

Improvement in our efficiency ratio to 60.64% for the year ended December 31, 2012, compared with 68.03% for 2011 and 72.25% for 2010. We expect our efficiency to continue to improve as we grow;

•

For the year ended December 31, 2012, our ratio of noninterest expense to average assets was 1.94%, compared to an average of 3.31% for commercial banks with $1.0 billion to $3.0 billion in assets, according to SNL Financial; and

•

As of December 31, 2012, we had 119 employees compared to an average of 363 employees for commercial banks with $1.0 billion to $3.0 billion in assets, according to SNL Financial. During the year ended December 31, 2012, we added 16 net new employees, including five relationship managers, largely to position ourselves for continued growth. We currently expect to add only seven new employees in 2013, including four new relationship managers.

Middle Market Lending Specialty. We believe we have significant opportunities for continued loan growth due to our expertise in middle market commercial lending. Our market presidents and relationship managers have significant experience in our primary markets, as well as with middle market loan products and businesses. Our middle market bankers gained their expertise through training and experience with various larger banks within our markets and have brought with them a wealth of lending knowledge. We believe this is evidenced by our track record of middle market commercial loan growth and our history of strong asset quality.

Niche Lending Focus. The fastest growing component of our loan portfolio is the loans secured by marketable securities sourced through our private banking channel. These loans are primarily made to individuals, closely held businesses, partnerships or trusts. Our executive and senior management teams and our board of directors have extensive experience in the wealth management and securities industries. This expertise helps us to better understand and anticipate the banking needs of this market, to develop relationships more quickly and to more effectively manage the risk in this segment of our loan portfolio. We have developed a proprietary system for monitoring the account balances and collateral values of marketable securities that secure our private banking channel loans. We believe this system helps us to more effectively mitigate the credit risk associated with these loans. Since inception, we have had no charge-offs related to our loans secured by marketable securities.

Strong Asset Quality. We maintain a firm commitment to preserving the asset quality of our balance sheet, and specifically our loan portfolio. We believe our strong asset quality is largely due to our market presidents’ and our relationship and portfolio managers’ ability to originate, analyze and underwrite new lending opportunities. Our relationship managers have no individual signing authority, and, except for a narrowly defined category of loans secured by cash or marketable securities, each new loan request must be approved by our senior loan committee. Once a new credit is added to the loan portfolio, management monitors the portfolio, utilizing our experienced portfolio managers, for any covenant exceptions or material changes in credit quality indicators on a regular basis. Risk ratings are reviewed on an ongoing basis by both management and an independent third party loan review firm.

our ratio of net charge-offs to average loans of 0.43% for the year ended December 31, 2012 was significantly lower than the 0.74% weighted average, according to SNL Financial, for the same peer group.

Market Reputation . We believe that our market reputation has become and will remain a competitive advantage within our primary markets and for our private banking channel. We are now entering our seventh year of operations, and we believe that we have established a reputation as a sophisticated lender and customer-focused financial institution. We believe that, in recent years, some of the larger financial institution competitors in our primary markets have been distracted by legacy asset problems and challenging product lines associated with national economic conditions. These types of problems have not had the same impact on us given the timing of our formation, our limited exposure to higher risk loan products such as land development loans and our relatively strong asset quality. Accordingly, we have been able to focus more of our attention on building strong business and personal relationships and addressing the particular needs of our customers. We expect to continue to take advantage of the strong relationships and reputation that have been forged by our senior management team and our relationship managers.

Our Challenges

There are a number of risks that should be considered before making an investment in this offering. These risks are discussed more fully in the section entitled “Risk Factors” beginning on page 14 of this prospectus. These risks include but are not limited to the following:

•

Our business is highly susceptible to credit risk, and we could be adversely affected if we fail to adequately measure and limit our credit risk, or if our allowance for loan losses is insufficient to absorb our losses.

•

We maintain a commercial loan focus, which increases our credit risk as well as risks associated with borrowers’ cash flows, collateral value, economic downturns and geographic concentrations.

•

Our portfolio contains many large loans, and deterioration in the financial condition of these large loans could have a material adverse impact on our asset quality and profitability.

•

We rely heavily on our executive management team and other key employees, and we could be adversely affected by the unexpected loss of their services.

•

Our business has grown rapidly, and we may not be able to maintain our historical rate of growth, which could have a material adverse effect on our ability to successfully implement our business strategy.

•

Our deposit base includes brokered deposits, large deposits and depositors who have relationships with each other, all of which create liquidity risk that could impair our ability to fund operations.

•

We operate in a highly regulated environment, which could restrain our growth and profitability.

Additional Information

Our main office is located at One Oxford Centre, 301 Grant Street, Suite 2700, Pittsburgh, Pennsylvania 15219, and our general telephone number is (412) 304-0304. Our website address is www.tscbank.com . Information contained on our website is not incorporated by reference into this prospectus, and you should not consider information contained on our website as part of this prospectus.

THE OFFERING

Securities offered

By us

shares of common stock.

By the selling shareholder

shares of common stock.

Total

shares of common stock.

Underwriter over-allotment option

shares of common stock from us.

Securities offered as a percentage of outstanding shares of common stock

%, assuming the underwriters do not exercise their over-allotment option. ⁽¹⁾

Common stock outstanding after closing of this offering

shares of common stock, assuming the underwriters do not exercise their over-allotment option. ⁽¹⁾

Use of proceeds

Assuming an initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, we estimate that the net proceeds to us from the sale of our common stock in this offering will be $ million (or $ million if the underwriters exercise in full their over-allotment option), after deducting estimated underwriting discounts and offering expenses. We intend to use the net proceeds to us from this offering for general corporate purposes, which may include maintaining liquidity at the holding company, providing equity capital to the Bank to fund balance sheet growth or working capital needs, our working capital needs, and funding investments in, or acquisitions of, wealth management businesses. We will not receive any proceeds from the sale of our common stock by the selling shareholder. For additional information, see “Use of Proceeds.”

Dividends

We do not intend to pay dividends on our common stock in the foreseeable future. Instead, we anticipate that all of our future earnings will be used for working capital, to support our operations and to finance the growth and development of our business. Any future determination to pay dividends on our common stock will be made by our board of directors and will depend upon our financial condition, liquidity, results of operations and other factors that our board of directors deems relevant. For additional information, see “ Dividend Policy.”

Listing

We intend to apply to list our common stock on Nasdaq under the trading symbol “TSC.”

Risk factors

Investing in our common stock involves risks. See “Risk Factors,” beginning on page 14, for a discussion of factors that you should carefully consider before making an investment decision.

(1)

References in this section to the number of shares of our common stock outstanding after this offering are based upon 22,322,779 shares of common stock issued and outstanding as of December 31, 2012, assuming the issuance of 4,878,049 shares of our common stock upon conversion of 48,780.488 of the shares of our Perpetual Convertible Preferred Stock, Series C that were outstanding as of December 31, 2012.

Unless

expressly indicated or the context requires otherwise, all information in this prospectus:

•

assumes the conversion of all 48,780.488 shares of our outstanding Series C preferred stock into 4,878,049 shares of our common stock in connection with our initial public offering;

•

assumes no exercise by the underwriters of their right to purchase up to an additional shares of our common stock to cover over-allotments;

•

does not attribute to any director, officer, or principal shareholder any purchases of shares of our common stock in this offering, including through the directed share program described in “ Underwriting—Directed Share Program ”;

•

does not include as outstanding 2,193,000 shares of common stock issuable upon the exercise of outstanding stock options at a weighted average exercise price of $9.97 per share (of which options to purchase 1,518,500 shares have vested); and

•

does not include as outstanding 1,807,000 shares of common stock reserved for issuance in connection with stock awards that remain available for issuance under our stock incentive plan.

Conversion of Series C Preferred Stock

As of December 31, 2012, there were 48,780.488 outstanding shares of our Perpetual Convertible Preferred Stock, Series C, or our Series C preferred stock. On an as-converted basis as of December 31, 2012, these shares represented approximately 21.9% of our outstanding common stock, or approximately % of our outstanding common stock on a pro forma basis after the closing of this offering. All of the shares of our outstanding Series C preferred stock are collectively held by LM III TriState Holdings LLC and LM III-A TriState Holdings LLC, or the Lovell Minnick funds, which are investment funds managed by Lovell Minnick Partners LLC.

In connection with this offering, the Lovell Minnick funds have agreed, subject to certain terms and conditions including the closing of this offering, to convert all of the outstanding shares of Series C preferred stock into shares of our common stock, with a conversion ratio of 100 shares of common stock for each share of Series C preferred stock, effective immediately prior to the closing of this offering. In connection with this conversion, the Lovell Minnick funds have agreed to, among other things, the following:

•

The Lovell Minnick funds have waived their preemptive and tag-along rights in connection with this offering;

•

Certain board representation rights of the Lovell Minnick funds will terminate if the collective ownership of the Lovell Minnick funds falls below 4.9% of our outstanding common stock;

•

Certain board observer rights of the Lovell Minnick funds will terminate if the collective ownership of the Lovell Minnick funds falls below 4.9% of our outstanding common stock;

•

The Lovell Minnick funds have waived their “piggyback” registration rights in connection with this offering;

•

Agreements with certain of our existing shareholders requiring them to vote their shares in favor of the Lovell Minnick funds’ designee to our board of directors will be terminated.

For additional information regarding our Series C preferred stock and the effect of its conversion in connection with this offering, see “Description of Capital Stock—Series C Preferred Stock.”

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

You should read the selected historical consolidated financial and operating data set forth below in conjunction with the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Capitalization,” as well as the consolidated financial statements and the related notes included elsewhere in this prospectus. We have derived the selected statements of operations data for the years ended December 31, 2012, 2011 and 2010 and the selected balance sheet data as of December 31, 2012 and 2011 from our audited consolidated financial statements included elsewhere in this prospectus. We have derived the selected statements of operations data for the years ended December 31, 2009 and 2008 and the selected balance sheet data as of December 31, 2010, 2009 and 2008 from our audited consolidated financial statements not included in this prospectus. The performance, asset quality and capital ratios are unaudited and derived from the audited financial statements as of and for the years presented. Average balances have been computed using daily averages. Our historical results may not be indicative of our results for any future period.


	Years Ended December 31,
	2012			2011			2010			2009			2008
	(Dollars in thousands, except share and per share data)
Statements of operations data:
Interest income	$	71,034		$	65,367		$	64,688		$	57,284		$	34,027
Interest expense		13,674			17,986			20,652			24,986			19,410

Net interest income		57,360			47,381			44,036			32,298			14,617
Provision for loan losses		8,185			5,339			5,251			23,841			11,118

Net interest income after provision		49,175			42,042			38,785			8,457			3,499
Noninterest income		6,199			3,908			2,461			8,336			2,210
Noninterest expense		37,865			33,994			33,592			29,092			19,865

Income (loss) before income tax		17,509			11,956			7,654			(12,299	)		(14,156	)
Income tax expense (benefit)		6,837			4,738			(7,574	)		—			—

Net income (loss)		10,672			7,218			15,228			(12,299	)		(14,156	)
Preferred dividends and amortization of Series A discount ⁽¹⁾		1,525			1,518			1,818			782			—

Net income (loss) available (attributable) to common shareholders ⁽²⁾	$	9,147		$	5,700		$	13,410		$	(13,081	)	$	(14,156	)

Per share data:
Earnings (loss) per share ⁽²⁾
Basic	$	0.47		$	0.33		$	0.83		$	(0.90	)	$	(1.25	)
Diluted		0.47			0.33			0.83			(0.90	)		(1.25	)
Book value per common share		9.84			9.21			8.77			7.96			8.63
Book value per share with preferred converted to common ⁽³⁾		9.75			9.21			8.77			7.96			8.63
Tangible book value per share with preferred converted to common ⁽³⁾		9.75			9.21			8.77			7.96			8.63
Common shares outstanding		17,444,730			17,444,730			17,353,480			14,592,907			14,592,907
Common shares outstanding with preferred converted to common ⁽³⁾		22,322,779			17,444,730			17,353,480			14,592,907			14,592,907
Average common shares outstanding
Basic		17,394,491			17,380,185			16,113,440			14,592,907			11,313,726
Diluted		19,351,009			17,392,969			16,113,440			14,592,907			11,313,726
Annualized performance ratios:
Return on average assets ⁽²⁾		0.55	%		0.41	%		0.91	%		(0.86	%)		(2.13	%)
Return on average common equity ⁽²⁾		6.35	%		4.56	%		11.36	%		(10.42	%)		(14.26	%)
Return on average equity ⁽²⁾		5.24	%		3.97	%		9.68	%		(8.83	%)		(14.26	%)
Net interest margin ⁽⁴⁾		2.94	%		2.67	%		2.61	%		2.21	%		2.16	%
Efficiency ratio ⁽³⁾		60.64	%		68.03	%		72.25	%		82.23	%		125.36	%
Noninterest expense to average assets		1.94	%		1.92	%		2.01	%		2.03	%		2.98	%
Asset quality ratios:
Nonperforming assets to total assets ⁽⁵⁾		1.10	%		0.90	%		0.92	%		0.74	%		0.51	%
Nonperforming loans to total loans ⁽⁵⁾⁽⁶⁾		1.37	%		1.17	%		1.19	%		0.85	%		0.70	%
Allowance for loan losses to total loans ⁽⁶⁾		1.09	%		1.16	%		1.33	%		1.22	%		1.24	%
Allowance for loan losses to nonperforming loans ⁽⁵⁾		79.50	%		99.53	%		112.41	%		143.22	%		178.82	%
Provision for loan losses to average total loans		0.53	%		0.40	%		0.42	%		2.11	%		2.15	%
Net charge-offs to average total loans		0.43	%		0.46	%		0.31	%		1.75	%		0.00	%


	Years Ended December 31,
	2012			2011			2010			2009			2008
	(Dollars in thousands, except share and per share data)
Balance sheet data:
Investment securities available-for-sale	$	191,187		$	163,392		$	143,837		$	47,699		$	90,184
Total loans ⁽⁶⁾		1,641,628			1,406,995			1,283,745			1,294,005			935,194
Allowance for loan losses		17,874			16,350			17,111			15,764			11,623
Total assets		2,073,129			1,833,450			1,659,752			1,487,611			1,279,301
Total deposits		1,823,379			1,637,126			1,470,600			1,337,554			1,129,343
Preferred stock—Series A and B		—			23,708			23,444			23,197			—
Preferred stock—Series C (convertible) ⁽⁷⁾		46,011			—			—			—			—
Common shareholders’ equity		171,713			160,744			152,116			116,103			125,876
Total shareholders’ equity		217,724			184,452			175,560			139,300			125,876
Capital ratios:
Total shareholders’ equity to assets		10.50	%		10.06	%		10.58	%		9.36	%		9.84	%
Tangible equity to tangible assets ⁽³⁾		10.50	%		10.06	%		10.58	%		9.36	%		9.84	%
Tier 1 leverage capital ratio		10.35	%		10.18	%		9.85	%		8.85	%		12.33	%
Tier 1 risk-based capital ratio		10.95	%		10.63	%		11.48	%		9.75	%		11.94	%
Total risk-based capital ratio		11.88	%		11.60	%		12.59	%		10.85	%		13.02	%

(1)	Increase in 2012 was primarily due to the acceleration of the discount on our Series A preferred stock upon redemption.

(2)

(3)	These measures are not measures recognized under GAAP and are therefore considered to be non-GAAP financial measures. See “ —Non-GAAP Financial Measures ” for a reconciliation of these measures to their most directly comparable GAAP measures.

(4)	Net interest margin is calculated on a fully taxable equivalent basis.

(5)	Nonperforming assets consist of nonperforming loans and real estate and other property that we have repossessed. Nonperforming loans consist of nonaccrual loans.

(6)	Total loans are net of unearned discounts and deferred fees and costs.

(7)	Shares of our Series C preferred stock will convert to shares of our common stock immediately prior to the closing of this offering.

Non-GAAP Financial Measures

The information set forth above contains certain financial information determined by methods other than in accordance with GAAP. These non-GAAP financial measures are “total revenue,” “pre-tax, pre-provision net revenue,” “efficiency ratio,” “tangible equity,” “tangible equity to tangible assets,” “common shares outstanding with preferred converted to common,” ”book value per share with preferred converted to common” and “tangible book value per share with preferred converted to common.” Although we believe these non-GAAP financial measures provide a greater understanding of our business, these measures are not necessarily comparable to similar measures that may be presented by other companies.

“Total revenue” is defined as net interest income and non-interest income, excluding gains and losses on sales of investment securities available-for-sale. We believe adjustments made to our operating revenue allow management and investors to better assess our operating revenue by removing the volatility that is associated with certain other items that are unrelated to our core business.

“Pre-tax, pre-provision net revenue” is defined as net income, without giving effect to loan loss provision and income taxes, and excluding net gain (loss) on sale of investment securities available-for-sale. We believe this measure is important because it allows management and investors to better assess our performance in relation to our core operating revenue, excluding the volatility that is associated with provision for loan losses or other items that are unrelated to our core business.

“Efficiency ratio” is defined as non-interest expense divided by our total revenue. We believe this measure allows management and investors to better assess our operating expenses in relation to our core operating revenue by removing the volatility that is associated with certain one-time items and other discrete items that are unrelated to our core business.

“Tangible equity” is defined as shareholders’ equity reduced by goodwill. We believe this measure is important to management and investors to better understand and assess changes from period to period in shareholders’ equity exclusive of changes in intangible assets. Goodwill, an intangible asset that is recorded in a purchase business

combination, has the effect of increasing both equity and assets, while not increasing our tangible equity or tangible assets. We had no goodwill as of December 31, 2012.

“Tangible equity to tangible assets” is defined as the ratio of shareholders’ equity reduced by goodwill divided by total assets reduced by goodwill. We believe this measure is important to many investors who are interested in relative changes from period to period in equity and total assets, each exclusive of changes in intangible assets.

“Common shares outstanding with preferred converted to common” is defined as shares of our common stock issued and outstanding, inclusive of our issued and outstanding Series C preferred stock. We believe this measure is important to many investors who are interested in changes from period to period in our shares of common stock issued and outstanding giving effect to the conversion of shares of our Series C preferred stock which are convertible at the option of the holder and will convert to common stock immediately prior to the closing of this offering. Convertible shares of preferred stock have the effect of not impacting shares of common stock issued and outstanding until they are converted, at which point they add to the number of shares of common stock issued and outstanding.

“Book value per share with preferred converted to common” is defined as book value, divided by shares of common stock issued and outstanding with preferred stock converted to common stock. We believe this measure is important to many investors who are interested in changes from period to period in book value per share inclusive of shares of preferred stock that could be converted to shares of common stock. Convertible shares of preferred stock have the effect of not impacting book value per common share, while reducing our book value per share with preferred converted to common.

”Tangible book value per share with preferred converted to common” is defined as book value, excluding the impact of goodwill, if any, divided by common shares outstanding with preferred converted to common. We believe this measure is important to many investors who are interested in changes from period to period in book value per share exclusive of changes in intangible assets and inclusive of shares of preferred stock that could be converted to shares of common stock. Goodwill is an intangible asset that is recorded in a purchase business combination, and we had no goodwill as of December 31, 2012. Convertible shares of preferred stock have the effect of not impacting tangible book value per common share, while reducing our tangible book value per share with preferred converted to common.


	Years Ended December 31,
	2012			2011			2010			2009			2008
	(Dollars in thousands, except share and per share data)
Pre-tax, pre-provision net revenue:
Net interest income before provision for loan losses	$	57,360		$	47,381		$	44,036		$	32,298		$	14,617
Total non-interest income		6,199			3,908			2,461			8,336			2,210
Less: Net gain on the sale of investment securities, available-for-sale		1,114			1,323			—			5,255			981

Total Revenue		62,445			49,966			46,497			35,379			15,846
Less: Total non-interest expense		37,865			33,994			33,592			29,092			19,865

Pre-tax, pre-provision net revenue	$	24,580		$	15,972		$	12,905		$	6,287		$	(4,019	)

Efficiency ratio:
Total non-interest expense (numerator)	$	37,865		$	33,994		$	33,592		$	29,092		$	19,865

Total revenue (denominator)	$	62,445		$	49,966		$	46,497		$	35,379		$	15,846

Efficiency ratio		60.64	%		68.03	%		72.25	%		82.23	%		125.36	%
Book value per share with preferred converted to common:
Common shareholders’ equity	$	171,713		$	160,744		$	152,116		$	116,103		$	125,876
Preferred stock—Series C (convertible)		46,011			—			—			—			—

Total common shareholders’ equity and preferred stock—Series C	$	217,724		$	160,744		$	152,116		$	116,103		$	125,876

Preferred shares outstanding		48,780.488			—			—			—			—
Conversion factor		100			—			—			—			—

Preferred shares converted to common shares outstanding		4,878,049			—			—			—			—
Common shares outstanding		17,444,730			17,444,730			17,353,480			14,592,907			14,592,907

Common shares with preferred shares converted to common		22,322,779			17,444,730			17,353,480			14,592,907			14,592,907

Book value per share with preferred converted to common	$	9.75		$	9.21		$	8.77		$	7.96		$	8.63


	Years Ended December 31,
	2012			2011			2010			2009			2008
	(Dollars in thousands, except share and per share data)
Tangible book value per share with preferred converted to common:
Book value per common share	$	9.84		$	9.21		$	8.77		$	7.96		$	8.63
Less: Effects of intangible assets		—			—			—			—			—

Tangible book value	$	9.84		$	9.21		$	8.77		$	7.96		$	8.63

Common shares with preferred shares converted to common		22,322,779			17,444,730			17,353,480			14,592,907			14,592,907

Tangible book value per share with preferred converted to common	$	9.75		$	9.21		$	8.77		$	7.96		$	8.63
Tangible equity to tangible assets:
Total shareholders’ equity	$	217,724		$	184,452		$	175,560		$	139,300		$	125,876
Less: Intangible assets		—			—			—			—			—

Tangible equity	$	217,724		$	184,452		$	175,560		$	139,300		$	125,876

Total assets	$	2,073,129		$	1,833,450		$	1,659,752		$	1,487,611		$	1,279,301
Less: Intangible assets		—			—			—			—			—

Tangible assets	$	2,073,129		$	1,833,450		$	1,659,752		$	1,487,611		$	1,279,301

Tangible equity to tangible assets		10.50	%		10.06	%		10.58	%		9.36	%		9.84	%

RISK FACTORS

Investing in our common stock involves a significant degree of risk. You should carefully consider the following risk factors, in addition to the other information contained in this prospectus, before deciding to invest in our common stock. Any of the following risks, as well as risks that we currently do not know or deem immaterial, could have a material adverse effect on our business, financial condition, results of operations, future prospects and cash flows. As a result, the trading price of our common stock could decline, and you could lose all or part of your investment.

Risks Relating to our Business

We may not be able to adequately measure and limit our credit risk, which could lead to unexpected losses.

The business of lending is inherently risky, including risks that the principal of or interest on any loan will not be repaid timely or at all or that the value of any collateral supporting the loan will be insufficient to cover our outstanding exposure. These risks may be affected by the strength of the borrower’s business sector and local, regional and national market and economic conditions. Our risk management practices, such as monitoring the concentration of our loans within specific industries and our credit approval practices, may not adequately reduce credit risk, and our credit administration personnel, policies and procedures may not adequately adapt to changes in economic or any other conditions affecting customers and the quality of the loan portfolio. Finally, many of our loans are made to middle market businesses that may be less able to withstand competitive, economic and financial pressures than larger borrowers. A failure to effectively measure and limit the credit risk associated with our loan portfolio could have a material adverse effect on our business, financial condition, results of operations and future prospects.

Our allowance for loan losses may prove to be insufficient to absorb losses inherent in our loan portfolio, which could have a material adverse effect on our financial condition and results of operations.

We maintain an allowance for loan losses that represents management’s judgment of probable losses and risks inherent in our loan portfolio. The level of the allowance reflects management’s continuing evaluation of general economic conditions, diversification and seasoning of the loan portfolio, historic loss experience, identified credit problems, delinquency levels and adequacy of collateral. The determination of the appropriate level of the allowance for loan losses is inherently highly subjective and requires us to make significant estimates of and assumptions regarding current credit risks and future trends, all of which may undergo material changes. Inaccurate management assumptions, continuing deterioration of economic conditions affecting borrowers, new information regarding existing loans, identification of additional problem loans and other factors, both within and outside of our control, may require us to increase our allowance for loan losses. In addition, our regulators, as an integral part of their periodic examination, review the adequacy of our allowance for loan losses and may direct us to make additions to the allowance based on their judgments about information available to them at the time of their examination. Further, if actual charge-offs in future periods exceed the amounts allocated to the allowance for loan losses, we may need additional provision for loan losses to restore the adequacy of our allowance for loan losses. If we are required to materially increase our level of allowance for loan losses for any reason, such increase could have a material adverse effect on our business, financial condition, results of operations and future prospects.

A large portion of our loan portfolio is comprised of commercial loans secured by equipment or other collateral, the deterioration in value of which could increase our exposure to future probable losses.

As of December 31, 2012, approximately $876.4 million, or approximately 53.2% of our total loans, before deferred loan fees, was comprised of commercial loans to businesses collateralized by general business assets including, among other things, accounts receivable, inventory and equipment. These commercial and industrial loans are typically larger in amount than loans to individuals and, therefore, have the potential for larger losses on a single loan basis. Additionally, asset-based borrowers are often highly leveraged and have

inconsistent historical earnings. Historically, losses in our commercial and industrial credits have been higher than losses in other segments of our loan portfolio. Significant adverse changes in various industries could cause rapid declines in values and collectability associated with those business assets resulting in inadequate collateral coverage that may expose us to future losses. An increase in specific reserves and charge-offs related to our commercial and industrial loan portfolio could have a materially adverse effect on our business, financial condition, results of operations and future prospects.

Because many of our customers are commercial enterprises, they may be adversely affected by any decline in general economic conditions in the United States which, in turn, could have a negative impact on our business.

Many of our customers are commercial enterprises whose business and financial condition are sensitive to changes in the general economy of the United States. Our businesses and operations are, in turn, sensitive to these same general economic conditions. If the U.S. economy does not recover strongly from the recession that lasted from 2007 to 2009 or experiences worsening economic conditions, such as a so-called “double-dip” recession, our growth and profitability could be constrained. In addition, economic conditions in foreign countries, including uncertainty over the stability of the euro currency, could affect the stability of global financial markets, which could hinder the U.S. economic recovery. Weak economic conditions are characterized by deflation, fluctuations in debt and equity capital markets, including a lack of liquidity and depressed prices in the secondary market for mortgage loans, increased delinquencies on mortgage, consumer and commercial loans, residential and commercial real estate price declines and lower home sales and commercial activity. All of these factors are detrimental to the business of our customers and could adversely impact demand for our credit products as well as our credit quality. Our business is also sensitive to monetary and related policies of the U.S. federal government and its agencies. Changes in any of these policies are influenced by macroeconomic conditions and other factors that are beyond our control and difficult to predict. Adverse economic conditions and government policy responses to such conditions could have a material adverse effect on our business, financial condition, results of operations and future prospects.

Our commercial real estate loan portfolio exposes us to credit risks that may be greater than the risks related to other types of loans.

Our loan portfolio includes non-owner-occupied commercial real estate loans for individuals and businesses for various purposes, which are secured by commercial properties, as well as real estate construction and development loans. These loans typically involve repayment dependent upon income generated, or expected to be generated, by the property securing the loan in amounts sufficient to cover operating expenses and debt service. The availability of such income for repayment may be adversely affected by changes in the economy or local market conditions. These loans expose a lender to greater credit risk than loans secured by other types of collateral because the collateral securing these loans are typically more difficult to liquidate. Additionally, non-owner-occupied commercial real estate loans generally involve relatively large balances to single borrowers or related groups of borrowers. Unexpected deterioration in the credit quality of our non-owner-occupied commercial real estate loan portfolio could require us to increase our provision for loan losses, which would reduce our profitability and have a material adverse effect on our business, financial condition, results of operations and future prospects.

We make loans to businesses backed by private equity firms. These loan relationships may have repayment and other characteristics that are different than those of traditional business loans, which could have an adverse effect on our asset quality and profitability.

As of December 31, 2012, we had $377.7 million in term loans to private equity backed businesses, which represented approximately 22.9% of our total loans. These loan relationships may have repayment characteristics that are different than those of our traditional, owner-operated businesses. These term loans often are for purposes of financing private equity groups’ acquisitions of companies that become our borrowers. Acquisition-related term loans are generally secured by all business assets, but often have a

weaker secondary source of repayment resulting in greater reliance upon the cash flow generated by the borrower for repayment, which may be unpredictable. Because private equity groups acquire businesses primarily for financial interests, they may behave differently than our other commercial borrowers. Accordingly, the different repayment characteristics of this segment of our loan portfolio could negatively impact our profitability or asset quality, which could, in turn, have a material adverse effect on our business, financial condition, results of operation and future prospects.

A prolonged downturn in the real estate market, especially in our primary markets, could result in losses and adversely affect our profitability.

As of December 31, 2012, approximately 37.3% of total loans were comprised of loans with real estate as a primary component of collateral. The real estate collateral in each case provides an alternate source of repayment in the event of default by the borrower and may deteriorate in value during the time the credit is extended. The U.S. recession from 2007 to 2009 has adversely affected real estate market values across the country, including in our primary market areas, and future declines may occur. A further decline in real estate values could further impair the value of our collateral and our ability to sell the collateral upon any foreclosure, which would likely require us to increase our provision for loan losses. In the event of a default with respect to any of these loans, the amounts we receive upon sale of the collateral may be insufficient to recover the outstanding principal and interest on the loan. If we are required to re-value the collateral securing a loan to satisfy the debt during a period of reduced real estate values or to increase our allowance for loan losses, our profitability could be adversely affected, which could have a material adverse effect on our business, financial condition, results of operations and future prospects.

A substantial portion of our loan portfolio is comprised of participation and syndicated transaction interests, which could have an adverse effect on our ability to monitor the lending relationships and lead to an increased risk of loss.

We achieved a significant portion of our loan growth in our initial years of operation by participating in loans originated by other institutions and by participating in syndicated transactions (including shared national credits) in which other lenders serve as the agent bank. As of December 31, 2012, $669.8 million, or approximately 40.7% of our total loans, consisted of participations or syndicated transactions in which we are not the lead bank. Our reduced control over the monitoring and management of these relationships, particularly participations in large bank groups, could lead to increased risk of loss, which could have a material adverse effect on our business, financial condition, results of operations and future prospects.

Our portfolio contains many large loans, and deterioration in the financial condition of these large loans could have a material adverse impact on our asset quality and profitability.

Our growth since inception has been partially attributable to our ability to originate and retain relatively large loans given our asset size. As of December 31, 2012, our average loan size was approximately $1.7 million. Further, as of December 31, 2012, our 18 largest borrowing relationships ranged from approximately $10.9 million to $18.0 million (including unfunded commitments) and averaged approximately $12.8 million in total commitments and $7.8 million in principal balance, respectively. Along with other risks inherent in our loans, such as the deterioration of the underlying businesses or property securing these loans, the higher average size of our loans presents a risk to our lending operations. Because we have a large average loan size, if only a few of our largest borrowers become unable to repay their loan obligations as a result of economic or market conditions or personal circumstances, our nonperforming loans and our provision for loan losses could increase significantly, which could have a material adverse effect on our business, financial condition, results of operations and future prospects.

Our lending limit may restrict our growth and prevent us from effectively implementing our business strategy.

We are limited in the amount we can loan to a single borrower by the amount of our capital. Generally, under current law, we may lend up to 15.0% of our unimpaired capital and surplus to any one borrower. We have also established an informal, internal limit on loans to one borrower of $10.0 million. Based upon our current capital levels, the amount we may lend is significantly less than that of many of our competitors and may discourage potential borrowers who have credit needs in excess of our lending limit from doing business with us. We accommodate larger loans by selling participations in those loans to other financial institutions, but this strategy may not always be available. If we are unable to compete effectively for loans from our target customers, we may not be able to effectively implement our business strategy, which could have a material adverse effect on our business, financial condition, results of operations and future prospects.

We rely heavily on our executive management team and other key employees, and we could be adversely affected by the unexpected loss of their services.

Our success depends in large part on the performance of our key personnel, as well as on our ability to attract, motivate and retain highly qualified senior and middle management and other skilled employees. Competition for employees is intense, and the process of locating key personnel with the combination of skills and attributes required to execute our business plan may be lengthy. We currently do not have any employment or non-compete agreements with any of our executive officers or key employees. We may not be successful in retaining our key employees, and the unexpected loss of services of one or more of our key personnel could have a material adverse effect on our business because of their skills, knowledge of our primary markets, years of industry experience and the difficulty of promptly finding qualified replacement personnel. If the services of any of our key personnel should become unavailable for any reason, we may not be able to identify and hire qualified persons on terms acceptable to us, or at all, which could have a material adverse effect on our business, financial condition, results of operations and future prospects.

Our business has grown rapidly. Although rapid business growth can be a favorable business condition, financial institutions that grow rapidly can experience significant difficulties as a result of rapid growth. Failure to build infrastructure sufficient to support rapid growth and suffering loan losses in excess of reserves for such losses, as well as other risks associated with rapidly growing financial institutions, could materially impact our operations.

We may not be able to sustain our historical rate of growth or continue to grow our business at all. Because of the uncertainty in the general economy and the recent government intervention in the credit markets, it may be difficult for us to repeat our recent earnings growth as we continue to expand. Failure to grow or failure to manage our growth effectively could have a material adverse effect on our business, future prospects, financial condition or results of operations, and could adversely affect our ability to successfully implement our business strategy.

We have a limited operating history and a limited profit history, which makes it difficult to predict our future prospects and financial performance.

We have only been operating since January 2007. Due to our limited operating history, it may be difficult to evaluate our business prospects and future financial performance. We may not be able to maintain our profitability. Further, our future operating results depend upon a number of factors, including our ability to manage our growth, retain our customer base and to successfully identify and respond to emerging trends in our primary markets.

Our business plan differs from that of many de novo financial institutions in that we have always served middle market businesses in our primary markets and high net worth individuals on a national basis. Operating with this type of broad-based, non-traditional business plan since inception required large initial expenditures. For the period of 2007 through 2009, our operations resulted in an accumulated deficit of approximately $34.4 million. We became profitable on a quarterly basis in the fourth quarter of 2009 and have remained profitable since then. Although we believe our future profitability depends on our ability to continue to execute our business strategy, our strategy may not result in our operations being consistently profitable.

Lack of seasoning of our loan portfolio could increase risk of credit defaults in the future.

In part because we have only been in business since 2007 and also as a result of our growth over the past several years, a large portion of loans in our loan portfolio and of our lending relationships are of relatively recent origin. Loans may not begin to show signs of credit deterioration or default until they have been outstanding for some period of time, a process referred to as “seasoning.” Because a large portion of our portfolio may be considered relatively new, the current level of delinquencies and defaults may not serve as a reliable basis for predicting the health and nature of our loan portfolio, including net charge-offs and the ratio of nonperforming assets, in the future. If delinquencies and defaults increase, we may be required to increase our provision for loan losses, which could have a material adverse effect on our business, financial condition, results of operations and future prospects.

Our reliance on brokered deposits could adversely affect our liquidity and results of operations.

Since our inception, we have relied on both brokered and non-brokered deposits as a source of funds to support our growing loan demand and other liquidity needs. As of December 31, 2012, brokered deposits, which include brokered certificates of deposit and brokered money market deposits, amounted to $717.8 million, or approximately 39.4% of total deposits, an increase of $15.4 million, or 2.2%, compared to brokered deposits of $702.4 million as of December 31, 2011. As a bank regulatory supervisory matter, reliance on brokered deposits as a significant source of funding is discouraged. Brokered deposits may not be as stable as other types of deposits, and, in the future, those depositors may not renew their deposits when they mature, or we may have to pay a higher rate of interest to keep those deposits or may have to replace them with other deposits or with funds from other sources. Additionally, if TriState Capital Bank ceases to be categorized as “well capitalized” for bank regulatory purposes, it will not be able to accept, renew or rollover brokered deposits without a waiver from the FDIC. As of December 31, 2012, TriState Capital Bank was categorized as “well capitalized.” Our inability to maintain or replace these brokered deposits as they mature could adversely affect our liquidity and results of operations. Further, paying higher interest rates to maintain or replace these deposits could adversely affect our net interest margin and our results of operations.

Liquidity risk could impair our ability to fund operations and meet our obligations as they become due.

Our ability to implement our business strategy will depend on our liquidity and ability to obtain funding for loan originations, working capital and other general purposes. An inability to raise funds through deposits, borrowings and other sources could have a substantial negative effect on our liquidity. Our preferred source of funds consists of customer deposits; however, we rely on other sources such as brokered deposits. Such account and deposit balances can decrease when customers perceive alternative investments as providing a better risk/return tradeoff. If customers move money out of bank deposits and into other investments, we may increase our utilization of brokered deposits, Federal Home Loan Bank (FHLB) advances and other wholesale funding sources necessary to fund desired growth levels. Because these funds generally are more sensitive to interest rate changes than our deposits, they are more likely to move to the highest rate available.

In addition, customers may move funds out of our bank if they believe that their deposits are not secure. We have not experienced any significant loss of deposits as a result of the December 31, 2012 expiration of the unlimited insurance coverage for noninterest-bearing transaction accounts that was provided under the

Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act. In connection with the expiration of this unlimited coverage, a majority of our deposits that had benefitted from the additional insurance were moved into one of the Promontory Interfinancial Network, LLC, or Promontory, reciprocal programs at the end of the fourth quarter of 2012. However, our remaining depositors in non-interest bearing transaction accounts may be more likely to withdraw deposits in excess of FDIC-insured levels.

We rely on our ability to generate deposits and effectively manage the repayment and maturity schedules of our loans and investment securities, respectively, to ensure that we have adequate liquidity to fund our operations. Any decline in available funding could adversely impact our ability to originate loans, invest in securities, meet our expenses, pay dividends to our shareholders or fulfill obligations such as repaying our borrowings or meeting deposit withdrawal demands, any of which could have a material adverse effect on our liquidity, financial condition, results of operations and future prospects.

Several of our large depositors have relationships with each other, which creates a higher risk that one customer’s withdrawal of its deposit could lead to a loss of other deposits from customers within the relationship, which, in turn, could force us to fund our business through more expensive and less stable sources.

As of December 31, 2012, our ten largest non-brokered depositors accounted for $172.7 million in deposits, or approximately 9.5% of our total deposits. Further, our average non-brokered deposit account balance was $290,000 as of December 31, 2012. Several of our large depositors have business, family or other relationships with each other, which creates a risk that any one customer’s withdrawal of its deposit could lead to a loss of other deposits from customers within the relationship.

Withdrawals of deposits by any one of our largest depositors or by one of our related customer groups could force us to rely more heavily on borrowings and other sources of funding for our business and withdrawal demands, adversely affecting our net interest margin and results of operations. We may also be forced, as a result of any withdrawal of deposits, to rely more heavily on other, potentially more expensive and less stable funding sources. Consequently, the occurrence of any of these events could have a material adverse effect on our business, results of operations, financial condition and future prospects.

We are subject to interest rate risk that could negatively impact our profitability.

Our profitability, like that of most financial institutions, depends to a large extent on our net interest income, which is the difference between our interest income on interest-earning assets, such as loans and investment securities, and our interest expense on interest-bearing liabilities, such as deposits and borrowings. We attempt to minimize interest rate risk by maintaining a largely floating rate balance sheet combined with longer-term deposits, but conditions could prevent us from successfully implementing this strategy in the future. As of December 31, 2012, approximately 83.0% of our earning assets and approximately 51.5% of our interest bearing liabilities had a variable rate. Our interest sensitivity profile was asset sensitive as of December 31, 2012, meaning that we estimate our net interest income would increase more from rising interest rates than from falling interest rates.

Interest rates are highly sensitive to many factors that are beyond our control, including general economic conditions and policies of various governmental and regulatory agencies and, in particular, the Federal Reserve. Changes in monetary policy, including changes in interest rates, could influence not only the interest we receive on loans and securities and the interest we pay on deposits and borrowings, but such changes could also affect our ability to originate loans and obtain deposits, the fair value of our financial assets and liabilities, and the average duration of our assets. If the interest rates paid on deposits and other borrowings increase at a faster rate than the interest rates received on loans and other investments, our net interest income, and therefore net income, could be adversely affected. Our loans are predominantly variable rate loans, with the majority being based on LIBOR. While there is a low probability that interest rates will decline materially from current levels, a continuation of the current levels of historically low interest rates

could cause the spread between our loan yields and our deposit rates paid to compress our net interest margin and our net income could be adversely affected. Further, any substantial, unexpected, prolonged change in market interest rates could have a material adverse effect on our business, financial condition, results of operations and future prospects.

In addition, an increase in interest rates could also have a negative impact on our results of operations by reducing the ability of borrowers to repay their current loan obligations. These circumstances could not only result in increased loan defaults, foreclosures and charge-offs, but also necessitate further increases to our allowance for loan losses, each of which could have a material adverse effect on our business, results of operations, financial condition and future prospects.

Our business is concentrated in, and largely dependent upon, the continued growth and welfare of the general geographic markets in which we operate.

Our commercial banking operations are concentrated in Pennsylvania, New Jersey, New York, and Ohio, with 61.9% of our total loans to borrowers located in these four states as of December 31, 2012. As a result, our financial condition and results of operations and cash flows are affected by changes in the economic conditions of any of those states or the regions of which they are a part. Our success depends to a significant extent upon the business activity, population, income levels, deposits and real estate activity in these markets. Although our customers’ business and financial interests may extend well beyond these market areas, adverse conditions that affect these market areas could reduce our growth rate, affect the ability of our customers to repay their loans, affect the value of collateral underlying loans, impact our ability to attract deposits and generally affect our financial conditions and results of operations. Because of our geographic concentration, we may be less able than other regional or national financial institutions to diversify our credit risks across multiple markets.

We face significant competitive pressures that could impair our growth, decrease our profitability or reduce our market share.

We operate in the highly competitive banking industry and face significant competition for customers from bank and non-bank competitors, particularly regional and nationwide institutions, in originating loans, attracting deposits and providing other financial services. Our competitors are generally larger and may have significantly more resources, greater name recognition, and more extensive and established branch networks or geographic footprints than we do. Because of their scale, many of these competitors can be more aggressive than we can on loan and deposit pricing. In addition, many of our non-bank competitors have fewer regulatory constraints and may have lower cost structures. We expect competition to continue to intensify due to financial institution consolidation; legislative, regulatory and technological changes; and the emergence of alternative banking sources.

Our ability to compete successfully will depend on a number of factors, including, among other things:

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our ability to build and maintain long-term customer relationships while ensuring high ethical standards and safe and sound banking practices;

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the scope, relevance and pricing of products and services that we offer;

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customer satisfaction with our products and services;

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industry and general economic trends; and

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our ability to keep pace with technological advances and to invest in new technology.

Increased competition could require us to increase the rates we pay on deposits or lower the rates we offer on loans, which could reduce our profitability. Our failure to compete effectively in our primary markets could cause us to lose market share and could have a material adverse effect on our business, financial condition, results of operations and future prospects.

Our ability to maintain our reputation is critical to the success of our business.

Our business plan emphasizes relationship banking. We have benefitted from strong relationships with and among our customers, and also from our relationships with financial intermediaries. As a result, our reputation is one of the most valuable components of our business.

Our growth over the past several years has depended on attracting new customers from competing financial institutions and increasing our market share, primarily by the involvement in our primary markets and word-of-mouth advertising, rather than on growth in the market for banking services in our primary markets. As such, we strive to enhance our reputation by recruiting, hiring and retaining employees who share our core values of being an integral part of the communities we serve and delivering superior service to our customers. If our reputation is negatively affected by the actions of our employees or otherwise, our existing relationships may be damaged. We could lose some of our existing customers, including groups of large customers who have relationships with each other, and we may not be successful in attracting new customers. Any of these developments could have a material adverse effect on our business, financial condition, results of operations and future prospects.

Deterioration in the fiscal position of the U.S. federal government and downgrades in U.S. Treasury and federal agency securities could adversely affect us and our banking operations.

The long-term outlook for the fiscal position of the U.S. federal government is uncertain, as illustrated by the 2011 downgrade by certain rating agencies of the credit rating of the U.S. government and federal agencies. In addition to causing economic and financial market disruptions, any future downgrade, failure to raise the U.S. statutory debt limit, or deterioration in the fiscal outlook of the U.S. federal government, could, among other things, materially adversely affect the market value of the U.S. and other government and governmental agency securities that we hold, the availability of those securities as collateral for borrowing, and our ability to access capital markets on favorable terms. It also could increase interest rates and disrupt payment systems, money markets, and long-term or short-term fixed income markets, adversely affecting the cost and availability of funding, which could negatively affect our profitability. The adverse consequences of any downgrade could also extend to those to whom we extend credit and could adversely affect their ability to repay their loans. In addition, any resulting decline in the financial markets could affect the value of marketable securities that serve as collateral for our loans, which would, in turn, adversely affect our credit quality and could impede the growth that we expect to achieve within this segment of our loan portfolio. Any of these developments could have a material adverse effect on our business, financial condition, results of operations and future prospects.

The fair value of our investment securities can fluctuate due to factors outside of our control.

As of December 31, 2012, the fair value of our investment securities portfolio was approximately $191.2 million, which included a net unrealized gain of approximately $2.6 million. Factors beyond our control can significantly influence the fair value of securities in our portfolio and can cause potential adverse changes to the fair value of these securities. These factors include, but are not limited to, rating agency actions in respect of the securities, defaults by the issuer or with respect to the underlying securities, and changes in market interest rates and continued instability in the capital markets. Any of these factors, among others, could cause other-than-temporary impairments and realized or unrealized losses in future periods and declines in other comprehensive income, which could have a material adverse effect on our business, results of operations, financial condition and future prospects. The process for determining whether impairment of a security is other-than-temporary often requires complex, subjective judgments about whether there has been a significant deterioration in the financial condition of the issuer, whether management has the intent or ability to hold a security for a period of time sufficient to allow for any anticipated recovery in fair value, the future financial performance and liquidity of the issuer and any collateral underlying the security, and other relevant factors.

Our financial results depend on management’s selection of accounting methods and certain assumptions and estimates.

Our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with GAAP and with general practices within the financial services industry. The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of certain assets and liabilities, disclosure of contingent assets and liabilities and the reported amount of related revenues and expenses. Certain accounting policies inherently are based to a greater extent on estimates, assumptions and judgments of management and, as such, have a greater possibility of producing results that could be materially different than originally reported. They require management to make subjective or complex judgments, estimates or assumptions, and changes in those estimates or assumptions could have a significant impact on our consolidated financial statements. These critical accounting policies include the allowance for loan losses, accounting for income taxes, the determination of fair value for financial instruments and accounting for stock-based compensation. Because of the uncertainty of estimates involved in these matters, we may be required to significantly increase the allowance for loan losses or sustain loan losses that are significantly higher than the reserve provided, significantly increase our accrued tax liability or otherwise incur charges that could have a material adverse effect on our business, financial condition, results of operations and future prospects.

By engaging in derivative transactions, we are exposed to additional credit and market risk.

We use interest rate swaps to help manage our interest rate risk from recorded financial assets and liabilities when they can be demonstrated to effectively hedge a designated asset or liability and the asset or liability exposes us to interest rate risk or risks inherent in customer related derivatives. We use other derivative financial instruments to help manage other economic risks, such as liquidity and credit risk, including exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. Our derivative financial instruments are used to manage differences in the amount, timing, and duration of our known or expected cash receipts principally related to our fixed rate loan assets. We also have derivatives that result from a service we provide to certain qualifying customers approved through our credit process, and therefore, are not used to manage interest rate risk in our assets or liabilities. Hedging interest rate risk is a complex process, requiring sophisticated models and routine monitoring, and is not a perfect science. As a result of interest rate fluctuations, hedged assets and liabilities will appreciate or depreciate in market value. The effect of this unrealized appreciation or depreciation will generally be offset by income or loss on the derivative instruments that are linked to the hedged assets and liabilities. By engaging in derivative transactions, we are exposed to credit and market risk. If the counterparty fails to perform, credit risk exists to the extent of the fair value gain in the derivative. Market risk exists to the extent that interest rates change in ways that are significantly different from what we expected when we entered into the derivative transaction. The existence of credit and market risk associated with our derivative instruments could adversely affect our net interest income and, therefore, could have a material adverse effect on our business, financial condition, results of operations and future prospects.

We may be adversely affected by the soundness of other financial institutions.

Our ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial services companies are interrelated as a result of trading, clearing, counterparty, and other relationships. We have exposure to different industries and counterparties, and through transactions with counterparties in the financial services industry, including broker-dealers, commercial banks, investment banks, and other financial intermediaries. In addition, we participate in loans originated by other institutions and we participate in syndicated transactions (including shared national credits) in which other lenders serve as the lead bank. Further, our private banking channel relies on relationships with a number of other financial institutions for referrals. As a result, declines in the financial condition of, or even rumors or questions about, one or more financial institutions, financial service companies or the financial services industry generally, may lead to market-wide liquidity, asset quality or

other problems and could lead to losses or defaults by us or by other institutions. These problems, losses or defaults could have a material adverse effect on our business, financial condition, results of operations and future prospects.

We rely on third parties to provide key components of our business infrastructure, and a failure of these parties to perform for any reason could disrupt our operations.

Third parties provide key components of our business infrastructure such as data processing, internet connections, network access, core application processing, statement production and account analysis. Our business depends on the successful and uninterrupted functioning of our information technology and telecommunications systems and third-party servicers. The failure of these systems, or the termination of a third-party software license or service agreement on which any of these systems is based, could interrupt our operations. Because our information technology and telecommunications systems interface with and depend on third-party systems, we could experience service denials if demand for such services exceeds capacity or such third-party systems fail or experience interruptions. Replacing vendors or addressing other issues with our third-party service providers could entail significant delay and expense. If we are unable to efficiently replace ineffective service providers, or if we experience a significant, sustained or repeated, system failure or service denial, it could compromise our ability to operate effectively, damage our reputation, result in a loss of customer business, and subject us to additional regulatory scrutiny and possible financial liability, any of which could have a material adverse effect on our business, financial condition, results of operations and future prospects.

We utilize the information systems of third parties to monitor the value of and control marketable securities that collateralize our loans, and a failure of those systems or third parties could adversely affect our ability to assess and manage the risk in our loan portfolio.

A significant portion of our loan portfolio is secured by marketable securities that are held by third-party custodians or other financial services or wealth management firms. We utilize the systems of these third parties to provide information to us so that we can quickly and accurately monitor changes in value of the securities that serve as collateral. We also rely on these parties to provide control over marketable securities for purposes of perfecting our security interests and retaining the collateral in the applicable accounts. While we have been careful in selecting the third-parties with which we do business, we do not control their actions, their systems or the information that they provide to us. Any problems caused by these third parties, including as a result of their failure to provide services or information to us for any reason, or their performing services poorly or providing us with incorrect information, could adversely affect our ability to deliver products and services to our customers or could adversely affect our ability to manage, appropriately assess and react to risk in our loan portfolio, which, in turn, could have a material adverse effect on our business, financial condition, results of operations and future prospects.

We could be subject to losses, regulatory action or reputational harm due to fraudulent and negligent acts on the part of loan applicants, our borrowers, our employees and vendors.

In deciding whether to extend credit or enter into other transactions with clients and counterparties, we may rely on information furnished by or on behalf of clients and counterparties, including financial statements, property appraisals, title information, employment and income documentation, account information and other financial information. We may also rely on representations of clients and counterparties as to the accuracy and completeness of such information and, with respect to financial statements, on reports of independent auditors. Any such misrepresentation or incorrect or incomplete information may not be detected prior to funding a loan or during our ongoing monitoring of outstanding loans. In addition, one or more of our employees or vendors could cause a significant operational breakdown or failure, either as a result of human error or where an individual purposefully sabotages or fraudulently manipulates our loan documentation, operations or systems. Any of these developments could have a material adverse effect on our business, financial condition, results of operations and future prospects.

Unauthorized access, cyber-crime and other threats to data security may require significant resources, harm our reputation, and adversely affect our business.

We necessarily collect, use and hold personal and financial information concerning individuals and businesses with which we have a banking relationship. Threats to data security, including unauthorized access, and cyber-attacks, rapidly emerge and change, exposing us to additional costs for protection or remediation and competing time constraints to secure our data in accordance with customer expectations and statutory and regulatory privacy and other requirements. It is difficult or impossible to defend against every risk being posed by changing technologies, as well as criminal intent on committing cyber-crime. Increasing sophistication of cyber-criminals and terrorists make keeping up with new threats difficult and could result in a breach. Controls employed by our information technology department and our other employees and vendors could prove inadequate. We could also experience a breach due to intentional or negligent conduct on the part of employees or other internal sources, software bugs or other technical malfunctions, or other causes. As a result of any of these threats, our customer accounts may become vulnerable to account takeover schemes or cyber-fraud. Our systems and those of our third-party vendors may also become vulnerable to damage or disruption due to circumstances beyond our or their control, such as from catastrophic events, power anomalies or outages, natural disasters, network failures, and viruses and malware.

A breach of our security that results in unauthorized access to our data could expose us to a disruption or challenges relating to our daily operations as well as to data loss, litigation, damages, fines and penalties, significant increases in compliance costs, and reputational damage, any of which could have a material adverse effect on our business, results of operations, financial condition and future prospects.

Our growth and expansion strategy may involve strategic investments or acquisitions, and we may not be able to overcome risks associated with such transactions.

Although we plan to continue to grow our business organically, we are exploring opportunities to invest in or acquire a wealth management business that we believe would complement our existing business model. Our acquisition activities could be material to our business and involve a number of risks, including the following:

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incurring time and expense associated with identifying and evaluating potential acquisitions and negotiating potential transactions, resulting in our attention being diverted from the operation of our existing business;

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the lack of history among our management team in working together on acquisitions and related integration activities;

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the time, expense and difficulty of integrating the operations and personnel of the combined businesses;

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an inability to realize expected synergies;

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potential disruption of our ongoing banking business; and

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a loss of key employees or key customers following our investment or acquisition.

We may not be successful in overcoming these risks or any other problems encountered in connection with pending or potential investments or acquisitions. Our inability to overcome these risks could have an adverse effect on our ability to implement our business strategy and enhance shareholder value, which, in turn, could have a material adverse effect on our business, financial condition, results of operations and future prospects.

The market in which we operate is susceptible to hurricanes and other natural disasters and adverse weather which could result in a disruption of our operations and increases in loan losses.

A significant portion of our business is generated from markets that have been, and may continue to be, damaged by major hurricanes, floods, tropical storms and other natural disasters and adverse weather. Natural disasters can disrupt our operations, cause widespread property damage, and severely depress the local economies in which we operate. If the economies in our primary markets experience an overall decline as a result of a natural disaster, adverse weather, or other disaster, demand for loans and our other products and services could be reduced. In addition, the rates of delinquencies, foreclosures, bankruptcies and losses on loan portfolios may increase substantially, as uninsured property losses or sustained job interruption or loss may materially impair the ability of borrowers to repay their loans. Moreover, the value of real estate or other collateral that secures the loans could be materially and adversely affected by a disaster. A disaster could, therefore, result in decreased revenue and loan losses that have a material adverse effect on our business, financial condition, results of operations and future prospects.

Our operations and clients are concentrated in large metropolitan areas in the United States, which could be the target of terrorist attacks.

A significant portion of our operations and our clients, as well as the properties securing our real estate loans outstanding are located in large metropolitan areas in the United States. These areas have been and may continue to be the target of terrorist attacks. A successful, major terrorist attack in one of our primary markets could severely disrupt our operations and the ability of our clients to do business with us, and cause losses to loans secured by properties in these areas. Such an attack could therefore have a material adverse effect on our business, results of operations, financial condition and future prospects.

We are subject to environmental liability risk associated with our lending activities.

In the course of our business, we may purchase real estate, or we may foreclose on and take title to real estate. As a result, we could be subject to environmental liabilities with respect to these properties. We may be held liable to a governmental entity or to third parties for property damage, personal injury, investigation and clean-up costs incurred by these parties in connection with environmental contamination or may be required to investigate or clean up hazardous or toxic substances or chemical releases at a property. The costs associated with investigation or remediation activities could be substantial. In addition, if we are the owner or former owner of a contaminated site, we may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination emanating from the property. Any significant environmental liabilities could cause a material adverse effect on our business, financial condition, results of operations and future prospects.

Risks Relating to the Regulation of our Industry

We operate in a highly regulated environment, which could have a material and adverse impact on our operations and activities, financial condition, results of operations, growth plans and future prospects.

Banking is highly regulated under federal and state law. We are subject to extensive regulation and supervision that governs almost all aspects of our operations. As a registered bank holding company, we are subject to supervision, regulation and examination by the Federal Reserve. As a commercial bank chartered under the laws of Pennsylvania, TriState Capital Bank is subject to supervision, regulation and examination by the Pennsylvania Department of Banking and Securities and the FDIC.

violation or practice, issue administrative orders that can be judicially enforced, direct increases in capital, direct the sale of subsidiaries or other assets, limit dividends and distributions, restrict growth, assess civil monetary penalties, remove officers and directors, and, with respect to banks, terminate our charter, terminate our deposit insurance or place the Bank into conservatorship or receivership. In general, these enforcement actions may be initiated for violations of laws and regulations or unsafe or unsound practices.

Compliance with the myriad laws and regulations applicable to our organization can be difficult and costly. In addition, these laws, regulations and policies are subject to continual review by governmental authorities, and changes to these laws, regulations and policies, including changes in interpretation or implementation of these laws, regulations and policies, could affect us in substantial and unpredictable ways and often impose additional compliance costs. Further, any new laws, rules and regulations, such as the Dodd-Frank Act, could make compliance more difficult or expensive. All of these laws and regulations, and the supervisory framework applicable to our industry, could have a material adverse impact on our operations and activities, financial condition, results of operations, growth plans and future prospects.

We are subject to increased regulatory requirements and supervision due to our de novo status.

TriState Capital Bank was chartered in 2007. Accordingly, TriState Capital Bank is subject to more stringent regulatory requirements and supervision than banks that have been established for a longer period of time. In 2009, the FDIC extended the period of heightened supervision for newly insured FDIC-supervised institutions from three to seven years. Our seven-year de novo period will expire in January 2014. Until that time, TriState Capital Bank will be subject to enhanced supervision and any material change in its business plan will require FDIC approval. These enhanced supervisory requirements could restrain our growth or limit our ability to engage in activities that our outside the scope of our business plan, which in turn could have a material adverse effect on our business, results of operations, financial condition and future prospects.

Federal and state bank regulators periodically examine our business and we may be required to remediate adverse examination findings.

The Federal Reserve, the FDIC and the Pennsylvania Department of Banking and Securities periodically examine our business, including our compliance with laws and regulations. If, as a result of an examination, a bank regulatory agency were to determine that our financial condition, capital resources, asset quality, earnings prospects, management, liquidity or other aspects of any of our operations had become unsatisfactory, or that we were in violation of any law or regulation, it may take a number of different remedial actions as it deems appropriate. These actions include the power to enjoin “unsafe or unsound” practices, to require affirmative action to correct any conditions resulting from any violation or practice, to issue an administrative order that can be judicially enforced, to direct an increase in our capital, to restrict our growth, to assess civil monetary penalties against our officers or directors, to remove officers and directors and, if it is concluded that such conditions cannot be corrected or there is an imminent risk of loss to depositors, to terminate TriState Capital Bank’s charter or deposit insurance and place the Bank into receivership or conservatorship. Any regulatory action against us could have a material adverse effect on our business, results of operations, financial condition and future prospects.

The Bank’s FDIC deposit insurance premiums and assessments may increase.

The deposits of TriState Capital Bank are insured by the FDIC up to legal limits and, accordingly, subject it to the payment of FDIC deposit insurance assessments. The Bank’s regular assessments are determined by its risk category, which is based on a combination of its financial ratios and supervisory ratings, which, among other things, generally demonstrates its regulatory capital levels and level of supervisory concern. High levels of bank failures since 2007 and increases in the statutory deposit insurance limits have increased costs to the FDIC in resolving bank failures and have put significant pressure on the Deposit Insurance Fund. In order to maintain a strong funding position and restore the reserve ratios of the Deposit Insurance Fund, the FDIC increased deposit insurance assessment rates and charged a special assessment to all FDIC-insured financial

institutions. Further increases in assessment rates or special assessments may occur in the future, especially if there are significant additional financial institution failures. Any material decline in our examination ratings could also increase our deposit insurance premiums. Any future special assessments, increases in assessment rates or required prepayments in FDIC insurance premiums could reduce our profitability or limit our ability to pursue certain business opportunities, which could have a material adverse effect on our business, financial condition, results of operations and future prospects.

The short-term and long-term impact of the newly proposed regulatory capital rules is uncertain.

On June 7, 2012, the federal banking agencies announced proposed rulemaking for the purpose of strengthening the regulatory capital requirements of all banking organizations in the United States. The proposal is designed to implement the requirements of the agreements reached by the Basel Committee on Banking Supervision. The proposed regulatory capital standards, commonly known as Basel III, were subject to public comment through October 22, 2012. The Basel III proposals were initially expected to begin phasing in on January 1, 2013, but in a statement released on November 9, 2012, the joint federal banking regulatory agencies announced that the implementation of the proposed rules to effect Basel III in the United States was indefinitely delayed. No new time frame for implementation was provided.

Basel III creates a new regulatory capital standard based on tier 1 common equity and increases the minimum leverage and risk-based capital ratios applicable to all banking organizations. Basel III also changes how a number of the regulatory capital components are calculated. We cannot predict whether the proposed rules will be adopted in the form proposed or if they will be modified in any material way during the rulemaking process. Moreover, although we expect that the rulemaking process will result in generally higher regulatory capital standards, it is not certain at this time how any new standards will ultimately be applied to TriState Capital Bank and us. A significant increase in our capital requirement could reduce our growth and profitability and could have a material adverse effect on our business, financial condition, results of operations and future prospects.

We are subject to numerous laws designed to protect consumers, including the Community Reinvestment Act and fair lending laws, and failure to comply with these laws could lead to a wide variety of sanctions.

The Community Reinvestment Act, the Equal Credit Opportunity Act, the Fair Housing Act and other fair lending laws and regulations impose nondiscriminatory lending requirements on financial institutions. The Consumer Financial Protection Bureau, the Department of Justice and other federal agencies are responsible for enforcing these laws and regulations. A successful regulatory challenge to an institution’s performance under the Community Reinvestment Act or fair lending laws and regulations could result in a wide variety of sanctions, including damages and civil money penalties, injunctive relief, restrictions on mergers and acquisitions activity, restrictions on expansion, and restrictions on entering new business lines. Private parties may also have the ability to challenge an institution’s performance under fair lending laws in private class action litigation. Such actions could have a material adverse effect on our business, financial condition, results of operations and future prospects.

We face a risk of noncompliance and enforcement action with the Bank Secrecy Act and other anti-money laundering statutes and regulations.

The Bank Secrecy Act, the USA PATRIOT Act of 2001, and other laws and regulations require financial institutions, among other duties, to institute and maintain an effective anti-money laundering program and file suspicious activity and currency transaction reports when appropriate. In addition to other bank regulatory agencies, the federal Financial Crimes Enforcement Network of the Department of the Treasury is authorized to impose significant civil money penalties for violations of those requirements and has recently engaged in coordinated enforcement efforts with the state and federal banking regulators, as well as the U.S. Department of Justice, Consumer Financial Protection Bureau, Drug Enforcement Administration, and Internal Revenue Service. We are also subject to increased scrutiny of compliance with the rules enforced by the Office of

Foreign Assets Control of the Department of the Treasury regarding, among other things, the prohibition of transacting business with, and the need to freeze assets of, certain persons and organizations identified as a threat to the national security, foreign policy or economy of the United States. If our policies, procedures and systems are deemed deficient, we would be subject to liability, including fines and regulatory actions, which may include restrictions on our ability to pay dividends and the necessity to obtain regulatory approvals to proceed with certain aspects of our business plan, including our acquisition plans. Failure to maintain and implement adequate programs to combat money laundering and terrorist financing could also have serious reputational consequences for us. Any of these results could have a material adverse effect on our business, financial condition, results of operations and future prospects.

Risks Relating to an Investment in our Common Stock

An active, liquid market for our common stock may not develop or be sustained following this offering.

Prior to this offering, there has been no established public market for our common stock. We intend to apply to list our common stock on Nasdaq, but our application may not be approved, or if approved we may be unable to meet continued listing standards. In addition, an active, liquid trading market for our common stock may not develop or be sustained following this offering. A public trading market having the desired characteristics of depth, liquidity and orderliness depends upon the presence in the marketplace and independent decisions of willing buyers and sellers of our common stock, over which we have no control. Without an active, liquid trading market for our common stock, shareholders may not be able to sell their shares at the volume, prices and times desired. Moreover, the lack of an established market could materially and adversely affect the value of our common stock.

The market price of our common stock may be subject to substantial fluctuations, which may make it difficult for you to sell your shares at the volume, prices and times desired.

The market price of our common stock may be highly volatile, which may make it difficult for you to resell your shares at the volume, prices and times desired. There are many factors that may impact the market price and trading volume of our common stock, including, without limitation:

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actual or anticipated fluctuations in our operating results, financial condition or asset quality;

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changes in economic or business conditions;

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the effects of, and changes in, trade, monetary and fiscal policies, including the interest rate policies of the Federal Reserve;

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publication of research reports about us, our competitors, or the financial services industry generally, or changes in, or failure to meet, securities analysts’ estimates of our financial and operating performance, or lack of research reports by industry analysts or ceasing of coverage;

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operating and stock price performance of companies that investors deemed comparable to us;

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additional or anticipated sales of our common stock or other securities by us or our existing shareholders;

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additions or departures of key personnel;

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perceptions in the marketplace regarding our competitors and/or us;

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significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving our competitors or us;

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other economic, competitive, governmental, regulatory and technological factors affecting our operations, pricing, products and services; and

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other news, announcements or disclosures (whether by us or others) related to us, our competitors, our core market or the financial services industry.

The stock market and, in particular, the market for financial institution stocks have experienced substantial fluctuations in recent years, which in many cases have been unrelated to the operating performance and prospects of particular companies. In addition, significant fluctuations in the trading volume in our common stock may cause significant price variations to occur. Increased market volatility may materially and adversely affect the market price of our common stock, which could make it difficult to sell your shares at the volume, prices and times desired.

The market price of our common stock could decline significantly due to actual or anticipated issuances or sales of our common stock in the future.

Actual or anticipated issuances or sales of substantial amounts of our common stock following this offering could cause the market price of our common stock to decline significantly and make it more difficult for us to sell equity or equity-related securities in the future at a time and on terms that we deem appropriate. The issuance of any shares of our common stock in the future also would, and equity-related securities could, dilute the percentage ownership interest held by shareholders prior to such issuance. All of the shares of common stock sold in this offering (or shares if the underwriters exercise in full their over-allotment option) will be freely tradable, except that any shares purchased by our “affiliates” (as that term is defined in Rule 144 under the Securities Act of 1933, as amended, or the Securities Act) may be resold only in compliance with the limitations described under “Shares Eligible For Future Sale.” The remaining outstanding shares of our common stock will be deemed to be “restricted securities” as that term is defined in Rule 144, and may be resold in the U.S. only if they are registered for resale under the Securities Act or an exemption, such as Rule 144, if available. In addition, certain of our shareholders have registration rights which, if exercised, could adversely impact the market price of our common stock. We also intend to file a registration statement on Form S-8 under the Securities Act to register an aggregate of approximately shares of common stock issued or reserved for future issuance under our stock incentive plan. We may issue all of these shares without any action or approval by our shareholders, and these shares, once issued (including upon exercise of outstanding options), will be available for sale into the public market, subject to the restrictions described above, if applicable, for affiliate holders.

Investors in this offering will experience immediate and substantial dilution.

If you purchase common stock in this offering, you will pay more for your shares than the amounts paid by existing shareholders for their shares. As a result, you will incur immediate and substantial dilution of $ per share, representing the difference between the initial public offering price of $ per share (the midpoint of the range set forth on the cover page of this prospectus) and our pro forma as adjusted net tangible book value per share after giving effect to the conversion of our Series C preferred stock and this offering. Accordingly, if we were liquidated at our pro forma as adjusted net tangible book value, you would not receive the full amount of your investment.

Securities analysts may not initiate or continue coverage on our common stock.

The trading market for our common stock will depend in part on the research and reports that securities analysts publish about us and our business. We do not have any control over these securities analysts, and they may not cover our common stock. If securities analysts do not cover our common stock, the lack of research coverage may adversely affect its market price. If we are covered by securities analysts, and our common stock is the subject of an unfavorable report, the price of our common stock may decline. If one or more of these analysts cease to cover us or fail to publish regular reports on us, we could lose visibility in the financial markets, which could cause the price or trading volume of our common stock to decline.

We have significant investors whose individual interests may differ from yours.

In August 2012, we completed a private placement of our Series C preferred stock in which we raised gross proceeds of approximately $50.0 million. As a result of this private placement, a significant portion of

our outstanding equity is currently held by two investment funds managed by Lovell Minnick Partners LLC. Collectively, these funds beneficially owned approximately 21.9% of our outstanding voting stock as of February 28, 2013. All of the shares of our Series C preferred stock will convert into shares of our common stock, with a conversion ratio of 100 shares of common stock for each share of Series C preferred stock, in connection with this offering. Following the closing of this offering, these funds will beneficially own approximately % of our outstanding common stock. These funds will have a significant level of influence because of their level of ownership, including a greater ability than you and our other shareholders to influence the election of directors and the potential outcome of other matters submitted to a vote of our shareholders, such as mergers, the sale of substantially all of our assets and other extraordinary corporate matters. These funds also have certain rights, such as board representation rights, access rights and registration rights that our other shareholders do not have. The interests of these funds could conflict with the interests of our other shareholders, including you, and any future transfer by these funds of their shares of preferred or common stock to other investors who have different business objectives could have a material adverse effect on our business, results of operations, financial condition, future prospects and the market value of our common stock.

Our current management and board of directors have significant control over our business.

As of February 28, 2013, our directors and executive officers beneficially owned an aggregate of 7,939,604 shares, or approximately 33.9%, of our issued and outstanding shares of voting stock. Following the closing of this offering, our directors and executive officers will beneficially own approximately % of our outstanding common stock. Consequently, our directors and executive officers, acting together, may be able to significantly affect the outcome of the election of directors and the potential outcome of other matters submitted to a vote of our shareholders, such as mergers, the sale of substantially all of our assets and other extraordinary corporate matters. The interests of these insiders could conflict with the interest of our shareholders, including you.

We have broad discretion in the use of the net proceeds to us from this offering, and our use of these proceeds may not yield a favorable return on your investment.

We intend to use the net proceeds to us from this offering for general corporate purposes, which may include maintaining liquidity at the holding company, providing equity capital to the Bank to fund balance sheet growth or working capital needs, our working capital needs, and funding investments in, or acquisitions of, wealth management businesses. We have not specifically allocated the amount of net proceeds to us that will be used for these purposes and our management will have broad discretion over how these proceeds are used and could spend these proceeds in ways with which you may not agree. In addition, we may not use the net proceeds to us from this offering effectively or in a manner that increases our market value or enhances our profitability. We have not established a timetable for the effective deployment of the net proceeds to us, and we cannot predict how long it will take to deploy these proceeds. Investing the net proceeds to us in securities until we are able to deploy these proceeds will provide lower yields than we generally earn on loans, which may have an adverse effect on our profitability.

The rights of holders of our common stock will be subordinate to the rights of holders of any debt securities that we may issue and may be subordinate to the rights of holders of any other class of preferred stock that we may issue in the future.

Our board of directors has the authority to issue debt securities or an aggregate of up to 150,000 shares of preferred stock on the terms it determines without shareholder approval. Although we currently have no plans, arrangements or understandings to issue any debt or shares of preferred stock, you should assume that any debt or shares of preferred stock that we may issue in the future will be senior to our common stock. Because our decision to issue debt or equity securities or incur other borrowings in the future will depend on market conditions and other factors beyond our control, the amount, timing, nature or success of our future capital raising efforts is uncertain. Thus, holders of our common stock bear the risk that our future issuances of debt or equity securities or our incurrence of other borrowings will negatively affect the market price of our common stock.

Fulfilling our public company financial reporting and other regulatory obligations will be expensive and time consuming, and it may strain our resources.

As a public company, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and will be required to implement specific corporate governance practices and adhere to a variety of reporting requirements under the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, and the related rules and regulations of the Securities Exchange Commission, or the SEC, as well as the rules of Nasdaq. In particular, we will be required to file with the SEC annual, quarterly and current reports with respect to our business and financial condition. Compliance with these requirements will place significant demands on our legal, accounting and finance staff and on our accounting, financial and information systems and will increase our legal and accounting compliance costs as well as our compensation expense if we need to hire additional accounting, finance, legal and internal audit staff to comply with these reporting requirements. As a public company we will also need to enhance our investor relations, marketing and corporate communications functions. These additional efforts may strain our resources and divert management’s attention from other business concerns, which could have a material adverse effect on our business, financial condition, results of operations and future prospects.

We are an “emerging growth company,” and the reduced regulatory and reporting requirements applicable to emerging growth companies may make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act, or the JOBS Act. For as long as we continue to be an emerging growth company we may to take advantage of reduced regulatory and reporting requirements that are otherwise generally applicable to public companies. These include, without limitation, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced financial reporting requirements, reduced disclosure obligations regarding executive compensation, and exemptions from the requirements of holding non-binding advisory votes on executive compensation and golden parachute payments. The JOBS Act also permits an “emerging growth company” such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. However, we have irrevocably “opted out” of this provision, and we will comply with new or revised accounting standards to the same extent that compliance is required for non-emerging growth companies.

We may take advantage of these provisions for up to five years, unless we earlier cease to be an emerging growth company, which would occur if our annual gross revenues exceed $1.0 billion, if we issue more than $1.0 billion in non-convertible debt in a three year period, or if the market value of our common stock held by non-affiliates exceeds $700.0 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31. Investors may find our common stock less attractive if we rely on the exemptions, which may result in a less active trading market and increased volatility in our stock price.

We do not intend, and face regulatory restrictions on our ability, to pay dividends in the foreseeable future.

We have not paid any dividends on our common stock since inception, and we do not intend to pay dividends for the foreseeable future. Instead, we anticipate that all of our future earnings will be used for working capital, to support our operations and to finance the growth and development of our business. In addition, we are subject to certain restrictions on the payment of cash dividends as a result of banking laws, regulations and policies. For example, in connection with the Federal Reserve’s approval of our application to become a registered bank holding company for TriState Capital Bank, we have agreed that we will not declare or pay any cash dividends without the prior written approval of the Federal Reserve Bank of Cleveland. Finally, because TriState Capital Bank is our only material asset, our ability to pay dividends to our shareholders depends on our receipt of dividends from the Bank, which is also subject to restrictions on dividends as a result of banking laws, regulations and policies. Accordingly, if the receipt of dividends over the near term is important to you, you should not invest in our common stock.

Our corporate governance documents, and certain corporate and banking laws applicable to us, could make a takeover more difficult.

Certain provisions of our articles of incorporation and bylaws, and corporate and federal banking laws, could make it more difficult for a third party to acquire control of our organization or conduct a proxy contest, even if those events were perceived by many of our shareholders as beneficial to their interests. These provisions, and the corporate and banking laws and regulations applicable to us:

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empower our board of directors, without shareholder approval, to issue our preferred stock, the terms of which, including voting power, are set by our board of directors;

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divide our board of directors into four classes serving staggered four-year terms;

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eliminate cumulative voting in elections of directors;

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require the request of holders of at least 10% of the outstanding shares of our capital stock entitled to vote at a meeting to call a special shareholders’ meeting;

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require at least 60 days’ advance notice of nominations for the election of directors and the presentation of shareholder proposals at meetings of shareholders; and

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require prior regulatory application and approval of any transaction involving control of our organization.

These provisions may discourage potential acquisition proposals and could delay or prevent a change in control, including under circumstances in which our shareholders might otherwise receive a premium over the market price of our shares.

An investment in our common stock is not an insured deposit and is subject to risk of loss.

Your investment in our common stock will not be a bank deposit and will not be insured or guaranteed by the FDIC or any other government agency. Your investment will be subject to investment risk, and you must be capable of affording the loss of your entire investment.

INDUSTRY AND MARKET DATA

Industry and market data used in this prospectus has been obtained from independent industry sources and publications available to the public, sometimes with a subscription fee, as well as from research reports prepared for other purposes. We did not commission the preparation of any of the sources or publications referred to in this prospectus. Industry publications and surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable. We have not independently verified the data obtained from these sources. Forward-looking information obtained from these sources is subject to the same qualifications and the additional uncertainties regarding the other forward-looking statements in this prospectus. Trademarks used in this prospectus are the property of their respective owners, although for presentational convenience we may not use the ^® or the ™ symbols to identify such trademarks.

IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY

As a company with less than $1.0 billion in gross revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the JOBS Act. An emerging growth company may take advantage of reduced regulatory and reporting requirements that are otherwise generally applicable to public companies. As an emerging growth company:

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we may present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A;

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we are exempt from the requirement to obtain an attestation and report from our auditors on the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act;

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we are permitted to provide less extensive disclosure about our executive compensation arrangements; and

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we are not required to hold non-binding advisory votes on executive compensation or golden parachute arrangements.

We may take advantage of these provisions for up to five years unless we earlier cease to be an emerging growth company. We will cease to be an emerging growth company if we have more than $1.0 billion in annual gross revenues, have more than $700.0 million in market value of our common stock held by non-affiliates as of any June 30 before that time, or issue more than $1.0 billion of non-convertible debt in a three-year period. We may choose to take advantage of some but not all of these reduced burdens. We have elected in this prospectus to take advantage of scaled disclosure relating to executive compensation arrangements.

The JOBS Act also permits an “emerging growth company” such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. However, we have “opted out” of this provision. As a result, we will comply with new or revised accounting standards to the same extent that compliance is required for non-emerging growth companies. This decision to opt out of the extended transition period under the JOBS Act is irrevocable.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements within the meaning of section 27A of the Securities Act and section 21E of the Exchange Act. These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,”

“intend,” “plan,” “projection,” “would” and “outlook,” or the negative version of those words or other comparable of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.

There are or will be important factors that could cause our actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, the following:

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deterioration of our asset quality;

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our ability to prudently manage our growth and execute our strategy;

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changes in the value of collateral securing our loans;

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business and economic conditions generally and in the financial services industry, nationally and within our local market area;

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changes in management personnel;

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our ability to maintain important deposit customer relationships, our reputation or otherwise avoid liquidity risks;

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operational risks associated with our business;

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volatility and direction of market interest rates;

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increased competition in the financial services industry, particularly from regional and national institutions;

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changes in the laws, rules, regulations, interpretations or policies relating to financial institution, accounting, tax, trade, monetary and fiscal matters;

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further government intervention in the U.S. financial system;

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natural disasters and adverse weather, acts of terrorism, an outbreak of hostilities or other international or domestic calamities, and other matters beyond our control; and

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other factors that are discussed in the section titled “Risk Factors,” beginning on page 14.

The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this prospectus. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

USE OF PROCEEDS

We estimate that the net proceeds to us from the sale of our common stock in this offering will be approximately $ million, or approximately $ million if the underwriters elect to exercise in full their over-allotment option, assuming an initial public offering price of $ per share, the midpoint of the price range set forth on the cover of this prospectus, and after deducting estimated underwriting discounts and offering expenses. Each $1.00 increase (decrease) in the assumed initial public offering price would increase (decrease) the net proceeds to us of this offering by $ million, or $ million if the underwriters elect to exercise in full their over-allotment option, assuming the number of shares we sell, as set forth on the cover of this prospectus, remains the same, after deducting estimated underwriting discounts and offering expenses.

We intend to use the net proceeds to us from this offering for general corporate purposes, which may include maintaining liquidity at the holding company, providing equity capital to the Bank to fund balance sheet growth or working capital needs, our working capital needs, and funding investments in, or acquisitions of, wealth management businesses. We have not specifically allocated the amount of net proceeds to us that will be used for these purposes and our management will have broad discretion over how these proceeds are used. We are conducting this offering at this time because we believe that it will allow us to better execute our growth strategies. Although we may, from time to time in the ordinary course of our business, evaluate potential investments in, or acquisitions of, wealth management businesses, we do not have any arrangements, agreements or understandings relating to any investment in, or acquisition of, a wealth management business.

We will not receive any proceeds from the sale of our common stock by the selling shareholder.

DIVIDEND POLICY

We have not paid any dividends on our common stock since inception, and we do not intend to pay dividends for the foreseeable future. Instead, we anticipate that all of our future earnings will be used for working capital, to support our operations and to finance the growth and development of our business. Any future determination to pay dividends on our common stock will be made by our board of directors and will depend on a number of factors, including: (1) our historic and projected financial condition, liquidity and results of operations, (2) our capital levels and needs, (3) tax considerations, (4) any acquisitions or potential acquisitions that we may examine, (5) statutory and regulatory prohibitions and other limitations, (6) the terms of any credit agreements or other borrowing arrangements that restrict our ability to pay cash dividends, (7) general economic conditions and (8) other factors deemed relevant by our board of directors. We are not obligated to pay dividends on our common stock.

As a Pennsylvania corporation, we are subject to certain restrictions on dividends under the Pennsylvania Business Corporation Law. Generally, Pennsylvania law permits a business corporation such as us to pay dividends if, after giving effect to the dividend, it is able to pay its debts as they come due in the usual course of business so long as its assets exceed its liabilities. In addition, we are subject to certain restrictions on the payment of cash dividends as a result of banking laws, regulations and policies. For example, in connection with the Federal Reserve Board’s approval of our application to become a registered bank holding company for TriState Capital Bank, we have agreed that we will not declare or pay any cash dividends without the prior written approval of the Federal Reserve Bank of Cleveland. For additional information, see “Supervision and Regulation—Dividends.”

Because we are a bank holding company and do not engage directly in business activities of a material nature, our ability to pay dividends to our shareholders depends, in large part, upon our receipt of dividends from TriState Capital Bank, which is also subject to numerous limitations on the payment of dividends under federal and state banking laws, regulations and policies.

The present and future dividend policy of TriState Capital Bank is subject to the discretion of its board of directors.

CAPITALIZATION

The following table shows our capitalization, including regulatory capital ratios, on a consolidated basis, as of December 31, 2012:

•

on an actual basis;

•

on a pro forma basis to give effect to the conversion of 48,780.488 shares of our Series C preferred stock into 4,878,049 shares of our common stock upon the closing of this offering; and

•

on a pro forma as adjusted basis to give further effect to the sale of shares of our common stock in this offering and our receipt of the net proceeds to us from the sale by us of shares of common stock in this offering (assuming the underwriters do not exercise their over-allotment option) at an assumed initial public offering price of $ per share, the midpoint of the price range on the cover of this prospectus, after deducting estimated underwriting discounts and offering expenses.

The pro forma and pro forma as adjusted capitalization information below is illustrative only, and our cash and cash equivalents, common stock, additional paid-in capital, accumulated deficit, accumulated other comprehensive income, total shareholders’ equity, and total capitalization following the closing of this offering will be adjusted based on the actual initial public offering price and other terms of our initial public offering determined at pricing. You should read the following table in conjunction with the sections titled “Selected Historical Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Description of Capital Stock—Series C Preferred Stock,” and our consolidated financial statements and related notes appearing elsewhere in this prospectus.


	As of December 31, 2012 (unaudited)
	Actual			Pro forma			Pro forma as adjusted ⁽¹⁾
	(Dollars in thousands)
Cash and cash equivalents	$	200,080		$	200,080		$
Shareholders’ equity:
Preferred stock, no par value, 150,000 shares authorized:
Series C, 48,780.488 shares authorized, 48,780.488 shares issued and outstanding, actual; 0 shares issued and outstanding pro forma and pro forma as adjusted		46,011			—			—
Common stock, no par value, 45,000,000 shares authorized, 17,444,730 shares issued and outstanding, actual; 22,322,779 shares issued and outstanding pro forma; and shares issued and outstanding pro forma as adjusted		168,351			214,362
Additional paid-in capital		7,871			7,871			7,871
Accumulated deficit		(6,180	)		(6,180	)		(6,180	)
Accumulated other comprehensive income, net		1,671			1,671			1,671

Total shareholders’ equity	$	217,724		$	217,724		$

Book value per common share	$	9.84		$	9.75
Tangible book value per share ⁽²⁾	$	9.84		$	9.75
Capital ratios:
Total shareholders’ equity to assets		10.50	%		10.50	%			%
Tangible equity to tangible assets ⁽²⁾		10.50	%		10.50	%			%
Tier 1 leverage capital ratio		10.35	%		10.35	%			%
Tier 1 risk-based capital ratio		10.95	%		10.95	%			%
Total risk-based capital ratio		11.88	%		11.88	%			%

(1)

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share would increase (decrease) each of cash and cash equivalents, common stock, and total shareholders’ equity by $ million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and offering expenses. If the underwriters’ option to purchase additional shares to cover over-allotments is exercised in full, the pro forma as adjusted amount of each of cash and cash equivalents, common stock, and total shareholders’ equity would increase by approximately $ million, after deducting estimated underwriting discounts and offering expenses, and we would have shares of our common stock issued and outstanding, pro forma as adjusted.

(2)	These measures are not measures recognized under GAAP and are therefore considered to be non-GAAP financial measures. See “ Selected Historical Consolidated Financial Data—Non-GAAP Financial Measures ” for a reconciliation of these measures to their most directly comparable GAAP measures.

DILUTION

If you invest in our common stock, your ownership interest will be diluted to the extent that the initial public offering price per share of our common stock exceeds the pro forma as adjusted net tangible book value per share of our common stock immediately following this offering. Net tangible book value is equal to our total shareholders’ equity, less intangible assets. Pro forma net tangible book value per share of our common stock is equal to net tangible book value, divided by the number of shares of common stock outstanding after giving effect to the conversion of 48,780.488 shares of Series C preferred stock into 4,878,049 shares of our common stock upon the closing of this offering. As of December 31, 2012, the pro forma net tangible book value of our common stock was $ million, or $ per share.

Pro forma as adjusted net tangible book value per share of our common stock gives effect to the conversion of 48,780.488 shares of our Series C preferred stock into 4,878,049 shares of our common stock upon the closing of this offering and to our sale of shares of common stock in this offering (assuming the underwriters do not exercise their over-allotment option) at an assumed initial public offering price of per share, the midpoint of the price range on the cover of this prospectus, and after deducting estimated underwriting discounts and offering expenses. The pro forma as adjusted net tangible book value of our common stock at December 31, 2012 would have been approximately $ million, or $ per share. Therefore, this offering will result in an immediate increase of $ in the pro forma as adjusted net tangible book value per share of our common stock of existing shareholders and an immediate dilution of $ in the tangible book value per share of our common stock to investors purchasing shares in this offering, or approximately % of the assumed public offering price of $ per share.

The following table illustrates the calculation of the amount of dilution per share as of December 31, 2012 that a purchaser of our common stock in this offering will incur given the assumptions above:


Initial public offering price		$
Pro forma net tangible book value per common share as of December 31, 2012	$
Increase in pro forma net tangible book value per common share attributable to new investors

Pro forma as adjusted net tangible book value per common share

Dilution per common share to new investors from offering		$

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share would increase (decrease) our pro forma as adjusted net tangible book value per share after this offering by approximately $ and the pro forma as adjusted net tangible book value per share to investors in this offering by approximately $ per share, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and offering expenses.

If the underwriters’ option to purchase additional shares to cover over-allotments is exercised in full, the pro forma net tangible book value per share after giving effect to this offering would be approximately $ per share, and the dilution in pro forma as adjusted net tangible book value per share to investors in this offering would be approximately $ per share.

The following table summarizes the total consideration paid to us and the average price paid per share by existing shareholders and investors purchasing common stock in this offering. This information is presented on a pro forma as adjusted basis as of December 31, 2012, after giving effect to the conversion of 48,780.488 shares of our Series C preferred stock into 4,878,049 shares of our common stock upon the closing of this offering and our sale of shares of common stock in this offering (assuming the underwriters do not exercise their over-allotment option) at an assumed public offering price of $ per share.

Shares Purchased/Issued

Total Consideration

Average Price
Per Share

Number

Percent

Amount

Percent

(Dollars in thousands, except per-share data)

Existing shareholders

22,322,779

226,579

10.15

New investors in this offering

Total

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share would increase (decrease) total consideration paid by new investors by $ million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same.

Sales of shares of our common stock by the selling shareholder in this offering will reduce the number of shares of common stock held by existing shareholders to , or approximately % of the total shares of common stock outstanding after this offering, and will increase the number of shares held by new investors to , or approximately % of the total shares of common stock outstanding after this offering.

After giving effect to the sale of shares in this offering by us and the selling shareholder, if the underwriters’ option to purchase additional shares to cover over-allotments is exercised in full, our existing shareholders would own approximately % and our new investors would own approximately % of the total number of shares of our common stock outstanding after this offering.

The table above excludes 2,193,000 shares of common stock issuable upon exercise of outstanding stock options at a weighted average exercise price of $9.97 per share, which includes 1,518,500 shares of common stock issuable upon exercise of stock options that have vested. To the extent that any of the foregoing options are exercised, investors participating in this offering will experience further dilution.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This section presents management’s perspective on our financial condition and results of operations. The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes. To the extent that this discussion describes prior performance, the descriptions relate only to the periods listed, which may not be indicative of our future financial outcomes. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause results to differ materially from management’s expectations. Factors that could cause such differences are discussed in the sections titled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors.” We assume no obligation to update any of these forward-looking statements.

General

The following discussion and analysis presents our financial condition and results of operations on a consolidated basis. However, because we conduct all of our material business operations through TriState Capital Bank, the discussion and analysis relates to activities primarily conducted at TriState Capital Bank.

As a bank holding company that operates through one segment, we generate most of our revenue from interest on loans and investments, loan related fees and deposit-related fees. Our primary source of funding for our loans is deposits. Our largest expenses are interest on these deposits and salaries and related employee benefits. We measure our performance primarily through our pre-tax, pre-provision net revenue; net interest margin; efficiency ratio; ratio of provision for loan losses to average total loans; return on average assets and return on average equity, among other metrics, while maintaining appropriate regulatory leverage and risk-based capital ratios.

Executive Overview

TriState Capital Holdings, Inc. is a bank holding company headquartered in Pittsburgh, Pennsylvania. Through our wholly owned bank subsidiary, TriState Capital Bank, we serve middle market businesses in our primary markets throughout the states of Pennsylvania, Ohio, New Jersey and New York. We also serve high net worth individuals on a national basis through our private banking channel. We market and distribute our products and services through a scalable branchless banking model, which creates significant operating leverage throughout our business as we continue to grow.

Our success has been built upon the vision and focus of our executive management team to establish the premier regional business bank for middle market companies by combining the sophisticated banking products of a large financial institution with the personalized service of a community bank. Our management team and board of directors have extensive commercial banking and wealth management experience as well as valuable business relationships in the markets we serve. Our branchless banking model involves centralized deposit operations, underwriting, portfolio management, credit administration, compliance, and risk management, among other administrative functions at our headquarters, while utilizing our representative offices to market our loan and deposit products and services. We believe significant growth and enhanced profitability can be achieved as we further leverage the relationships of our sales force and our scalable infrastructure.

We are one of the fastest growing banks formed in 2007 and have maintained strong asset quality. Our significant organic loan growth is the result of our sales and distribution culture, niche lending focus and our disciplined approach to risk management. As of December 31, 2012, our diversified loan portfolio was composed of approximately 53.2% commercial and industrial loans, approximately 28.8% commercial real estate loans and approximately 18.0% private banking-personal loans.

costs inherent in traditional branch-based banking models. We also believe our deposit channels provide us with stable and diversified funding, as well as low all-in funding costs and greater scalability than traditional branch networks.

The primary measures we use to evaluate and manage our financial results are set forth in the table below. Although we believe these measures are meaningful in evaluating our results and financial condition, they may not be directly comparable to similar measures used by other financial services companies and may not provide an appropriate basis to compare our results or financial condition to the results or financial condition of our competitors. The following table sets forth the key financial measures we use to evaluate the success of our business and our financial position and operating performance.


	Key Financial Measures ⁽¹⁾
	Years ended December 31,
	2012			2011			2010
	(Dollars in thousands, except per share data)
Selected balance sheet measures:
Total assets	$	2,073,129		$	1,833,450		$	1,659,752
Total loans ⁽²⁾		1,641,628			1,406,995			1,283,745
Total deposits		1,823,379			1,637,126			1,470,600
Total shareholders’ equity		217,724			184,452			175,560
Selected statements of operations measures:
Total revenue ⁽³⁾		62,445			49,966			46,497
Net interest income before provision for loan losses		57,360			47,381			44,036
Pre-tax, pre-provision net revenue ⁽³⁾		24,580			15,972			12,905
Income before tax		17,509			11,956			7,654
Net income ⁽⁴⁾		10,672			7,218			15,228
Basic earnings per share ⁽⁴⁾		0.47			0.33			0.83
Diluted earnings per share ⁽⁴⁾		0.47			0.33			0.83
Other financial measures and ratios:
Return on average assets ⁽⁴⁾		0.55	%		0.41	%		0.91	%
Return on average equity ⁽⁴⁾		5.24	%		3.97	%		9.68	%
Net interest margin ⁽⁵⁾		2.94	%		2.67	%		2.61	%
Efficiency ratio ⁽³⁾		60.64	%		68.03	%		72.25	%
Revenue per average full-time equivalent employees ⁽³⁾	$	564		$	508		$	497
Pre-tax, pre-provision net revenue per average full-time equivalent employees ⁽³⁾	$	222		$	162		$	138
Provision for loan losses to average total loans		0.53	%		0.40	%		0.42	%
Net charge-offs to average total loans		0.43	%		0.46	%		0.31	%
Nonperforming assets to total assets ⁽⁶⁾		1.10	%		0.90	%		0.92	%
Allowance for loan losses to nonperforming loans ⁽⁶⁾		79.50	%		99.53	%		112.41	%
Allowance for loan losses to total loans ⁽²⁾		1.09	%		1.16	%		1.33	%

(1)

We have derived the selected balance sheet measures as of December 31, 2012 and 2011 and the selected statements of operations measures for the years ended December 31, 2012, 2011, and 2010 from our audited consolidated financial statements included elsewhere in this prospectus. We have derived the selected balance sheet measures as of December 31, 2010 from our audited consolidated statements of financial condition as of December 31, 2010 not included in this prospectus. The other financial measures and ratios are unaudited and derived from the financial statements as of and for the years presented. Average balances have been computed using daily averages. Our historical results may not be indicative of our results for any future period.

(2)	Total loans are net of unearned discounts and deferred fees and costs.

(3)	These measures are not measures recognized under GAAP and are therefore considered to be non-GAAP financial measures. See “Selected Historical Consolidated Financial Data—Non-GAAP Financial Measures” for a reconciliation of these measures to their most directly comparable GAAP measures.

(4)

(5)	Net interest margin is calculated on a fully taxable equivalent basis.

(6)	Nonperforming assets consist of nonperforming loans and real estate and other property that we have repossessed. Nonperforming loans consist of non-accrual loans.

2012 Operating Performance

For the year ended December, 31, 2012, our net income increased $3.5 million, or 47.9%, to $10.7 million, from $7.2 million for 2011. Pre-tax, pre-provision net revenue of $24.6 million for the year ended December 31, 2012, increased $8.6 million, or 53.9%, from $16.0 million for 2011. The increase in earnings was primarily attributable to 16.2% growth in our average loans outstanding for the year ended December 31, 2012, as compared to 2011, in conjunction with a 27 basis point widening of our net interest margin and further enhanced by our active management of expenses. Our loan growth during 2012 was primarily funded by growth in our deposits. As a result, diluted earnings per share increased $0.14, or 42.4%, to $0.47 for the year ended December 31, 2012, compared to $0.33 for 2011.

For the year ended December 31, 2012, our efficiency ratio improved to 60.64%, as compared to 68.03% for 2011. Pre-tax, pre-provision net revenue per average full-time equivalent employee improved to $222,000 for the year ended December 31, 2012, from $162,000 for 2011. Our total revenue, comprised of net interest income plus non-interest income, excluding gains on sale of investments, grew at a faster pace than non-interest expenses. Our total revenue grew 25.0% for the year ended December 31, 2012, as compared to 2011, while our non-interest expense grew 11.4% for the year ended December 31, 2012, as compared to 2011. Some of the key differentiating factors in our business model include that we do not operate a traditional branch network and our support and administrative functions are centralized. This model lessens the need for investment in costly branch infrastructures and allows our relationship managers to focus on generating loans, deposits and managing their portfolios while the centralized staff performs other day-to-day operational functions. A centralized support staff model also affords us greater efficiencies of scale. We believe our branchless business model and limited need for investment in infrastructure will make us increasingly more efficient than many of our competitors. Further, we expect our total revenue to continue to grow faster than our non-interest expense and, as a result, our efficiency metrics should continue to improve.

Our return on average assets was 0.55% for the year ended December 31, 2012, as compared to 0.41% for 2011. Our return on average equity was 5.24% for the year ended December 31, 2012, as compared to 3.97% for 2011. Net interest margin expanded 27 basis points, to 2.94% for the year ended December 31, 2012, as compared to 2.67% for 2011. This expansion was driven primarily by a decrease of 37 basis points in the rate paid on our average interest-bearing liabilities, partially offset by a 5 basis point decline in our yield on average earning assets due primarily to competitive pressure on our loans. While our rate reductions on deposits have allowed us to expand our net interest margin, we believe competition for quality commercial and private banking-personal loans, coupled with a prolonged low interest rate environment, may continue to have some downward pressure on the yields we earn on these loans. At the same time, we expect continued low interest rates for the foreseeable future to limit our ability to reduce rates paid on our deposits faster than our loan yields decline, without sacrificing loan or deposit growth, deposit source composition and competitive positioning. Accordingly, we believe our ability to continue to expand our net interest margin will be limited in a low interest rate environment. However, we believe we are positioned to expand our net interest margin in a rising interest rate environment. For more detail on the impact of changes in interest rates on our earnings, see “—Market Risk.”

Our total loans outstanding as of December 31, 2012 were $1.6 billion, which represented an increase of $234.6 million, or 16.7%, from $1.4 billion, as of December 31, 2011. The loan growth we achieved in 2012 kept pace with our historical growth and we believe was primarily attributable to our focus on attracting and retaining middle market business customers, as well as growth from our private banking channel that cultivates relationships with financial intermediaries. Going forward, although we expect ongoing strong competition for high quality loans, we also expect continuing success in attracting new customers and expanding our relationships with existing customers through our existing channels, including our recently opened New York representative office, and from the recent and future establishment of new private banking referral relationships. For additional information regarding our loan portfolio, see “—Financial Condition—Loans.”

Deposits, the largest component of our liabilities, increased $186.3 million, or 11.4%, to $1.8 billion as of December 31, 2012, from $1.6 billion as of December 31, 2011. The largest component of our deposit growth

was in money market and time deposits, including through the attraction and retention of deposits from our private banking customers as a result of our relationships with financial intermediaries. We expect to continue to fund the growth in our earning assets predominantly through growth in deposits, while also focusing on increasing the mix of non-brokered deposits through the attraction and retention of valuable, stable relationships with our middle market and private banking customers. For additional information regarding our deposits, see “—Financial Condition—Deposits.”

Net charge-offs as a percentage of average loans for the year ended December 31, 2012 improved to 0.43%, as compared to 0.46% for 2011. Our ratio of nonperforming assets as a percentage of total assets increase to 1.10% as of December 31, 2012, as compared to 0.90% as of December 31, 2011. Finally, our allowance for loan losses as a percentage of nonperforming loans decreased to 79.50% as of December 31, 2012, as compared to 99.53% as of December 31, 2011. We believe our emphasis on risk management and our credit culture is reflected in our ratio of nonperforming assets to total assets of 1.10% as of December 31, 2012, which is significantly lower than the weighted average ratio of 2.67% for U.S. banks with $1.0 billion to $3.0 billion in assets, for the same period, as reported by SNL Financial. In addition, our ratio of net charge-offs to average loans of 0.43% for the year ended December 31, 2012 was significantly lower than the 0.74% weighted average, according to SNL Financial, for the same peer group. Maintaining strong credit quality is a key focus for us and we endeavor to accomplish this through conservative underwriting, portfolio diversification and a formalized, periodic loan review process that involves our senior loan committee, which includes executive management, and third-party independent reviews. We expect a continued emphasis on maintaining a sound credit quality profile through a dedicated focus on attraction and retention of lower risk loans, such as those secured by marketable securities. For additional information, see “Business—Our Products and Services—Loans.”

In the third quarter of 2012, we opened our representative office in New York and have hired a market president, a commercial and industrial lender and a commercial real estate lender, who have begun generating business in this market. We expect to add additional resources to our New York representative office in 2013, including three additional relationship managers. As a result, we expect this market will contribute to our loan growth and become a material portion of our loan portfolio in the future.

2011 Operating Performance

For the year ended December 31, 2011, our net income decreased $8.0 million, or 52.6%, to $7.2 million, from $15.2 million for 2010. Our diluted earnings per share of $0.33 for the year-ended December 31, 2011, decreased $0.50, or 60.2%, from $0.83 for 2010. Pre-tax, pre-provision net revenue of $16.0 million for the year ended December 31, 2011 increased $3.1 million, or 23.8%, from $12.9 million for 2010. The decrease in net income and diluted earnings per share were primarily attributable to the one-time income tax benefit that we realized in 2010 as a result of the reversal of the valuation allowance that had been established for the net deferred tax asset primarily associated with our net operating losses for our initial three years of operations. The reversal of the net deferred tax asset valuation allowance accounted for $11.2 million of our 2010 after-tax net income, or $0.70 of our 2010 diluted earnings per share.

Our return on average assets was 0.41% for the year ended December 31, 2011, as compared to 0.91% for 2010. Our return on average equity was 3.97% for the year ended December 31, 2011, as compared to 9.68% for 2010. The reversal of the net deferred tax asset valuation allowance increased return on average assets and return on average equity by 0.67% and 7.14%, respectively, for 2010. Net interest margin was 2.67% for the year ended December 31, 2011, as compared to 2.61% for 2010. While the average yield on our earning assets decreased 16 basis points for the year-ended December 31, 2011, as compared to 2010, the average rate paid on our interest-bearing liabilities decreased 14 basis points for the year ended December 31, 2011, as compared to 2010, primarily as a result of rate reductions in our money market deposit, time deposit and CDARS ^® deposit accounts. Our net interest margin also benefited from an increase of $126.8 million in noninterest-bearing deposits, to $151.0 million as of December 31, 2011, from $24.2 million as of December 31, 2010. This increase was primarily driven by growth in deposits gathered as a result of the unlimited insurance coverage for noninterest-bearing transaction accounts that was provided under the Dodd-Frank Act. For additional information, see “—Deposits.” For the year ended December 31, 2011, our efficiency

ratio improved to 68.03%, as compared to 72.25% for 2010. Pre-tax, pre-provision net revenue per average full-time equivalent employees improved to $162,000 for the year ended December 31, 2011, from $138,000 for 2010. This improvement was primarily the result of our revenue growth of 7.5% for the year ended December 31, 2011, as compared to 2010, versus an increase of 1.2% in our non-interest expense for the year ended December 31, 2011, as compared to 2010.

Our total loans increased $123.2 million, or 9.6%, to $1.4 billion as of December 31, 2011, from $1.3 billion as of December 31, 2010. We believe this growth was primarily the result of our continued focus on middle market business customers and referral relationships with financial intermediaries through our private banking channels.

Deposits increased $166.5 million, or 11.3%, to $1.6 billion as of December 31, 2011, from $1.5 billion as of December 31, 2010. Growth in deposits primarily resulted from increases in deposits from our private banking customers through our relationships with financial intermediaries, coupled with increases in deposits from financial institutions.

Net charge-offs as a percentage of average loans for the year ended December 31, 2011 were 0.46%, as compared to 0.31% for 2010. Our ratio of nonperforming assets as a percentage of total assets was 0.90% as of December 31, 2011, as compared to 0.92% as of December 31, 2010. Our allowance for loan losses as a percentage of nonperforming loans was 99.53% as of December 31, 2011, as compared to 112.41% as of December 31, 2010. For additional information, see “—Allowance for Loan Losses.”

Results of Operations

Net Interest Income

Net interest income represents the difference between the interest and fees earned on interest-earning assets and the interest paid on interest-bearing liabilities. Net interest income is affected by changes in the volume of interest-earning assets and interest-bearing liabilities and changes in interest yields and rates paid. Maintaining consistent spreads between earning assets and interest-bearing liabilities is very significant to our financial performance because net interest income comprised 91.9%, 94.8% and 94.7% of total revenue (net interest income plus non-interest income, excluding gains realized on sales of investments securities classified as available-for-sale) for the years ended December 31, 2012, 2011 and 2010, respectively.

The table below reflects an analysis of net interest income, on a fully taxable equivalent basis, for the years indicated. The adjustment to convert certain income to a fully taxable equivalent basis consists of dividing tax exempt income by one minus the statutory federal income tax rate of 35.0%.


	Years Ended December 31,
	2012			2011			2010
	(Dollars in thousands)
Interest income	$	71,034		$	65,367		$	64,688
Fully taxable equivalent adjustment		129			—			—

Interest income adjusted		71,163			65,367			64,688
Interest expense		13,674			17,986			20,652

Net interest income adjusted	$	57,489		$	47,381		$	44,036

Yield on earning assets		3.65	%		3.70	%		3.86	%
Cost of interest-bearing liabilities		0.89	%		1.26	%		1.40	%
Net interest spread		2.76	%		2.44	%		2.46	%
Net interest margin ⁽¹⁾		2.94	%		2.67	%		2.61	%

(1)	Net interest margin is calculated on a fully taxable equivalent basis.

The following table provides information regarding the average balances and yields earned on interest-earning assets and the average balances and rates paid on interest-bearing liabilities for the years indicated. Non-accrual loans are included in the calculation of the average loan balances, while interest collected on non-accrual loans is recorded as a reduction to principal. Where applicable, interest income and yield are reflected on a tax equivalent basis, and have been adjusted based on the statutory federal income tax rate of 35.0%:


	Years Ended December 31,
	2012							2011							2010
	Average Balance		Interest Income ⁽¹⁾ / Expense		Average Yield/ Rate			Average Balance		Interest Income ⁽¹⁾ / Expense		Average Yield/ Rate			Average Balance		Interest Income ⁽¹⁾ / Expense		Average Yield/ Rate
	(Dollars in thousands)
Assets
Interest-earning deposits	$	180,621	$	582		0.32	%	$	257,741	$	744		0.28	%	$	311,419	$	932		0.30	%
Federal funds sold		8,127		10		0.12	%		10,634		9		0.08	%		2,667		7		0.26	%
Investment securities trading		2,951		52		1.76	%		—		—		0.00	%		—		—		0.00	%
Investment securities available-for-sale		183,976		3,213		1.75	%		146,862		2,416		1.65	%		93,844		1,636		1.74	%
Total loans		1,542,915		67,306		4.29	%		1,327,771		62,198		4.62	%		1,245,543		62,113		4.92	%

Total interest-earning assets		1,918,590		71,163		3.65	%		1,743,008		65,367		3.70	%		1,653,473		64,688		3.86	%

Cash and other assets		33,557							28,951							16,109

Total assets	$	1,952,147						$	1,771,959						$	1,669,582

Liabilities and Shareholders’ Equity
Interest-bearing deposits:
Interest-bearing checking accounts	$	3,714	$	3		0.08	%	$	5,540	$	27		0.49	%	$	74,267	$	301		0.41	%
Money market deposit accounts		685,030		4,062		0.59	%		619,607		5,482		0.88	%		509,670		5,387		1.06	%
Time deposits (excluding CDARS ^® )		470,219		5,995		1.27	%		346,366		6,164		1.78	%		249,220		5,721		2.30	%
CDARS ^® time deposits		377,571		3,591		0.95	%		453,526		6,313		1.39	%		639,799		9,243		1.44	%
Borrowings		5,451		23		0.42	%		—		—		0.00	%		—		—		0.00	%

Total interest-bearing liabilities		1,541,985		13,674		0.89	%		1,425,039		17,986		1.26	%		1,472,956		20,652		1.40	%

Noninterest-bearing deposits		191,352							150,996							24,169
Other liabilities		15,038							13,942							15,077
Shareholders’ equity		203,772							181,982							157,380

Total liabilities and shareholders’ equity	$	1,952,147						$	1,771,959						$	1,669,582

Net interest income			$	57,489						$	47,381						$	44,036

Net interest spread						2.76	%						2.44	%						2.46	%
Net interest margin ⁽¹⁾						2.94	%						2.67	%						2.61	%

(1)	Interest income and net interest margin are calculated on a fully taxable equivalent basis.

Net Interest Income for the Years Ended December 31, 2012 and 2011 . Net interest income increased $10.1 million, or 21.3%, to $57.5 million for the year ended December 31, 2012, from $47.4 million for 2011. The increase in net interest income for the year ended December 31, 2012 was primarily attributable to a $175.6 million, or 10.1%, increase in average interest-earning assets, coupled with an increase in net interest margin of 27 basis points to 2.94%. The increase in net interest income reflects an increase of $5.8 million, or 8.9%, in interest income, coupled with a decrease of $4.3 million, or 24.0%, in interest expense.

The increase in interest income was primarily the result of an increase in average total loans of $215.1 million, or 16.2%, which is our highest yielding earning asset and our core business, as well as an increase of $37.1 million, or 25.3%, in average investment securities available-for-sale, partially offset by a decrease in average interest-earning deposits of $77.1 million, or 29.9%, and a decrease of 33 basis points in yield on loans. The declining yields on our loans were reflective of market pressure from competition for higher quality loans. Although our yield on loans declined 33 basis points, the overall yield on interest-earning assets declined only five basis points to 3.65% for the year ended December 31, 2012, as compared to 3.70%

for 2011, primarily as a result of the shift in the composition of our earning assets from lower yielding interest-earning deposits to higher yielding loans and investment securities.

Although average interest-bearing liabilities for the year ended December 31, 2012, increased $116.9 million, or 8.2%, from 2011, our interest expense related to those liabilities decreased as a result of a 37 basis point reduction in the average rate paid on our average interest-bearing liabilities. The decrease in average rate paid was reflective of decreases in rates paid across all interest-bearing deposit categories, as well as a shift in our deposit mix. The increase in average interest-bearing liabilities was driven primarily by an increase of $65.4 million, or 10.6%, in average money market deposit accounts, coupled with an increase of $123.9 million, or 35.8%, in average time deposits (excluding CDARS ^® ), partially offset by a decline in average CDARS ^® time deposits of $76.0 million, or 16.8%. The increase in non-brokered funding sources included a $47.0 million, or 31.1%, increase in non-interest-bearing deposits.

As of December 31, 2012, we had $87.8 million in deposits that received FDIC insurance coverage above normal levels as a result of the unlimited insurance coverage for noninterest-bearing transaction accounts that was provided under the Dodd-Frank Act. A majority of those deposits were moved into the Promontory CDARS ^® program or the Promontory Insured Cash Sweep ^® program at the end of the fourth quarter, prior to the December 31, 2012 expiration of the additional insurance coverage for such accounts.

We expect to continue to experience pressure on the yield on our earning assets due to our focus on variable rate loans, including loans secured by marketable securities, maintaining strong asset quality and market competition. The opportunities to further reduce rates paid on our deposits may be more limited in the current low interest rate environment. Given our current balance sheet profile, we believe we are positioned to benefit from an increase in interest rates because 86.3% of our total loans, which are our principal source of revenue, are floating rate loans. To the extent interest rates increase, yields on our loans will increase at varying speeds, since approximately 29.9% of our floating rate loans had interest rate floors at December 31, 2012.

Net Interest Income for the Years Ended December 31, 2011 and 2010 . Net interest income increased $3.3 million, or 7.6%, to $47.4 million for the year ended December 31, 2011, from $44.1 million for 2010. The increase in net interest income in 2011 was primarily attributable to an increase in average interest-earning assets of $89.5 million, or 5.4%, coupled with an increase in net interest margin of 6 basis points, to 2.67%, in 2011. The increase in net interest income reflects an increase of $679,000, or 1.0%, in interest income, coupled with a decrease of $2.7 million, or 12.9%, in interest expense.

The increase in interest income was primarily attributable to an increase in average loans of $82.2 million, or 6.6%, as well as an increase of $53.0 million, or 56.5%, in average investment securities available-for-sale, partially offset by a decrease in average interest-earning deposits of $53.7 million, or 17.2%, and a decrease of 30 basis points in yield on total loans. This decline in yield was reflective of market pressure from competition for higher quality total loans and the historically low interest rate environment in which we were operating. Although our yield on loans declined 30 basis points, the overall yield on interest-earning assets declined only 16 basis points to 3.70% for the year ended December 31, 2011, as compared to 3.86% for 2010, as a result of the shift in the composition of our earning assets from lower yielding interest-earning deposits to higher yielding loans and investment securities.

Interest expense related to our interest-bearing liabilities declined primarily as a result of a $47.9 million, or 3.3%, decrease in average interest-bearing liabilities, coupled with a 14 basis point reduction in the average rate paid on those liabilities. The decrease in average rate paid was reflective of decreases in rates paid across substantially all interest-bearing deposit categories. The decrease in average interest-bearing liabilities was driven primarily by a decline in average CDARS ^® time deposits and average interest-bearing checking accounts, partially offset by increases in average money market deposit accounts and average time deposits (excluding CDARS ^® ). Although we experienced a decrease in average interest-bearing deposits, we funded our asset growth through an increase of $126.8 million, or 524.8%, in noninterest-bearing deposits. As of December 31, 2011, we had $185.1 million in deposits that received FDIC insurance coverage above the standard $250,000 level as a result of the unlimited insurance coverage for noninterest-bearing transaction accounts that was provided under the Dodd-Frank Act.

The following tables analyze the dollar amount of change in interest income and interest expense with respect to the primary components of interest-earning assets and interest-bearing liabilities. The table shows the amount of the change in interest income or interest expense caused by either changes in outstanding balances or changes in interest rates as of the periods indicated. The effect of a change in balances is measured by applying the average rate during the first period to the balance (“volume”) change between the two periods. The effect of changes in rate is measured by applying the change in rate between the two periods to the average volume during the first period.


	Years Ended December 31, 2012 over 2011
	Yield/Rate			Volume			Change ⁽¹⁾
	(In thousands)
Increase (decrease) in:
Interest income:
Interest-earning deposits	$	100		$	(262	)	$	(162	)
Federal funds sold		2			(1	)		1
Investment securities trading		26			26			52
Investment securities available-for-sale		137			660			797
Total loans		(3,879	)		8,987			5,108

Total increase (decrease) in interest income		(3,614	)		9,410			5,796

Interest expense:
Interest-bearing deposits:
Interest-bearing checking accounts		(17	)		(7	)		(24	)
Money market deposits accounts		(1,953	)		533			(1,420	)
Time deposits (excluding CDARS ^® )		(2,025	)		1,856			(169	)
CDARS ^® time deposits		(1,289	)		(1,433	)		(2,722	)
Long-term borrowings		12			11			23

Total increase (decrease) in interest expense		(5,272	)		960			(4,312	)

Total increase in net interest income	$	1,658		$	8,450		$	10,108

(1)	The change in interest due to mix has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each.


	Years Ended December 31, 2011 over 2010
	Yield/Rate			Volume			Change ⁽¹⁾
	(In thousands)
Increase (decrease) in:
Interest income:
Interest-earning deposits	$	(32	)	$	(156	)	$	(188	)
Federal funds sold		(1	)		3			2
Investment securities trading		—			—			—
Investment securities available-for-sale		(97	)		877			780
Total loans		(960	)		1,045			85

Total increase (decrease) in interest income		(1,090	)		1,769			679

Interest expense:
Interest-bearing deposits:
Interest-bearing checking accounts		77			(351	)		(274	)
Money market deposits accounts		(959	)		1,054			95
Time deposits (excluding CDARS ^® )		(1,469	)		1,912			443
CDARS ^® time deposits		(351	)		(2,579	)		(2,930	)
Long-term borrowings		—			—			—

Total increase (decrease) in interest expense		(2,702	)		36			(2,666	)

Total increase in net interest income	$	1,612		$	1,733		$	3,345

(1)	The change in interest due to mix has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each.

Provision for Loan Losses

The provision for loan losses represents our determination of the amount necessary to be charged against the current period’s earnings to maintain the allowance for loan losses at a level that is considered adequate in relation to the estimated losses inherent in the loan portfolio. For additional information regarding our allowance for loan losses, see “—Allowance for Loan Losses.”

Provision for Loan Losses for the Years Ended December 31, 2012 and 2011. We recorded an $8.2 million provision for loan losses for the year ended December 31, 2012, compared to $5.3 million for 2011. The increase was primarily attributable to an increase in specific reserves.

Commercial and Industrial: Provision for loan losses of $5.3 million was primarily the result of additions to specific reserves. The impact of the general reserve on our provision for loan losses related to growth in this loan portfolio was offset by an improvement in the overall risk ratings of the loans in the portfolio.

Commercial Real Estate: Provision for loan losses of $1.5 million was comprised of $2.4 million of additions to specific reserves, partially offset by a decrease of $876,000 related to general reserves, as a result of the decrease in the size of this loan portfolio during the year ended December 31, 2012.

Private Banking-Personal: Provision for loan losses of $1.4 million was comprised of $1.0 million resulting from additions to specific reserves, coupled with $432,000 resulting from additions to general reserves as a result of growth in the loan portfolio.

Provision for Loan Losses for the Years Ended December 31, 2011 and 2010. We recorded a $5.3 million provision for loan losses for each of the years ended December 31, 2011 and 2010. The impact of growth in total loans, coupled with an increase in specific reserves, was offset by an improvement in the overall mix of risk ratings.

Commercial and Industrial: Provision for loan losses of $2.3 million was comprised of $800,000 resulting from additions to specific reserves, coupled with $1.5 million resulting from additions to general reserves related to growth in this loan portfolio in 2011.

Commercial Real Estate: Provision for loan losses of $3.0 million was primarily the result of additions to specific reserves. General reserves for this loan portfolio were not significantly impacted as the portfolio experienced minimal growth in 2011.

Private Banking-Personal: Provision for loan losses of $99,000 was the result of growth in this loan portfolio during 2011.

Non-Interest Income

Non-interest income is an important component of our revenue and it is comprised primarily of certain fees generated from loan and deposit relationships with our customers, coupled with income generated from swap transactions entered into as a direct result of transactions with our customers. In addition, from time to time as opportunities arise, we sell portions of our investment securities. Although we expect sales of investment securities to occur regularly as a part of our banking operations, gains or losses experienced on these sales are less predictable than many of the other components of our non-interest income because the amount of realized gains or losses are impacted by a number of factors, including the nature of the security sold, the purpose of the sale, the interest rate environment and other market conditions. The following tables present the components of our non-interest income for the years indicated.


	Years Ended December 31,				2012 Change from 2011
	2012		2011		Amount			Percent
	(Dollars in thousands)
Service charges	$	433	$	393	$	40			10.2	%
Gain on the sale of investments		1,114		1,323		(209	)		(15.8	%)
Gain on the sale of loans		—		5		(5	)		(100.0	%)
Swap fees		903		70		833			1,190.0	%
Commitment and other fees		2,716		1,882		834			44.3	%
Other income ⁽¹⁾		1,033		235		798			339.6	%

Total non-interest income	$	6,199	$	3,908	$	2,291			58.6	%

(1)	Other income includes such items as bank owned life insurance, change in the market value of swap related assets, trading gains and other general operating income, none of which account for 1% or more of total interest income and non-interest income combined.


	Years Ended December 31,					2011 Change from 2010
	2011		2010			Amount			Percent
	(Dollars in thousands)
Service charges	$	393	$	357		$	36			10.1	%
Gain on the sale of investments		1,323		—			1,323			0.0	%
Gain on the sale of loans		5		486			(481	)		(99.0	%)
Swap fees		70		189			(119	)		(63.0	%)
Commitment and other fees		1,882		1,558			324			20.8	%
Other income (loss) ⁽¹⁾		235		(129	)		364			(282.2	%)

Total non-interest income	$	3,908	$	2,461		$	1,447			58.8	%

(1)	Other income includes such items as bank owned life insurance, change in the market value of swap related assets, trading gains and other general operating income, none of which account for 1% or more of total interest income and non-interest income combined.

Non-Interest Income for the Years Ended December 31, 2012 and 2011. Our non-interest income was $6.2 million for the year ended December 31, 2012, an increase of $2.3 million, or 58.6%, from $3.9 million for 2011, primarily related to increases in swap fees, commitment and other fees, and other income.

Swap fees of $903,000 for the year ended December 31, 2012, represented an increase of $833,000 from 2011, driven by an increase in customer demand for long-term interest rate protection based upon overall market expectations.

We recognized a gain on the sale of investments of $1.1 million for the year ended December 31, 2012, representing a decrease of $209,000 or 15.8% from 2011. During 2012 and 2011, we identified opportunities in the market place to sell certain investment securities to help fund our loan growth. Although income resulting from these transactions is reported within non-interest income, we exclude such income in the computation of our revenue and efficiency ratio, since we view these transactions as an opportunistic component of our funding strategy and not as a core component of our non-interest income. In addition, the level and frequency of income generated from these transactions can vary materially based on market conditions.

Commitment and other fees for the year ended December 31, 2012, increased $834,000, or 44.3%, to $2.7 million, compared to $1.9 million for 2011, driven largely by growth in unused commitment fees, letter of credit fees and loan prepayment fees.

Other income of $1.0 million for the year ended December 31, 2012, increased $798,000 from $235,000 for 2011, primarily due to gains of $507,000 realized from trading activity in our investment portfolio during the year ended December 31, 2012, compared to no activity for 2011.

We expect continued growth in non-interest income, commensurate with our continued growth in loans and deposits. In addition, we may increase our level of non-interest income with an investment in, or acquisition of, a wealth management business. We believe the addition of a wealth management business would be complementary to our existing business model, especially as it relates to our private banking customers. For additional information, see “Business—Our Business Strategy—Our Wealth Management Strategy.”

Non-Interest Income for the Years Ended December 31, 2011 and 2010. For the year ended December 31, 2011, our non-interest income was $3.9 million, compared to $2.5 million for 2010, representing an increase of $1.4 million, or 58.8%. The increase was primarily attributable to increases in gain on sale of investments, commitment and other fees, and other income, partially offset by a decrease in gain in sales of loans.

We recognized a gain on the sale of investments of $1.3 million for the year ended December 31, 2011, compared to no gain on sale of investments for 2010. We elected to sell certain investments, classified as available-for-sale, in 2011 to take advantage of market conditions. Gain on the sale of loans decreased by $481,000 to $5,000 for the year ended December 31, 2011, compared to 2010. In 2010, we proactively sold certain commercial real estate loans and reduced the overall commercial real estate exposure in our loan portfolio. We do not anticipate material levels of loan sales in future years.

Commitment and other fees for the year ended December 31, 2011 increased $324,000, or 20.8%, to $1.9 million, compared to 2010, related to an increase in the volume of outstanding commitments and letters of credits.

For the year ended December 31, 2011, other non-interest income increased $364,000 to $235,000, primarily as a result of an increase in income related to our bank-owned life insurance policy.

Non-Interest Expense

Our non-interest expense represents the operating cost of maintaining and growing our business. The largest portion of non-interest expense is compensation and employee benefits, which includes employee payroll expense as well as the cost of incentive compensation, benefit plans, health insurance and payroll taxes, all of which are impacted by the growth in our employee base, coupled with increases in the level of compensation and benefits of our existing employees. The following tables present the components of our non-interest expense for the years indicated.


	Years Ended December 31,				2012 Change from 2011
	2012		2011		Amount			Percent
	(Dollars in thousands)
Compensation and employee benefits	$	24,106	$	21,115	$	2,991			14.2	%
Premises and occupancy costs		2,826		2,380		446			18.7	%
Professional fees		3,025		3,070		(45	)		(1.5	%)
FDIC insurance expense		1,397		1,917		(520	)		(27.1	%)
State capital shares tax		806		1,319		(513	)		(38.9	%)
Travel and entertainment expense		1,231		1,139		92			8.1	%
Data processing expense		843		701		142			20.3	%
Charitable contributions Other operating expenses ⁽¹⁾		856 2,775		316 2,037		540 738			170.9 36.2	% %

Total non-interest expense	$	37,865	$	33,994	$	3,871			11.4	%

Full-time equivalent employees		119		103		16			15.5	%

(1)

Other operating expenses includes such items as courier expenses, due from bank charges, software amortization and maintenance, charitable contributions, telephone, marketing, employee-related expenses and other general operating expenses, none of which account for 1% or more of total interest income and non-interest income combined.


	Years Ended December 31,				2011 Change from 2010
	2011		2010		Amount			Percent
	(Dollars in thousands)
Compensation and employee benefits	$	21,115	$	19,334	$	1,781			9.2	%
Premises and occupancy costs		2,380		2,123		257			12.1	%
Professional fees		3,070		2,378		692			29.1	%
FDIC insurance expense		1,917		5,012		(3,095	)		(61.8	%)
State capital shares tax		1,319		1,082		237			21.9	%
Travel and entertainment expense		1,139		1,039		100			9.6	%
Data processing expense		701		666		35			5.3	%
Charitable contributions		316		374		(58	)		(15.5	%)
Other operating expenses ⁽¹⁾		2,037		1,584		453			28.6	%

Total non-interest expense	$	33,994	$	33,592	$	402			1.2	%

Full-time equivalent employees		103		96		7			7.3	%

(1)

Non-Interest Expense for the Years Ended December 31, 2012 and 2011. Our non-interest expense for the year ended December 31, 2012 increased $3.9 million, or 11.4%, as compared to 2011, primarily related to increases in compensation and employee benefits, premises and occupancy costs, charitable contributions and other operating expenses, which were partially offset by a decrease in FDIC insurance expense and a decrease in state capital shares tax.

For the year ended December 31, 2012, compensation and employee benefits increased by $3.0 million, or 14.2%, to $24.1 million, from $21.1 million for 2011. The increase was primarily due to an increase in the number of full-time equivalent employees, as well as to increases in compensation and benefits to our existing employees. During 2012, we added five relationship managers and 11 employees in support, risk management and administrative roles. We currently expect to add four new relationship managers, of which three will be in our New York representative office, and three employees in support and administrative roles, during 2013.

For the year ended December 31, 2012, charitable contribution expenses increased by $540,000, or 170.9%, to $856,000, from $316,000 for 2011. The majority of our charitable contributions support our Community Reinvestment Act initiatives and result in Pennsylvania share tax credits.

Other operating expenses of $2.8 million for the year ended December 31, 2012 increased by $738,000, or 36.2%, as compared to 2011 primarily as a result of increases in other categories such as telephone, marketing and employee-related expenses related to the growth of our business.

FDIC insurance expense decreased $520,000, or 27.1%, to $1.4 million for the year ended December 31, 2012 as compared to 2011 primarily due to changes in the manner in which FDIC-insured institutions calculate deposit insurance assessments, as mandated by the Dodd-Frank Act, partially offset by an increase in our assessment base. For additional information regarding the manner in which our FDIC insurance premiums are calculated, see “Supervision and Regulation—Federal Deposit Insurance.”

A key component of our business model is to maintain efficiency in our operations, and we have adopted a number of strategies designed to further this objective. We do not operate a traditional branch network, which allows us to minimize our level of premises and occupancy costs. Moreover, our support staff is centralized. We also utilize qualified external providers for substantially all of our technology and data processing needs. As a result, we believe that our infrastructure has scalability and will allow us to gain further operating efficiencies, as we continue to grow, by making it possible for us to add support staff and facilities at a far slower pace than the growth in our revenue.

Non-Interest Expense for the Years Ended December 31, 2011 and 2010. Our non-interest expense for the year ended December 31, 2011 increased $402,000, or 1.2%, compared to 2010, primarily related to increases in compensation and employee benefits, professional fees and other operating expenses, which were partially offset by a decrease in FDIC insurance expense.

Compensation and employee benefits expense increased by $1.8 million or 9.2% to $21.1 million during the year ended December 31, 2011, as compared to $19.3 million for 2010. This increase resulted primarily from the growth of our employee base. Professional fees, which include costs related to internal audit, external audit, external legal, quarterly loan reviews and other consultants, increased $692,000, or 29.1%, during the year ended December 31, 2011, primarily as a result of general business growth and overall increases in regulatory and compliance costs.

Effective April 1, 2011, the FDIC modified the manner in which FDIC-insured institutions calculate deposit insurance assessments. Despite our deposit growth during 2011, the change in our calculation methodology resulted in a decrease in our FDIC insurance expense by $3.1 million, or 61.8% in 2011, to $1.9 million, as compared to $5.0 million for the year ended December 31, 2010.

Our other operating expenses increased by $453,000, or 28.6%, to $2.0 million across various categories, primarily due to general business growth.

Income Taxes

We utilize the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the tax effects of differences between the financial statement and tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities with regard to a change in tax rates is recognized in income in the period that includes the enactment date. We evaluate whether it is more likely than not that we will be able to realize the benefit of identified deferred tax assets.

Income Taxes for the Years Ended December 31, 2012 and 2011. For the year ended December 31, 2012, we recognized income tax expense of $6.8 million or 39.0% of income before tax, as compared to income tax expense of $4.7 million, or 39.6%, of income before tax, for 2011. Our effective tax rates for the years ended December 31, 2012 and 2011, respectively, were elevated by the limitation of deductible compensation expense under section 162(m) of the Internal Revenue Service. We expect our effective tax rate to approximate the statutory federal income tax rate of 35% during 2013.

Income Taxes for the Years Ended December 31, 2011 and 2010. For the year ended December 31, 2011, we recognized income tax expense of $4.7 million, as compared to a tax benefit of $7.6 million for 2010. The tax benefit resulted from the reversal of the valuation allowance that had been established as a net deferred tax asset due to losses generated in our early periods of operations. In the fourth quarter of 2010, we reversed the valuation allowance upon our conclusion, based on our operating performance for the prior five consecutive quarters and other factors, that it was more likely than not that we would generate sufficient taxable income in future years so that all of the deferred tax asset related to the valuation allowance would be realized. The reversal of the valuation allowance in the fourth quarter of 2010 resulted in a credit to earnings.

Financial Condition

Our total assets increased $239.7 million, or 13.1%, to $2.1 billion as of December 31, 2012, from $1.8 billion as of December 31, 2011, resulting primarily from the growth in loans. Our loan portfolio increased $234.6 million, or 16.7%, to $1.6 billion as of December 31, 2012, from $1.4 billion as of December 31, 2011. Our total deposits increased $186.3 million, or 11.4%, to $1.8 billion as of December 31, 2012, from $1.6 billion as of December 31, 2011. Our shareholders’ equity increased $33.2 million to $217.7 million as of December 31, 2012, compared to $184.5 million as of December 31, 2011. This increase was the result of $10.7 million in net income, a private placement of preferred stock resulting in net proceeds of $46.0 million, and a $933,000 increase in other comprehensive income, which represents the increase in the unrealized gain on our investment portfolio, $889,000 increase related to stock based compensation, partially offset by a $24.2 million reduction related to the redemption of preferred stock issued to the Department of the Treasury in connection with our participation in the Capital Purchase Program and related preferred dividends totaling $1.1 million.

Our total assets increased $173.7 million, or 10.5%, to $1.8 billion as of December 31, 2011, from $1.7 billion as of December 31, 2010, resulting primarily from the growth in loans. Our total loans increased $123.3 million, or 9.6%, to $1.4 billion as of December 31, 2011, from $1.3 billion as of December 31, 2010. Our total deposits increased $166.5 million, or 11.3%, to $1.6 billion as of December 31, 2011, from $1.5 billion as of December 31, 2010. Our shareholders’ equity increased $8.9 million, or 5.1%, to $184.5 million as of December 31, 2011, compared to $175.6 million as of December 31, 2010, primarily as a result of the growth of our retained earnings.

Loans

Our primary source of income is interest on loans. Our loan portfolio consists primarily of commercial and industrial loans, real estate loans secured by commercial real estate properties and loans to our private banking clients. Our loan portfolio represents the highest yielding component of our earning asset base.

The following table presents the composition of our loan portfolio, by category, as of the dates indicated.


	December 31,
	2012			2011			2010			2009			2008
	(In thousands)
Commercial and industrial	$	876,443		$	709,558		$	600,702		$	610,924		$	605,759
Commercial real estate		474,679			499,676			497,418			552,844			266,662
Private banking-personal		296,224			202,984			191,826			138,751			72,477

Total loans, before deferred loan fees		1,647,346			1,412,218			1,289,946			1,302,519			944,898

Net deferred loan fees		(5,718	)		(5,223	)		(6,201	)		(8,514	)		(9,704	)

Total loans, net of deferred loan fees	$	1,641,628		$	1,406,995		$	1,283,745		$	1,294,005		$	935,194

Total loans. Total loans, before deferred loan fees, increased by $235.1 million or 16.6% to $1.6 billion as of December 31, 2012, as compared to December 31, 2011. Our growth for the year ended December 31, 2012, has been comprised of an increase in commercial and industrial loans of $166.9 million or 23.5%, an increase in private banking-personal loans of $93.2 million or 45.9%, and a decrease in commercial real estate loans of $25.0 million or 5.0%.

Total loans of $1.4 billion before deferred loan fees, as of December 31, 2011, increased $122.3 million or 9.5%, from $1.3 billion, as of December 31, 2010. The growth in 2011 was due to an increase of $108.9 million, or 18.1%, in commercial and industrial loans, an increase of $11.1 million, or 5.8%, in private banking-personal loans, and an increase of $2.3 million, or 0.5%, in commercial real estate loans.

The higher percentage growth in commercial and industrial loans and private banking-personal loans during 2011 and 2012, reflects our strategic decision to focus our lending activities on loan categories that we believe present a better risk-adjusted return to our shareholders.

Primary Loan Categories

Commercial and Industrial Loans. Our commercial and industrial loan portfolio primarily includes loans made to service companies or manufacturers generally for the purpose of production, operating capacity, accounts receivable, inventory or equipment financing acquisitions and recapitalizations. Cash flow from the borrower’s operations is the primary source of repayment for these loans, except for our commercial loans which are secured by marketable securities.

As of December 31, 2012, our commercial and industrial loans comprised $876.4 million or 53.2% of total loans, before deferred loan fees, compared to $709.6 million or 50.2% of total loans, before deferred loan fees, as of December 31, 2011. Included in our commercial and industrial loans are $119.8 million of loans sourced through our private banking channel with the proceeds used for a commercial or business purpose. The majority of our commercial loans sourced through our private banking channel are secured by marketable securities. For additional information about our commercial and industrial loans, see “ Business—Our Products and Services—Loans.”

Commercial Real Estate Loans. Our commercial real estate loan portfolio includes loans secured by commercial purpose real estate, including both owner occupied properties and investment properties for various purposes including office, retail, industrial, multi-family and hospitality. Also included are commercial construction loans to finance the construction or renovation of structures as well as to finance the acquisition and development of raw land for various purposes. The cash flow from income producing properties or the sale of property from for-sale construction and development loans are the primary sources of repayment for these loans.

Commercial real estate loans before deferred loan fees as of December 31, 2012 totaled $474.7 million or 28.8% of total loans, before deferred loan fees, as compared to $499.7 million or 35.4% as of December 31, 2011. As of December 31, 2012, $353.9 million of total commercial real estate loans were at a floating rate and $120.8 million were at a fixed rate as compared to $402.0 million and $97.7 million, respectively, as of December 31, 2011. Included in our commercial real estate loans are $19.5 million of loans sourced through our private banking channel with the proceeds used for a commercial or business purpose. For additional information about our commercial real estate loans, see “ Business—Our Products and Services—Loans.”

Private Banking-Personal Loans. Our private banking-personal loans, along with certain of our loans classified as commercial loans, are sourced through our private banking channel, which operates on a national basis. These loans consist primarily of loans made to high net worth individuals and/or trusts that may be secured by cash, marketable securities, residential property or other financial assets. The primary source of repayment for these loans is the income and assets of the borrower. We also have a limited number of unsecured loans and lines of credit in our private banking-personal loan portfolio.

As of December 31, 2012, private banking-personal loans (excluding those used for commercial purposes) were approximately $296.2 million or 18.0% of total loans, before deferred loan fees, of which $139.1 million or 47.0% were secured by marketable securities. This compared to the level, as of December 31, 2011, of $203.0 million or 14.4% of total loans, of which $76.3 million or 37.6% were secured by marketable securities. Furthermore, as shown in the table below, aggregate loans secured by marketable securities, including personal and commercial loans, grew by $115.3 million in 2012, or 106.2%, to $223.9 million as of December 31, 2012, from $108.6 million as of December 31, 2011. The growth in loans secured by marketable securities is expected to increase as a result of our strategy to focus on this portion of our private banking business as we believe these loans tend to have a lower risk profile. For additional information about our private banking-personal loans, see “ Business—Our Products and Services—Loans.”

As discussed above, loans through our private banking channel also include loans for commercial and business purposes, a majority of which are secured by marketable securities. These loans are included in, and are discussed in connection with, the above-described commercial and industrial loan category. The table below includes all loans made through our private banking channel, by collateral type, as of the dates indicated.


	December 31,
	2012		2011		2010
	(In thousands)
Private banking-personal loans
Secured by residential real estate	$	136,899	$	106,272	$	106,341
Secured by marketable securities ⁽¹⁾		139,088		76,272		66,221
Other		20,237		20,440		19,264

Total private banking-personal loans		296,224		202,984		191,826

Private banking-commercial loans
Secured by commercial real estate		19,531		19,095		12,586
Secured by marketable securities ⁽¹⁾		84,853		32,333		16,060
Other		34,972		30,940		19,601

Total private banking-commercial loans		139,356		82,368		48,247

Total private banking channel loans	$	435,580	$	285,352	$	240,073

(1)	Aggregate loans secured by marketable securities were $223.9 million, $108.6 million and $82.3 million as of December 31, 2012, December 31, 2011 and December 31, 2010, respectively.

Loan Maturities and Interest Rate Sensitivity

The following tables present the contractual maturity ranges and the amount of such loans with fixed and adjustable rates in each maturity range as of the dates indicated.


	December 31, 2012
	One Year or Less		Over One Year Through Five Years		Over Five Years		Total
	(In thousands)
Loan maturity:
Commercial and industrial	$	798,430	$	68,162	$	9,851	$	876,443
Commercial real estate		313,453		129,076		32,150		474,679
Private banking-personal		170,399		104,866		20,959		296,224

Total loans, before deferred loan fees	$	1,282,282	$	302,104	$	62,960	$	1,647,346

Interest rate sensitivity:
Fixed interest rates	$	24,513	$	152,093	$	48,767	$	225,373
Floating or adjustable interest rates		1,257,769		150,011		14,193		1,421,973

Total loans, before deferred loan fees	$	1,282,282	$	302,104	$	62,960	$	1,647,346


	December 31, 2011
	One Year or Less		Over One Year Through Five Years		Over Five Years		Total
	(In thousands)
Loan maturity:
Commercial and industrial	$	613,732	$	82,272	$	13,554	$	709,558
Commercial real estate		354,853		130,101		14,722		499,676
Private banking-personal		101,205		83,510		18,269		202,984

Total loans, before deferred loan fees	$	1,069,790	$	295,883	$	46,545	$	1,412,218

Interest rate sensitivity:
Fixed interest rates	$	9,211	$	148,702	$	17,220	$	175,133
Floating or adjustable interest rates		1,060,579		147,181		29,325		1,237,085

Total loans, before deferred loan fees	$	1,069,790	$	295,883	$	46,545	$	1,412,218

Interest Reserve Loans

As of December 31, 2012, loans with interest reserves totaled $34.7 million, which represented 2.1% of total loans, before deferred loan fees, as compared to $22.8 million or 1.6% as of December 31, 2011. Certain loans reserve a portion of the proceeds to be used to pay interest due on the loan. These loans with interest reserves are common for construction and land development loans. The use of interest reserves is based on the feasibility of the project, the creditworthiness of the borrower and guarantors, and the loan to value coverage of the collateral. The interest reserve may be used by the borrower when certain financial conditions are met, to draw loan funds to pay interest charges on the outstanding balance of the loan. When drawn, the interest is capitalized and added to the loan balance, subject to conditions specified during the initial underwriting and at the time the credit is approved. We have effective and ongoing procedures and controls for monitoring compliance with loan covenants for advancing funds and determining default conditions. In addition, most of our construction lending is performed within our geographic footprint and our lenders are familiar with trends in the local real estate market.

Allowance for Loan Losses

The components of the allowance for loan losses represent estimates based upon Accounting Standards Codification (ASC) Topic 450, Contingencies, and ASC Topic 310, Receivables. ASC Topic 450 applies to homogeneous loan pools such as consumer installment, residential mortgages and consumer lines of credit, as well as commercial loans that are not individually evaluated for impairment under ASC Topic 310. ASC Topic 310 is applied to commercial loans that are individually evaluated for impairment.

Under ASC Topic 310, a loan is impaired when, based upon current information and events, it is probable that the loan will not be repaid according to its original contractual terms, including both principal and interest. Management performs individual assessments of impaired loans to determine the existence of loss exposure and, where applicable, based upon the fair value of the collateral less estimated selling costs where a loan is collateral dependent.

In estimating probable loan loss under ASC Topic 450 and the required general reserve, we consider numerous factors, including historical charge-off rates and subsequent recoveries. We also consider, but are not limited to, qualitative factors that influence our credit quality, such as delinquency and nonperforming loan trends, changes in loan underwriting guidelines and credit policies, as well as the results of internal loan reviews. Finally, we consider the impact of changes in current local and regional economic conditions in the markets that we serve. Assessment of relevant economic factors indicates that some of our primary markets historically tend to lag the national economy, with local economies in those primary markets also improving or weakening, as the case may be, but at a more measured rate than the national trends.

Management bases the computation of the allowance for loan losses under ASC Topic 450 on two factors: the primary factor and the secondary factor. The primary factor is the risk rating of the particular loan. Although we have limited loss history against which to measure loss rates related to given risk ratings, management has developed a methodology that is applied to our three primary loan portfolios, consisting of commercial and industrial, commercial real estate and private banking-personal loans. As the mix and weighted average risk rating of each loan portfolio change, the primary factor is impacted accordingly. The allowance for loan losses related to the primary factor is based on our estimates as to probable losses for each risk rating level. The secondary factor is intended to capture risks related to events and circumstances that may directly or indirectly impact the performance of the loan portfolio. Although this factor is more subjective in nature, the methodology focuses on internal and external trends in pre-specified categories (risk factors) and applies a quantitative percentage which drives the secondary factor. There are nine risk factors and each risk factor is assigned a reserve level, based on judgment as to probable impact on each loan portfolio, and is monitored on a quarterly basis. As the trend in each risk factor changes, a corresponding change occurs in the reserve associated with each respective risk factor, such that the secondary factor remains current to changes in each loan portfolio. Potential problem loans are identified and monitored through frequent, formal review processes. Monthly updates are presented to our board of directors as to the status of loan quality.

Loan participations follow the same underwriting and risk rating criteria and are individually risk-rated under the same process as loans we directly originated. Our ongoing credit review of the loan participation portfolio follows the same process we use for loans we originate directly. Management does not rely on information from the lead bank when considering the appropriate level of allowance for loan losses to be recorded on any individual loan participation or the loan participation portfolio in total.

The following table summarizes the allowance for loan losses, as of the dates indicated.


	December 31,
	2012			2011			2010			2009			2008
	(Dollars in thousands)
General reserves	$	13,440		$	13,820		$	14,906		$	14,031		$	6,123
Specific reserves		4,434			2,530			2,205			1,733			5,500

Total allowance for loan losses	$	17,874		$	16,350		$	17,111		$	15,764		$	11,623

Allowance as a percent of total loans		1.09	%		1.16	%		1.33	%		1.22	%		1.24	%

As of December 31, 2012, we had specific reserves totaling $4.4 million related to four commercial and industrial loans and one commercial real estate loan. The total outstanding balance of these loans aggregated to $9.4 million. All of these loans were on non-accrual status as of December 31, 2012.

The following table summarizes allowance for loan losses by loan category and percentage of loans, as of the dates indicated.


	December 31,
	2012								2011								2010
	Reserve		Percent of Reserve			Percent of Loans			Reserve		Percent of Reserve			Percent of Loans			Reserve		Percent of Reserve			Percent of Loans
	(Dollars in thousands)
Commercial and industrial	$	11,319		63.3	%		53.2	%	$	8,899		54.4	%		50.2	%	$	9,232		54.0	%		46.6	%
Commercial real estate		5,252		29.4	%		28.8	%		6,580		40.2	%		35.4	%		7,108		41.5	%		38.6	%
Private banking-personal		1,303		7.3	%		18.0	%		871		5.4	%		14.4	%		771		4.5	%		14.8	%

Total allowance for loan losses	$	17,874		100.0	%		100.0	%	$	16,350		100.0	%		100.0	%	$	17,111		100.0	%		100.0	%

Allowance for Loan Losses as of December 31, 2012. Our allowance for loan losses increased to $17.9 million, or 1.09%, of total loans as of December 31, 2012, as compared to $16.4 million, or 1.16%, of total loans as of December 31, 2011. This increase was primarily attributable to an increase in specific reserves. The increase in our allowance for loan losses was primarily due to the growth in our loan portfolio, while the decrease as a percentage of total loans was consistent with the $7.9 million, or 12.7% decline in our aggregate criticized and classified (special mention and substandard) loans during 2012, as well as the overall improvement in the risk profile of our loan portfolio, including the 106.2% increase in our loans secured by marketable securities.

Our allowance for loan losses related to commercial and industrial loans increased to $11.3 million as of December 31, 2012, as compared to $8.9 million as of December 31, 2011. This 27.2% increase was primarily attributable to the 23.5% growth in this loan portfolio as well as an increase in specific reserves while considering the improvement in the overall weighted average risk rating of the portfolio. Our allowance for loan losses related to commercial real estate loans decreased 20.2% to $5.3 million as of December 31, 2012, as compared to $6.6 million as of December 31, 2011. This decrease was primarily attributable to the 5.0% decrease in this loan portfolio, while considering the improvement in the overall risk rating of the portfolio. Our allowance for loan losses related to private banking-personal loans increased 49.6% to $1.3 million as of December 31, 2012, as compared to $871,000 as of December 31, 2011. This increase was primarily attributable to the 45.9% growth in this loan portfolio.

Allowance for Loan Losses as of December 31, 2011 and 2010. Our allowance for loan losses decreased to $16.4 million, or 1.16%, of total loans as of December 31, 2011, as compared to $17.1 million, or 1.33%, of total loans as of December 31, 2010. The decrease was primarily a result of a decrease of $1.1 million in general reserves and an increase in specific reserves of $325,000. The decrease in general reserves was the net result of an improvement in the overall mix of risk ratings in the loan portfolio, partially offset by growth in the overall loan portfolio. The increase in specific reserves was related to individual assessments of certain loans deemed to be impaired.

Net Charge-Offs

Our charge-off policy for commercial loans requires that loans and other obligations that are not collectible be promptly charged-off in the month the loss becomes probable, regardless of the delinquency status of the loan. We may elect to recognize a partial charge-off when we have determined that the value of the collateral is less than the remaining ledger balance at the time of the evaluation. A loan or obligation is not required to be charged-off, regardless of delinquency status, if (1) we have determined there exists sufficient collateral to protect the remaining loan balance and (2) there exists a strategy to liquidate the collateral. We may also consider a number of other factors to determine when a charge-off is appropriate, including:

•

The status of a bankruptcy proceeding;

•

The value of collateral and probability of successful liquidation; and

•

The status of adverse proceedings or litigation that may result in collection.

Net Charge-Offs for the Year Ended December 31, 2012. Our net loan charge-offs for 2012 were comprised of charge-offs of $2.9 million on three commercial real estate loans and $3.0 million on two commercial and industrial loans and $1.0 million on one private banking-personal loan, partially offset by recoveries of $206,000 on one commercial and industrial loan.

Net Charge-Offs for the Years Ended December 31, 2011 and 2010. Our net loan charge-offs totaled $6.1 million, or 0.46% of average loans, for the year ended December 31, 2011, as compared to $3.9 million, or 0.31% of average loans, for 2010. Our net loan charge-offs for 2011 were impacted by charge-offs of $4.9 million on seven commercial real estate loans and $1.9 million on one commercial and industrial loan, which were partially offset by recoveries of $118,000 on one commercial real estate loan and $556,000 on five commercial and industrial loans.

The following table provides an analysis of the allowance for loan losses and net charge-offs for the years indicated.


	Years Ended December 31,
	2012			2011			2010			2009			2008
	(Dollars in thousands)
Beginning balance	$	16,350		$	17,111		$	15,764		$	11,623		$	505
Charge-offs:
Commercial and industrial		(3,000	)		(1,886	)		—			(20,031	)		—
Commercial real estate		(2,868	)		(4,888	)		(5,670	)		—			—
Private banking-personal		(999	)		—			—			—			—

Total charge-offs		(6,867	)		(6,774	)		(5,670	)		(20,031	)		—

Recoveries:
Commercial and industrial		206			556			1,766			331			—
Commercial real estate		—			118			—			—			—
Private banking-personal		—			—			—			—			—

Total recoveries		206			674			1,766			331			—

Net charge-offs		(6,661	)		(6,100	)		(3,904	)		(19,700	)		—
Provision for loan losses		8,185			5,339			5,251			23,841			11,118

Ending balance	$	17,874		$	16,350		$	17,111		$	15,764		$	11,623

Net loan charge-offs to average total loans		0.43	%		0.46	%		0.31	%		1.75	%		—
Provision for loan losses to average total loans		0.53	%		0.40	%		0.42	%		2.11	%		2.15	%
Allowance for loan losses to total loans		1.09	%		1.16	%		1.33	%		1.22	%		1.24	%
Allowance for loan losses to nonperforming loans		79.50	%		99.53	%		112.41	%		143.22	%		178.82	%
Allowance for loan losses to net loan charge-offs		268.34	%		268.03	%		438.29	%		80.02	%		—
Provision for loan losses to net loan charge-offs		122.88	%		87.52	%		134.50	%		121.02	%		—

Changes in the allowance for loan losses by category for 2012 and 2011 are as follows:


	December 31, 2012
	Commercial and Industrial			Commercial Real Estate			Private Banking- personal			Total
	(In thousands)
Balance, beginning of fiscal year	$	8,899		$	6,580		$	871		$	16,350
Provision for loan losses		5,214			1,540			1,431			8,185
Charge-offs		(3,000	)		(2,868	)		(999	)		(6,867	)
Recoveries		206			—			—			206

Balance, end of fiscal year	$	11,319		$	5,252		$	1,303		$	17,874


	December 31, 2011
	Commercial and Industrial			Commercial Real Estate			Private Banking- personal		Total
	(In thousands)
Balance, beginning of fiscal year	$	7,951		$	8,389		$	771	$	17,111
Provision for loan losses		2,278			2,961			100		5,339
Charge-offs		(1,886	)		(4,888	)		—		(6,774	)
Recoveries		556			118			—		674

Balance, end of fiscal year	$	8,899		$	6,580		$	871	$	16,350

Nonperforming Assets

Nonperforming assets consist of nonperforming loans, other real estate owned and other repossessed assets. Nonperforming loans consist of loans that are on non-accrual status and restructured loans, which are loans on which we have granted a concession on the interest rate or original repayment terms due to financial difficulties of the borrower. Other real estate owned consists of real property acquired through foreclosure on the collateral underlying defaulted loans and includes in-substance foreclosures, which are loans for which the borrower has no equity in the collateral at market value and are therefore accounted for as if they had been foreclosed on. We initially record other real estate owned at the lower of carrying value or fair value, less estimated costs to sell the assets. We account for troubled debt restructurings in accordance with ASC 310, “Receivables.”

Our policy is to place loans in all categories on non-accrual status when collection of interest or principal is doubtful, or generally when interest or principal payments are 90 days or more past due or the borrower files for federal bankruptcy protection. There were no loans 90 days or more past due and still accruing interest and there was no interest income recognized on these loans for the year ended December 31, 2012 or the years ended December 31, 2011 and 2010, respectively, while these loans were on non-accrual. As of December 31, 2012, there was $22.5 million of impaired loans that were on non-accrual, compared to $16.4 million and $15.2 million, as of December 31, 2011 and 2010, respectively.

Once the determination is made that a foreclosure is necessary, the loan is reclassified as “in-substance foreclosure” until a sale date and title to the property is finalized. Once we own the property, it is maintained, marketed, rented and sold to repay the original loan. Historically, foreclosure trends in our loan portfolio have been low due to the seasoning of our portfolio. Any loans that are modified or extended are reviewed for classification as a troubled debt restructured loan. We complete a process that outlines the terms of the modification, the reasons for the proposed modification and documents the current status of the borrower.

We had nonperforming assets of $22.8 million, or 1.10% of total assets, as of December 31, 2012, as compared to $16.4 million, or 0.90% of total assets, as of December 31, 2011. The increase in nonperforming assets in 2012 was considered within the assessment of qualitative factors in the determination of the allowance for loan losses. As of December 31, 2012, we had one parcel of other real estate owned which totaled $290,000, and no loans 90 days or more past due and still accruing interest.

We had nonperforming assets of $16.4 million, or 0.90% of total assets, as of December 31, 2011, as compared to $15.2 million, or 0.92% of total assets, as of December 31, 2010. The increase of $1.2 million in nonperforming assets in 2011 was considered within the assessment of qualitative factors in the determination of the allowance for loan losses. We had no parcels of other real estate owned, or loans 90 days or more past due and still accruing interest, as of December 31, 2011 or 2010.

The following table summarizes our nonperforming assets as of the dates indicated.


	December 31,
	2012			2011			2010
	(Dollars in thousands)
Non-accrual loans:
Commercial and industrial	$	15,825		$	2,324		$	461
Commercial real estate		6,808			14,249			14,765
Private banking-personal		—			—			—

Total non-accrual loans, before deferred loan fees		22,633			16,573			15,226
Net deferred loan fees		(150	)		(145	)		(4	)

Total non-accrual loans, net of deferred loan fees	$	22,483		$	16,428		$	15,222

Other real estate owned		290			—			—

Total nonperforming assets	$	22,773		$	16,428		$	15,222

Nonperforming troubled debt restructured loans ⁽¹⁾	$	4,210		$	12,335		$	7,864
Performing troubled debt restructured loans		253			680			—
Loans past due 90 days and still accruing		—			—			—
Nonperforming loans to total loans		1.37	%		1.17	%		1.19	%
Nonperforming assets to total assets		1.10	%		0.90	%		0.92	%

(1)	Included in total non-accrual loans.

As of December 31, 2012, non-accrual loans contained two troubled debt restructured loans totaling $4.2 million, compared to four troubled debt restructured loans as of December 31, 2011, totaling $12.3 million and two troubled debt restructured loans as of December 31, 2010, totaling $7.9 million.

Potential Problem Loans

Potential problem loans are those loans that are not categorized as nonperforming loans, but where current information indicates that the borrower may not be able to comply with present loan repayment terms. We monitor past due status as an indicator of credit deterioration and potential problem loans. A loan is considered past due when the contractual principal or interest due in accordance with the terms of the loan agreement remains unpaid after the due date of the scheduled payment. To the extent that loans become past due, we assess the potential for loss on such loans as we would with other problem loans and consider the effect of any potential loss in determining any provision for probable loan losses. We also assess alternatives to maximize collection of any past due loans, including, without limitation, restructuring loan terms, requiring additional loan guarantee(s) or collateral or other planned action. The following table presents the age analysis of past due loans segregated by class of loan, as of the dates indicated.


	As of December 31, 2012
	30-59 Days Past Due		60-89 Days Past Due		Loans Past Due 90 Days or More		Total Past Due		Current Loans		Total Loans Receivable
	(In thousands)
Commercial and industrial	$	—	$	—	$	3,033	$	3,033	$	873,410	$	876,443
Commercial real estate		—		—		3,780		3,780		470,899		474,679
Private banking-personal		—		—		—		—		296,224		296,224

Total loans, before deferred loan fees	$	—	$	—	$	6,813	$	6,813	$	1,640,533	$	1,647,346


	As of December 31, 2011
	30-59 Days Past Due		60-89 Days Past Due		Loans Past Due 90 Days or More		Total Past Due		Current Loans		Total Loans Receivable
	(In thousands)
Commercial and industrial	$	—	$	—	$	—	$	—	$	709,558	$	709,558
Commercial real estate		—		—		14,249		14,249		485,427		499,676
Private banking-personal		—		—		—		—		202,984		202,984

Total loans, before deferred loan fees	$	—	$	—	$	14,249	$	14,249	$	1,397,969	$	1,412,218


	As of December 31, 2010
	30-59 Days Past Due		60-89 Days Past Due		Loans Past Due 90 Days or More		Total Past Due		Current Loans		Total Loans Receivable
	(In thousands)
Commercial and industrial	$	—	$	—	$	—	$	—	$	600,702	$	600,702
Commercial real estate	$	2,762		—		12,003		14,765		482,653		497,418
Private banking-personal		—		—		—		—		191,826		191,826

Total loans, before deferred loan fees	$	2,762	$	—	$	12,003	$	14,765	$	1,275,181	$	1,289,946

On a monthly basis, we monitor various credit quality indicators for our loan portfolio, including delinquency, nonperforming status, changes in risk ratings, changes in the underlying performance of the borrowers and other relevant factors.

We also monitor the loan portfolio through an internal risk rating system on a periodic basis. Loan risk ratings are assigned based upon the creditworthiness of the borrower. Loan risk ratings are reviewed on an ongoing basis according to internal policies. Loans within the pass rating generally have a lower risk of loss than loans that are risk rated as special mention and substandard, which generally have an increasing risk of loss. Our internal risk ratings, which are consistent with regulatory guidance, are as follows:

•

Non-Rated —Loans to individuals and certain trusts are not individually risk rated, unless they are fully secured by liquid assets or cash, or have an exposure that exceeds $250,000 and have certain actionable covenants, such as a liquidity covenant or a financial reporting covenant. In addition, commercial loans with an exposure of less than $500,000 are not required to be individually risk rated. A loan with an exposure below $500,000 is risk rated if it is secured by marketable securities or if it becomes a criticized loan. The majority of the private banking-personal loans that are not risk rated are residential mortgages and home equity loans. We monitor the performance of non-rated loans through ongoing reviews of payment delinquencies.

•

Pass —The loan is currently performing in accordance with its contractual terms.

•

Special Mention —A special mention loan has potential weaknesses that warrant management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects or in our credit position at some future date. Economic and market conditions, beyond the customer’s control, may in the future necessitate this classification.

•

Substandard —A substandard loan is not adequately protected by the net worth and/or paying capacity of the obligor or by the collateral pledged, if any. Substandard loans have a well-defined weakness, or weaknesses that jeopardize the liquidation of the debt. These loans are characterized by the distinct possibility that we will sustain some loss if the deficiencies are not corrected.

The following tables present the recorded investment in loans by credit quality indicator, as of the dates indicated. As shown in the tables below, our aggregate special mention and substandard loans declined from $62.4 million as of December 31, 2011 to $54.6 million as of December 31, 2012.


	As of December 31, 2012
	Commercial and Industrial		Commercial Real Estate		Private Banking- Personal		Total Loans
	(In thousands)
Non-rated	$	1,238	$	119	$	100,364	$	101,721
Pass		836,948		459,615		194,506		1,491,069
Special mention		9,513		8,137		1,250		18,900
Substandard		28,744		6,808		104		35,656

Total loans, before deferred loan fees	$	876,443	$	474,679	$	296,224	$	1,647,346


	As of December 31, 2011
	Commercial and Industrial		Commercial Real Estate		Private Banking- Personal		Total Loans
	(In thousands)
Non-rated	$	1,348	$	755	$	81,349	$	83,452
Pass		674,012		470,796		121,531		1,266,339
Special mention		17,658		9,490		104		27,252
Substandard		16,540		18,635		—		35,175

Total loans, before deferred loan fees	$	709,558	$	499,676	$	202,984	$	1,412,218


	As of December 31, 2010
	Commercial and Industrial		Commercial Real Estate		Private Banking- Personal		Total Loans
	(In thousands)
Non-rated	$	1,812	$	3,247	$	56,146	$	61,205
Pass		565,820		460,528		135,680		1,162,028
Special mention		7,976		682		—		8,658
Substandard		25,094		32,961		—		58,055

Total loans, before deferred loan fees	$	600,702	$	497,418	$	191,826	$	1,289,946

Investment Securities

We utilize investment activities to enhance net interest income while supporting interest rate sensitivity and liquidity positions. Our securities portfolio consists primarily of available-for-sale securities, coupled with a small portfolio of investment securities held for trading purposes. As of December 31, 2012, December 31, 2011 and December 31, 2010, no securities within our investment portfolio were classified as held-to-maturity. Securities purchased with the intent to sell under trading activity are recorded at fair value and changes to fair value are recognized in the statement of operations. Securities categorized as available-for-sale are recorded at fair value and changes in the fair value of these securities are recognized as a component of total shareholders’ equity, within accumulated other comprehensive income (loss).

On a quarterly basis, we determine the fair market value of our investment securities based on information provided by two external sources. In addition, on a quarterly basis, we conduct an internal evaluation of changes in the fair market value of our investment securities to gain a level of comfort with the market value information received from the external sources, as described above.

Securities, like loans, are subject to interest rate and credit risk. In addition, by their nature, securities classified as available-for-sale or trading are also subject to fair value risks that could negatively affect the level of liquidity available to us, as well as shareholders’ equity. We utilize an independent investment advisor to assist us in the management of our investment portfolio, subject to the investment parameters set forth in our investment policy.

We perform a quarterly review of our investment securities to identify those that may indicate other-than-temporary impairment, or OTTI. Our policy for OTTI is based upon a number of factors, including but not limited to, the length of time and extent to which the estimated fair value has been less than cost, the financial condition of the underlying issuer, the ability of the issuer to meet contractual obligations, the likelihood of the investment security’s ability to recover any decline in its estimated fair value and whether we intend to sell the investment security or if it is more likely than not that we will be required to sell the investment security prior to its recovery. If the financial markets experience deterioration, charges to income could occur in future periods.

Our securities portfolio consists primarily of U.S. government agency obligations, mortgage-backed securities, corporate bonds and municipal bonds, all with varying contractual maturities. However, these maturities do not necessarily represent the expected life of the securities as the securities may be called or paid down without penalty prior to their stated maturities. The targeted duration for our investment portfolio is between 3 to 5 years. The effective duration of our securities portfolio as of December 31, 2012 was approximately 1.8 years. No investment in any of these securities exceeds any applicable limitation imposed by law or regulation. Our Asset/Liability Management Committee, or ALCO, reviews the investment portfolio on an ongoing basis to ensure that the investments conform to our investment policy.

Available-for-Sale Investment Securities. We held $191.2 million in available-for-sale investment securities as of December 31, 2012, an increase of $27.8 million, or 17.0%, from December 31, 2011. This increase was attributable to our strategy to increase the mix of investment securities as a percent of total earning assets in an effort to improve earnings and liquidity, while maintaining an acceptable level of interest rate risk. Available-for-sale investment securities as of December 31, 2011, which totaled $163.4 million, represented an increase of $19.6 million, or 13.6%, from $143.8 million as of December 31, 2010. The increase during 2011 was the result of our continuing strategy to increase the mix of investment securities as a percent of total earning assets in an effort to improve earnings and liquidity while maintaining an acceptable level of interest rate risk.

On a fair value basis, 37.2% of our available-for-sale investment securities as of December 31, 2012, were floating rate securities for which yields increase or decrease based on changes in market interest rates. As of December 31, 2011 and 2010, floating rate securities comprised of 44.0% and 19.0%, respectively, of our available-for-sale investment securities.

On a fair value basis, 56.9% of our available-for-sale investment securities as of December 31, 2012, were agency securities, which tend to have a lower risk profile, while the remainder of the portfolio comprised of municipal bonds, non-agency commercial mortgage-backed securities and corporate bonds. As of December 31, 2011 and 2010, agency securities comprised of 69.8% and 46.0%, respectively, of our available-for-sale investment securities.

The following tables summarize the carrying value and fair value of investment securities available-for-sale, as of the dates indicated.


	As of December 31, 2012
	Amortized Cost		Gross Unrealized Appreciation		Gross Unrealized Depreciation		Estimated Fair Value
	(In thousands)
U.S. Treasury notes	$	—	$	—	$	—	$	—
Corporate bonds		54,206		417		720		53,903
Municipal bonds		19,858		286		26		20,118
Non-agency mortgage-backed securities		7,748		574		—		8,322
Agency collateralized mortgage obligations		54,432		1,436		—		55,868
Agency mortgage-backed securities		52,342		634		—		52,976

Total investment securities available-for-sale	$	188,586	$	3,347	$	746	$	191,187


	As of December 31, 2011
	Amortized Cost		Gross Unrealized Appreciation		Gross Unrealized Depreciation		Estimated Fair Value
	(In thousands)
U.S. Treasury notes	$	—	$	—	$	—	$	—
Corporate bonds		49,689		90		493		49,286
Municipal bonds		—		—		—		—
Non-agency mortgage-backed securities		—		—		—		—
Agency collateralized mortgage obligations		69,732		753		162		70,323
Agency mortgage-backed securities		42,835		1,068		120		43,783

Total investment securities available-for-sale	$	162,256	$	1,911	$	775	$	163,392


	As of December 31, 2010
	Amortized Cost		Gross Unrealized Appreciation		Gross Unrealized Depreciation		Estimated Fair Value
	(In thousands)
U.S. Treasury notes	$	24,971	$	—	$	725	$	24,246
Corporate bonds		52,723		680		—		53,403
Municipal bonds		—		—		—		—
Non-agency mortgage-backed securities		—		—		—		—
Agency collateralized mortgage obligations		52,533		—		859		51,674
Agency mortgage-backed securities		14,128		503		117		14,514

Total investment securities available-for-sale	$	144,355	$	1,183	$	1,701	$	143,837

The following tables set forth the fair value, maturities and approximated weighted average yield based on estimated annual income divided by the average amortized cost of our available-for-sale investment

securities portfolio as of the dates indicated. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.


	As of December 31, 2012
	One Year or Less					One Year Through Five Years					Five Years Through 10 Years					Over 10 Years					Total Fair Value
	Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield
	(Dollars in thousands)
U.S. Treasury notes	$	—		—		$	—		—		$	—		—		$	—		—		$	—		—
Corporate bonds		48,674		2.32	%		5,229		3.99	%		—		—			—		—			53,903		2.50	%
Municipal bonds		—		—			2,283		0.74	%		17,835		1.92	%		—		—			20,118		1.78	%
Non-agency mortgage-backed securities		—		—			—		—			—		—			8,322		4.13	%		8,322		4.13	%
Agency collateralized mortgage obligations		—		—			—		—			2,872		0.73	%		52,996		1.31	%		55,868		1.28	%
Agency mortgage- backed securities		—		—			—		—			—		—			52,976		1.51	%		52,976		1.51	%

Total	$	48,674				$	7,512				$	20,707				$	114,294				$	191,187

Weighted average yield				2.32	%				3.08	%				1.75	%				1.60	%				1.86	%


	As of December 31, 2011
	One Year or Less				One Year Through Five Years					Five Years Through 10 Years				Over 10 Years					Total Fair Value
	Amount		Yield		Amount		Yield			Amount		Yield		Amount		Yield			Amount		Yield
	(Dollars in thousands)
U.S. Treasury notes	$	—		—	$	—		—		$	—		—	$	—		—		$	—		—
Corporate bonds		—		—		49,286		2.30	%		—		—		—		—			49,286		2.30	%
Municipal bonds		—		—		—		—			—		—		—		—			—		—
Non-agency mortgage-backed securities		—		—		—		—			—		—		—		—			—		—
Agency collateralized mortgage obligations		—		—		3,508		0.80	%		—		—		66,815		0.94	%		70,323		0.93	%
Agency mortgage- backed securities		—		—		—		—			—		—		43,783		2.43	%		43,783		2.43	%

Total	$	—			$	52,794				$	—			$	110,598				$	163,392

Weighted average yield				—				2.20	%				—				1.53	%				1.75	%

For additional information regarding our available-for-sale investment securities portfolio, see note 2 to our consolidated financial statements for the years ended December 31, 2011 and 2010 included in this prospectus.

Deposits

Deposits are our primary source of funds to support our earning assets, and we source deposits through multiple channels. We have focused on creating and growing diversified, stable, and low all-in cost deposit channels without operating through a traditional branch network. These sources include primarily deposits from high net worth individuals, family offices, trust companies, wealth management firms, middle market businesses and their executives, and other financial institutions. We compete for deposits by offering a range of products and services to our customers, at competitive rates. We believe that our deposit base is stable, diversified and provides a low all-in cost. We further believe we have the ability to attract new deposits to fund our projected loan growth.

As of December 31, 2012, we consider more than 90.0% of our total deposits to be sourced from direct customer relationships. Some of our relationship-based deposits, including reciprocal time deposits placed through Promontory’s, CDARS ^® service and demand deposits or placed through Promontory’s Insured Cash Sweep service, have been classified for regulatory purposes as brokered deposits.

During our initial years of operations, as we were building relationships, we relied more heavily on brokered deposits as the primary component of our overall deposit strategy. As our institution has matured, however, we have developed and enhanced relationships with customers within our primary markets and the amount of non-brokered deposits has grown as a percentage of our total deposits.

The table below depicts average balances of our deposit portfolio broken out by major deposit category, for the years indicated.


	Years Ended December 31,
	2012					2011					2010
	Average Amount		Average Rate Paid			Average Amount		Average Rate Paid			Average Amount		Average Rate Paid
	(Dollars in thousands)
Noninterest-bearing checking accounts	$	191,352		—		$	150,996		—		$	24,169		—
Interest-bearing checking accounts		3,714		0.08	%		5,540		0.49	%		74,267		0.41	%
Money market deposit accounts		685,030		0.59	%		619,607		0.88	%		509,670		1.06	%
Time deposits (excluding CDARS ^® )		470,219		1.27	%		346,366		1.78	%		249,220		2.30	%
CDARS ^® time deposits		377,571		0.95	%		453,526		1.39	%		639,799		1.44	%

Total average deposits	$	1,727,886		0.79	%	$	1,576,035		1.14	%	$	1,497,125		1.38	%

Average Deposits for the Years Ended December 31, 2012 and 2011. For the year ended December 31, 2012, our average total deposits were $1.7 billion, representing an increase of $151.9 million, or 9.6%, from 2011. The deposit growth was driven by increases in noninterest-bearing checking and money market deposit accounts, and time deposit accounts. In terms of percentage mix, our average cost of deposits in 2012 benefitted from an increase in average transaction deposits (noninterest-bearing and interest-bearing checking accounts) to 11.2% of total deposits for 2012 from 9.9% for 2011, an increase in average money market deposits to 39.6% for 2012 from 39.3% for 2011 and a decrease in average time deposits to 49.1%, for 2012 from 50.8% for 2011. The increase in mix towards lower rate deposits is the result of management’s strategy to focus on growth of non-brokered deposits while reducing our overall cost of funds.

Average Deposits for the Years Ended December 31, 2011 and 2010. For the year ended December 31, 2011, our average total deposits grew by $78.9 million, or 5.3%, as compared to 2010. The growth was attributable to increases in noninterest-bearing checking and money market deposit accounts, partially offset

by decreases in interest-bearing checking and time deposit accounts. In terms of percentage mix, an increase in transaction deposits (noninterest-bearing and interest-bearing checking accounts), from 6.6% of total deposits in 2010 to 9.9% in 2011 and an increase in money market deposits, from 34.0% in 2010 to 39.3% in 2011, were offset by a decrease in time deposits, from 59.4% in 2010 to 50.8% in 2011.

Certificates of Deposits and Other Time Deposits

Maturities of certificates of deposits and other time deposits of $100,000 or more outstanding are summarized below, as of the dates indicated.


	As of December 31,
	2012		2011		2010
	(In thousands)
Months to Maturity:
Three months or less	$	150,685	$	217,775	$	244,409
Over three to six months		83,938		90,493		113,581
Over six to 12 months		345,590		241,981		223,062
Over 12 months		142,702		131,319		76,955

Total	$	722,915	$	681,568	$	658,007

Borrowings

Deposits are the primary source of funds for our lending and investment activities, as well as general business purposes. As an alternative source of liquidity, we may obtain advances from the FHLB of Pittsburgh, sell investment securities subject to our obligation to repurchase them, purchase Federal funds or engage in overnight borrowings from the FHLB or our correspondent banks. The following table presents certain information with respect to our borrowings, as of December 31, 2012.


	Amount		Rate			Maximum Outstanding at Any Month End		Original Term
	(Dollars in thousands)
FHLB borrowings: short-term	$	—		0.23	%	$	5,000		7 days
FHLB borrowings: long-term		20,000		0.42	%		20,000		2 years

Total borrowings	$	20,000		0.42	%	$	25,000

On September 25, 2012, we borrowed $25.0 million from the FHLB, as set forth in the table above. We had no prior borrowings in 2012 and no borrowings during the years ended December 31, 2011 and 2010.

Liquidity

We evaluate liquidity both at the parent company level and at the Bank level. Because TriState Capital Bank represents our only material asset, other than cash, our primary sources of funds at the parent company level are cash on hand, dividends paid to us from the Bank and the net proceeds of our private placements. As of December 31, 2012, our primary liquidity needs at the parent company level were minimal and related solely to reimbursing TriState Capital Bank for accounting and financial reporting services provided by bank personnel. On September 26, 2012, we redeemed $24.2 million in preferred stock issued to the Department of the Treasury in connection with our participation in the Capital Purchase Program. For the year ended December 31, 2012, parent company obligations totaled approximately $1.1 million, compared to $1.3 million and $1.6 million for the years ended December 31, 2011 and 2010, respectively. Our parent company obligations for the year ended December 31, 2012 and the years ended December 31, 2011 and 2010,

consisted of dividend payments on the preferred stock that we had issued to the Department of the Treasury in connection with our participation in the Capital Purchase Program. To date, we have funded all parent company obligations through dividends received from TriState Capital Bank or with the net proceeds of our private placements. We believe that our cash on hand at the holding company level, which was $633,000 as of December 31, 2012, coupled with the dividend paying capacity of TriState Capital Bank, were adequate to fund any foreseeable parent company obligations as of December 31, 2012.

Our goal in liquidity management at the Bank level is to satisfy the cash flow requirements of depositors and borrowers, as well as our operating cash needs. These requirements include the payment of deposits on demand at their contractual maturity, the repayment of borrowings as they mature, the payment of our ordinary business obligations, the ability to fund new and existing loans and other funding commitments, and the ability to take advantage of new business opportunities. Our ALCO has established an asset/liability management policy designed to achieve and maintain earnings performance consistent with long-term goals while maintaining acceptable levels of interest rate risk, “well capitalized” regulatory capital ratios and adequate levels of liquidity. The ALCO has also established a contingency funding plan to address liquidity crisis conditions. ALCO is designated as the body responsible for compliance and implementation. The ALCO, which includes members of executive management, reviews liquidity on a periodic basis and approves significant changes in strategies that affect balance sheet or cash flow positions.

Our principal sources of asset liquidity are cash and cash due from banks, interest-earning deposits with banks, federal funds sold, unpledged securities available-for-sale, loan repayments (scheduled and unscheduled payments) and earnings. Liability liquidity sources include a stable deposit base, the ability to renew maturing certificates of deposits, borrowing availability at the FHLB of Pittsburgh, unsecured lines with another financial institution, access to the brokered CD market including CDARS ^® , and the ability to raise debt and equity. Customer deposits are an important source of liquidity which depends on the confidence of those customers in us, supported by our capital position and the protection provided by FDIC insurance.

We measure and monitor liquidity on an ongoing basis, which allows us to more effectively understand and react to trends in our balance sheet. In addition, the ALCO uses a variety of methods to monitor our liquidity position, including a liquidity gap, which measures potential sources and uses of funds over future periods. Policy guidelines have been established for a variety of metrics, such as net loans and leases to deposits, brokered funding composition, cash to total loans and duration of time deposits, all of which are utilized in measuring and managing our liquidity position. The ALCO also performs contingency funding and capital stress analyses at least quarterly to determine our ability to meet potential liquidity and capital needs under stress scenarios that cover varying time horizons ranging from immediate to long term. Policy guidelines require coverage ratios of potential sources greater than uses depending on the scenario and time horizon. These are reviewed on a quarterly basis with our board of directors.

We believe that our liquidity position continues to be strong as evidenced by our ability to generate strong growth in deposits. As a result, we are minimally reliant on borrowings as evidenced by our ratio of total deposits to total assets of 88.0%, 89.3% and 88.6% as of December 31, 2012, 2011 and 2010, respectively. As of December 31, 2012, we had available liquidity of $543.3 million, or 26.2% of total assets. These sources were comprised of liquid assets (cash and cash equivalents, and investment securities available-for-sale and not pledged under the FHLB borrowing capacity), totaling $318.2 million, or 15.3% of total assets, coupled with secondary sources of liquidity (the ability to borrow from the FHLB and a correspondent bank line) totaling $225.1 million, or 10.9% of total assets.

The following table shows our available liquidity, by source, as of the dates indicated.


	December 31,
	2012		2011		2010
	(In thousands)
Available cash	$	165,036	$	197,408	$	163,334
Unpledged investment securities		153,138		113,981		11,194
Net borrowing capacity		225,123		250,322		364,970

Total liquidity	$	543,297	$	561,711	$	539,498

For the year ended December 31, 2012, we generated $18.3 million in cash from operating activities, compared to $15.2 million for 2011, mainly due to higher net income. Investing activities resulted in a net cash outflow of $280.7 million, for the year ended December 31, 2012, as compared to $148.4 million for 2011. This was primarily due to net loan growth of $245.5 million for the year ended December 31, 2012, compared to $140.8 million for 2011, coupled with purchases of investment securities available-for-sale totaling $68.2 million, for the year ended December 31, 2012, compared to $121.8 million for 2011. Financing activities resulted in a net inflow of $227.0 million for the year ended December 31, 2012, compared to $165.5 million for 2011, primarily as a result of net deposit growth of $186.3 million for the year ended December 31, 2012 compared to $166.5 million for 2011, as well as borrowings of $20.0 million and net proceeds from the sale of our Series C preferred stock of $46.0 million, partially offset by the repurchase of $24.2 million in preferred stock issued to the Department of the Treasury in connection with our participation in the Capital Purchase Program.

Capital Resources

The access to, and cost of, funding for new business initiatives, including acquisitions, the ability to engage in expanded business activities, the ability to pay dividends, the level of deposit insurance costs and the level and nature of regulatory oversight depend, in part, on our capital position.

The assessment of capital adequacy depends on a number of factors, including asset quality, liquidity, earnings performance, changing competitive conditions and economic forces. We seek to maintain a strong capital base to support our growth and expansion activities, to provide stability to current operations and to promote public confidence.

Our primary sources of capital have been our operating earnings and the net proceeds of our private placements, which have included an aggregate of $168.4 million in common stock, $46.0 million in convertible preferred stock issued to a private investor and $23.0 million in preferred stock issued to the Department of the Treasury in connection with our participation in the Capital Purchase Program. As part of our strategic capital plan, on September 26, 2012, we redeemed all of the outstanding preferred stock issued to the Department of the Treasury.

Shareholders’ Equity. Shareholders’ equity increased to $217.7 million as of December 31, 2012, compared to $184.5 million and $175.6 million as of December 31, 2011 and 2010, respectively. The $33.2 million increase during 2012 was attributable to operating earnings of $10.7 million, the impact of $889,000 in stock options and restricted stock awards, $46.0 million in net proceeds from the sale of our Series C preferred stock, and an increase of $933,000 in accumulated other comprehensive income, partially offset by the repurchase of $24.2 million in preferred stock issued to the Department of the Treasury in connection with our participation in the Capital Purchase Program and related preferred dividends totaling $1.1 million.

The $8.9 million increase in shareholders’ equity during 2011 was primarily attributable to our operating earnings of $7.2 million, supplemented by the impact of $1.8 million primarily in stock options and restricted stock and an increase of $1.1 million in accumulated other comprehensive income, partially offset by $1.2 million in dividends paid on preferred stock issued to the Department of the Treasury in connection with our participation in the Capital Purchase Program.

Regulatory Capital. As of December 31, 2012, December 31, 2011 and December 31, 2010, TriState Capital Holdings and TriState Capital Bank were in compliance with all applicable regulatory capital requirements, and TriState Capital Bank was categorized as “well capitalized,” for purposes of the FDIC’s prompt corrective action regulations. As we employ our capital and continue to grow our operations, our regulatory capital levels may decrease depending on our level of earnings. However, we expect to monitor and control our growth in order to remain categorized as “well capitalized” under the applicable regulatory guidelines and in compliance with all regulatory capital standards applicable to us.

The following table presents the actual capital amounts and regulatory capital ratios for TriState Capital Holdings and TriState Capital Bank as of the dates indicated.


	Actual					Required For Capital Adequacy Purposes					Required To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
	(Dollars in thousands)
December 31, 2012
Tier 1 Leverage:
TriState Capital Holding, Inc.	$	216,053		10.35	%		N/A		N/A			N/A		N/A
TriState Capital Bank		215,406		10.31	%	$	167,070		8.00	%	$	167,070		8.00	%
Tier 1 Risk-Based:
TriState Capital Holding, Inc.		216,053		10.95	%		N/A		N/A			N/A		N/A
TriState Capital Bank		215,406		10.92	%		78,937		4.00	%		118,406		6.00	%
Total Risk-Based:
TriState Capital Holding, Inc.		234,370		11.88	%		N/A		N/A			N/A		N/A
TriState Capital Bank		233,723		11.84	%		157,875		8.00	%		197,344		10.00	%
December 31, 2011
Tier 1 Leverage:
TriState Capital Holding, Inc.	$	183,714		10.18	%		N/A		N/A			N/A		N/A
TriState Capital Bank		183,056		10.14	%	$	144,408		8.00	%	$	144,408		8.00	%
Tier 1 Risk-Based:
TriState Capital Holding, Inc.		183,714		10.63	%		N/A		N/A			N/A		N/A
TriState Capital Bank		183,056		10.59	%		69,144		4.00	%		103,716		6.00	%
Total Risk-Based:
TriState Capital Holding, Inc.		200,498		11.60	%		N/A		N/A			N/A		N/A
TriState Capital Bank		199,840		11.56	%		138,288		8.00	%		172,860		10.00	%
December 31, 2010
Tier 1 Leverage:
TriState Capital Holding, Inc.	$	175,901		9.85	%		N/A		N/A			N/A		N/A
TriState Capital Bank		175,230		9.81	%	$	142,900		8.00	%	$	142,900		8.00	%
Tier 1 Risk-Based:
TriState Capital Holding, Inc.		175,901		11.48	%		N/A		N/A			N/A		N/A
TriState Capital Bank		175,230		11.43	%		61,316		4.00	%		91,975		6.00	%
Total Risk-Based:
TriState Capital Holding, Inc.		193,012		12.59	%		N/A		N/A			N/A		N/A
TriState Capital Bank		192,341		12.55	%		122,633		8.00	%		153,291		10.00	%

Contractual Obligations and Commitments

The following tables present significant fixed and determinable contractual obligations of principal that may require future cash payments as of the dates indicated.


	December 31, 2012
	Less Than One Year		One-Three Years		Three-Five Years		Greater Than Five Years		Total
	(In thousands)
Deposits without a stated maturity	$	998,322	$	—	$	—	$	—	$	998,322
Certificates and other time deposits		618,898		206,159		—		—		825,057
Borrowings		—		20,000		—		—		20,000
Operating leases		1,510		2,709		2,272		3,029		9,520

Total contractual obligations	$	1,618,730	$	228,868	$	2,272	$	3,029	$	1,852,899


	December 31, 2011
	Less Than One Year		One-Three Years		Three-Five Years		Greater Than Five Years		Total
	(In thousands)
Deposits without a stated maturity	$	797,963	$	—	$	—	$	—	$	797,963
Certificates and other time deposits		632,191		191,972		15,000		—		839,163
Borrowings		—		—		—		—		—
Operating leases		1,264		2,585		1,778		1,251		6,878

Total contractual obligations	$	1,431,418	$	194,557	$	16,778	$	1,251	$	1,644,004

Off-Balance Sheet Arrangements

In the normal course of business, we enter into various transactions that are not included in our consolidated balance sheets in accordance with GAAP. These transactions include commitments to extend credit in the ordinary course of business to approved customers.

Generally, loan commitments have been granted on a temporary basis for working capital or commercial real estate financing requirements or may be reflective of loans in various stages of funding. These commitments are recorded on our financial statements as they are funded. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Loan commitments include unused commitments for open end lines secured by one to four family residential properties and commercial properties, commitments to fund loans secured by commercial real estate, construction loans, business lines of credit and other unused commitments.

Standby letters of credit are written conditional commitments issued by us to guarantee the performance of a customer to a third party. In the event the customer does not perform in accordance with the terms of the agreement with the third party, we would be required to fund the commitment. The maximum potential amount of future payments we could be required to make is represented by the contractual amount of the commitment. If the commitment is funded, we would be entitled to seek recovery from the customer.

We minimize our exposure to loss under loan commitments and standby letters of credit by subjecting them to credit approval and monitoring procedures. The effect on our revenues, expenses, cash flows and liquidity of the unused portions of these commitments cannot be reasonably predicted because while the borrower has the ability to draw upon these commitments at any time, these commitments often expire without being drawn upon. There is no guarantee that the lines of credit will be used. The following is a summary of the total notional amount of loan commitments and standby letters of credit outstanding as of the dates indicated.


	December 31, 2012
	Less Than One Year		One-Three Years		Three-Five Years		Greater Than Five Years		Total
	(In thousands)
Unused loan commitments	$	224,410	$	126,339	$	158,819	$	13,149	$	522,717
Standby letters of credit		14,777		17,322		58,719		—		90,818

Total off-balance sheet arrangements	$	239,187	$	143,661	$	217,538	$	13,149	$	613,535


	December 31, 2011
	Less Than One Year		One-Three Years		Three-Five Years		Greater Than Five Years		Total
	(In thousands)
Unused loan commitments	$	146,298	$	110,541	$	134,926	$	26,556	$	418,321
Standby letters of credit		13,374		31,026		54,012		333		98,745

Total off-balance sheet arrangements	$	159,672	$	141,567	$	188,938	$	26,889	$	517,066

Market Risk

Market risk refers to potential losses arising from changes in interest rates, foreign exchange rates, equity prices and commodity prices. Our primary component of market risk is interest rate volatility. Fluctuations in interest rates will ultimately impact the level of both income and expense recorded on most of our assets and liabilities, and the market value of all interest-earning assets and interest-bearing liabilities, other than those which have a short term to maturity. Because of the nature of our operations, we are not subject to foreign exchange or commodity price risk. From time to time we do hold market risk sensitive instruments for trading purposes. The summary information provided in this section should be read in conjunction with our audited and unaudited consolidated financial statements and related notes included elsewhere is this prospectus.

Interest rate risk is comprised of re-pricing risk, basis risk, yield curve risk and option risk. Re-pricing risk arises from differences in the cash flow or re-pricing between asset and liability portfolios. Basis risk arises when asset and liability portfolios are related to different market rate indexes, which do not always change by the same amount or at the same time. Yield curve risk arises when asset and liability portfolios are related to different maturities on a given yield curve; when the yield curve changes shape, the risk position is altered. Option risk arises from embedded options within asset and liability products as certain borrowers have the option to prepay their loans when rates fall, while certain depositors can redeem their certificates when rates rise.

Our ALCO actively measures and manages interest rate risk. The ALCO is responsible for the formulation and implementation of strategies to improve balance sheet positioning and earnings, and reviewing our interest rate sensitivity position. This involves devising policy guidelines, risk measures and limits, and managing the amount of interest rate risk and its effect on net interest income and capital.

We utilize an asset/liability model to measure and manage interest rate risk. The specific measurement tools used by management on at least a quarterly basis include net interest income simulation, economic value of equity and gap analysis. All are static measures that do not incorporate assumptions regarding future business. All are also measures of interest rate sensitivity used to help us develop strategies for managing exposure to interest rate risk rather than projecting future earnings.

In our view, all three measures also have specific benefits and shortcomings. Net interest income, or NII, simulation explicitly measures exposure to earnings from changes in market rates of interest but does not provide a long-term view. Economic value of equity, or EVE, helps identify changes in optionality and price over a longer term horizon but its liquidation perspective does not convey the earnings-based measures that are typically the focus of managing and valuing a going concern. Gap analysis compares the difference between the amount of interest-earning assets and interest-bearing liabilities subject to re-pricing over a

period of time but only captures a single rate environment. Reviewing these various measures collectively helps management obtain a comprehensive view of our interest risk rate profile.

The following NII simulation and EVE metrics were calculated using rate shocks which represent immediate rate changes that move all market rates by the same amount instantaneously. The variance percentages represent the change between the NII simulation and EVE calculated under the particular rate scenario versus the NII simulation and EVE calculated assuming market rates as of the dates indicated.


	December 31, 2012									December 31, 2011
	Amount Change from Base Case			Percent Change from Base Case			ALCO Guidelines			Amount Change from Base Case			Percent Change from Base Case
	(Dollars in thousands)
Earnings at Risk:
+300	$	10,655			17.74	%		-20.00	%	$	12,408			23.34	%
+200		6,233			10.38	%		-15.00	%		7,214			13.57	%
+100		2,471			4.11	%		-10.00	%		2,838			5.34	%
-100		1,908			3.18	%		-10.00	%		3,117			5.86	%
Economic Value of Equity:
+300		(13,315	)		(5.99	%)		+/-30.00	%		(11,131	)		(5.87	%)
+200		(8,817	)		(3.96	%)		+/-20.00	%		(8,587	)		(4.53	%)
+100		(3,803	)		(1.71	%)		+/-10.00	%		(5,457	)		(2.88	%)
-100		5,940			2.67	%		+/-10.00	%		(2,329	)		(1.23	%)

Given the relatively low current interest rate environment, it is our strategy to continue to manage an asset sensitive interest rate risk position in our net interest income measure. Therefore, rising rates are expected to have a positive effect on net interest income versus net interest income if rates remain unchanged. The results of the EVE calculation, while negative, indicate a low level of interest rate risk. We also acknowledge and will simultaneously attempt to manage the liability sensitivity demonstrated in our economic value of equity measure.

The following gap analysis presents the amounts of interest-earning assets and interest-bearing liabilities that are subject to re-pricing within the periods indicated.


	Interest Rate Sensitivity Period December 31, 2012
	0-90 Days			91-180 Days			181-365 Days			1-3 Years			3-5 Years			Over 5 Years			Non- Sensitive			Total Balance
	(Dollars in thousands)
Assets:
Interest-bearing deposits	$	192,055		$	—		$	—		$	—		$	—		$	—		$	—		$	192,055
Federal funds sold		7,026			—			—			—			—			—			—			7,026
Investment securities		57,781			30,343			50,501			5,353			4,229			36,852			6,128			191,187
Total loans		1,241,895			23,259			38,245			254,629			72,860			(464	)		11,204			1,641,628
Other assets		—			—			—			—			—			—			41,233			41,233

Total assets		1,498,757			53,602			88,746			259,982			77,089			36,388			58,565		$	2,073,129

Liabilities:
Transaction accounts		897,927			—			—			—			—			—			100,395			998,322
Certificates of deposit		148,287			96,053			374,558			206,159			—			—			—			825,057
Short-term borrowings		—			—			—			—			—			—			—			—
Long-term borrowings		—			—			—			20,000			—			—			—			20,000
Other liabilities		—			—			—			—			—			—			12,026			12,026

Total liabilities		1,046,214			96,053			374,558			226,159			—			—			112,421			1,855,405
Equity		—			—			—			—			—			—			217,724			217,724

Total liabilities and equity		1,046,214			96,053			374,558			226,159			—			—			330,370		$	2,073,129

Interest rate sensitivity gap	$	452,543		$	(42,451	)	$	(285,812	)	$	33,823		$	77,089		$	36,388		$	(271,580	)

Cumulative interest rate sensitivity gap	$	452,543		$	410,092		$	124,280		$	158,103		$	235,192		$	271,580

Cumulative interest rate sensitive assets to rate sensitive liabilities		143.3	%		135.9	%		108.2	%		109.1	%		113.5	%		115.6	%		111.7	%
Cumulative gap as a percent of total earning assets		21.8	%		19.8	%		6.0	%		7.6	%		11.3	%		13.1	%


	Interest Rate Sensitivity Period December 31, 2011
	0-90 Days			91-180 Days			181-365 Days			1-3 Years			3-5 Years			Over 5 Years			Non- Sensitive			Total Balance
	(Dollars in thousands)
Assets:
Interest-bearing deposits	$	228,606		$	—		$	—		$	—		$	—		$	—		$	—		$	228,606
Federal funds sold		6,811			—			—			—			—			—			—			6,811
Investment securities		62,036			6,688			28,385			55,419			3,392			4,252			3,220			163,392
Total loans		1,034,787			11,472			21,051			284,630			45,159			(3,637	)		13,533			1,406,995
Other assets		—			—			—			—			—			—			27,646			27,646

Total assets		1,332,240			18,160			49,436			340,049			48,551			615			44,399		$	1,833,450

Liabilities:
Transaction accounts		600,472			—			—			—			—			—			197,491			797,963
Certificates of deposit		243,177			123,340			265,674			191,972			15,000			—			—			839,163
Short-term borrowings		—			—			—			—			—			—			—			—
Long-term borrowings		—			—			—			—			—			—			—			—
Other liabilities		—			—			—			—			—			—			11,872			11,872

Total liabilities		843,649			123,340			265,674			191,972			15,000			—			209,363			1,648,998
Equity		—			—			—			—			—			—			184,452			184,452

Total liabilities and equity		843,649			123,340			265,674			191,972			15,000			—			393,815		$	1,833,450

Interest rate sensitivity gap	$	488,591		$	(105,180	)	$	(216,238	)	$	148,077		$	33,551		$	615		$	(349,416	)

Cumulative interest rate sensitivity gap	$	488,591		$	383,411		$	167,173		$	315,250		$	348,801		$	349,416

Cumulative interest rate sensitive assets to rate sensitive liabilities		157.9	%		139.6	%		113.6	%		122.1	%		124.2	%		124.3	%		111.2	%
Cumulative gap as a percent of total earning assets		26.6	%		20.9	%		9.1	%		17.2	%		19.0	%		19.1	%

The gap analysis demonstrates our asset sensitivity because the ratio of our cumulative interest rate sensitive assets to interest rate sensitive liabilities is in excess of 100.0% for both periods. The cumulative twelve-month ratio of interest rate sensitive assets to interest rate sensitive liabilities decreased to 108.2% as of December 31, 2012, as compared to 113.6% as of December 31, 2011.

Various loans across the Bank’s portfolio have floating rate index floors. As of December 31, 2012 and December 31, 2011, there were $241.5 million and $300.9 million, respectively, in loans with a maturity greater than one year and an index floor rate greater than the current index rate. Of these amounts, $110.4 million and $133.1 million, respectively, have an index floor rate less than 100 basis points above the current index rate. These loans are allocated to the zero to 90 days bucket in our gap analysis since we believe they would behave more like floating rate loans given a 100 basis point upward shock in interest rates. The remaining $131.1 million and $167.8 million, respectively, have an index floor rate greater than 100 basis points above the current index rate. These loans are allocated to the one to three years bucket in our gap analysis since we believe they would behave more like fixed rate loans given a 100 basis point upward shock in interest rates.

Additionally, in all of these analyses (NII, EVE and gap), we use the most conservative treatment of non-maturity, interest-bearing deposits. In our gap analysis, the allocation of non-maturity, interest-bearing deposits is fully reflected in the zero to 90 days maturity category. The allocation of non-maturity, noninterest-bearing deposits is fully reflected in the non-sensitive category. In taking this approach, we provide ourselves with no benefit from a potential time-lag in the increase of our non-maturity, interest-bearing deposits.

Impact of Inflation

Our financial statements and related data presented herein have been prepared in accordance with GAAP, which requires the measure of financial position and operating results in terms of historic dollars, without considering changes in the relative purchasing power of money over time due to inflation.

Inflation generally increases the costs of funds and operating overhead, and to the extent loans and other assets bear variable rates, the yields on such assets. Unlike most industrial companies, virtually all of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates generally have a more significant effect on the performance of a financial institution than the effects of general levels of inflation. In addition, inflation affects a financial institution’s cost of goods and services purchased, the cost of salaries and benefits, occupancy expense and similar items. Inflation and related increases in interest rates generally decrease the market value of investments and loans held and may adversely affect liquidity, earnings and shareholders’ equity.

Application of Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with GAAP and with general practices within the financial services industry. The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of certain assets and liabilities, disclosure of contingent assets and liabilities and the reported amount of related revenues and expenses. Although our current estimates contemplate current conditions and how we expect them to change in the future, it is reasonably possible that actual conditions could be worse than anticipated in those estimates, which could materially affect the financial results of our operations and financial condition.

Certain accounting policies inherently are based to a greater extent on estimates, assumptions and judgments of management and, as such, have a greater possibility of producing results that could be materially different than originally reported. Management views critical accounting policies to be those which are highly dependent on subjective or complex judgments, estimates and assumptions and where changes in those estimates and assumptions could have a significant impact on our consolidated financial statements. Management currently views the following accounting policies and estimates as critical accounting policies.

Investment Securities. Our investments are classified as either: (1) held-to-maturity debt securities that we intend to hold until maturity and reported at amortized cost; (2) trading securities – debt and certain equity securities bought and held principally for the purpose of selling them in the near term and reported at fair value, with unrealized gains and losses included in earnings; or (3) available-for-sale debt and certain equity securities not classified as either held-to-maturity or trading securities and reported at fair value, with changes in fair value reported as a component of accumulated other comprehensive income (loss), net.

The cost of securities sold is determined on a specific identification basis. Amortization of premiums and accretion of discounts are recorded as interest income from investments over the life of the security utilizing the level yield method. We evaluate impaired investment securities quarterly to determine if impairments are temporary or other-than-temporary. For impaired debt securities, management first determines whether it intends to sell or if it is more-likely than not that it will be required to sell the impaired securities. This determination considers current and forecasted liquidity requirements, regulatory and capital requirements and securities portfolio management. Impaired debt securities are determined to be other-than-temporarily impaired if we conclude at the balance sheet date that we have the intent to sell, or believe we will more likely than not be required to sell, an impaired debt security before a recovery of its amortized cost basis. Credit losses on other-than-temporarily impaired debt securities are recorded through earnings, regardless of the intent or the requirement to sell. Credit loss is measured as the difference between the present value of an impaired debt security’s expected cash flows and its amortized cost basis. Non-credit related other-than-temporary impairment charges are recorded as decreases to accumulated other comprehensive income, in the shareholders’ equity section of our balance sheet, on an after-tax basis, as long as we have no intent or expected requirement to sell the impaired debt security before a recovery of its amortized cost basis.

Allowance for Loan Losses. Our allowance for loan losses represents our estimate of probable loan losses inherent in the loan portfolio at a specific point in time. This estimate includes losses associated with specifically identified loans, as well as estimated probable credit losses inherent in the remainder of the loan portfolio. Additions are made to the allowance through both periodic provisions charged to income and recoveries of losses previously incurred. Reductions to the allowance occur as loans are charged off. Management evaluates the adequacy of the allowance at least quarterly. This evaluation is subjective and requires material estimates that may change over time.

The allowance is appropriate, in management’s judgment, to cover probable losses inherent in the loan portfolio as of December 31, 2012. Management’s judgment takes into consideration general economic conditions, diversification and seasoning of the loan portfolio, historic loss experience, identified credit problems, delinquency levels and adequacy of collateral. Although management believes it has used the best information available to it in making such determinations, and that the present allowance for loan losses is adequate, future adjustments to the allowance may be necessary, and net income may be adversely affected if circumstances differ substantially from the assumptions used in determining the level of the allowance. In addition, as an integral part of their periodic examination, certain regulatory agencies review the adequacy of the Bank’s allowance for loan losses and may direct the Bank to make additions to the allowance based on their judgments about information available to them at the time of their examination.

For additional information regarding our allowance for loan loss, see “—Allowance for Loan Loss.”

Income Taxes. We are subject to the income tax laws of the United States, its states and other jurisdictions where we conduct business. The laws are complex and subject to different interpretations by the taxpayer and various taxing authorities. In determining the provision for income taxes, we must make judgments and estimates about the application of these inherently complex tax statutes, related regulations and case law. In the process of computing our income tax provision, we attempt to make reasonable interpretations of the tax laws. These interpretations are subject to challenge by the taxing authorities based on audit results or to change based on our ongoing assessment of the facts and evolving case law.

On a quarterly basis, we assess the reasonableness of our effective tax rate based on our current best estimate of net income and the applicable taxes for the full year. Deferred tax assets and liabilities are assessed on an annual basis, or sooner, if business events or circumstances warrant.

Fair Value Measurement. Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability in a principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date, using assumptions market participants would use when pricing an asset or liability. An orderly transaction assumes exposure to the market for a customary period for marketing activities prior to the measurement date and not a forced liquidation or distressed sale. Fair value measurement and disclosure guidance provides a three-level hierarchy that prioritizes the inputs of valuation techniques used to measure fair value into three broad categories:

•

Level 1—Unadjusted quoted prices in active markets for identical assets or liabilities.

•

Level 2—Observable inputs such as quoted prices for similar assets and liabilities in active markets, quoted prices for similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

•

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies, and similar techniques that use significant unobservable inputs.

Fair value may be recorded for certain assets and liabilities every reporting period on a recurring basis or under certain circumstances, on a non-recurring basis. The following represents significant fair value measurements included in the financial statements based on estimates.

We use interest rate derivative instruments to manage our interest rate risk. All derivative instruments are carried on the balance sheet at fair value. Fair values for over-the-counter interest rate contracts used to manage our interest rate risk are provided either by third-party dealers in the contracts or by quotes provided by independent pricing services. Information used by these third-party dealers or independent pricing services to determine fair values are considered significant other observable inputs. Credit risk is considered in determining the fair value of derivative instruments. Deterioration in the credit ratings of customers or dealers reduces the fair value of asset contracts. The reduction in fair value is recognized in earnings during the current period. Deterioration in our credit rating below investment grade would affect the fair value of our derivative liabilities. In the event of a credit down-grade, the fair value of our derivative liabilities would decrease.

The fair value of our securities portfolio is based on a price for each financial instrument provided to us by a third-party pricing service. The underlying methods used by the third-party services are considered in determining the primary inputs used to determine fair values. We evaluate the methodologies employed by the third-party pricing services by comparing the price provided by the pricing service with other sources, including brokers’ quotes, sales or purchases of similar instruments and discounted cash flows to establish a basis for reliance on the pricing service’s values. Significant differences between the pricing service provided value and other sources are discussed with the pricing service to understand the basis for their values. Based on this evaluation, a determination is made as to the appropriate price for any given security. The following methods are used to determine the fair value of each financial instrument:

•

Quoted prices for similar, but not identical, assets or liabilities in active markets;

•

Quoted prices for identical or similar assets or liabilities in inactive markets;

•

Inputs other than quoted prices that are observable, such as interest rate and yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates; and

•

Other inputs derived for or corroborated by observable market inputs.

Stock-Based Compensation. We utilize a stock-based employee compensation plan, which provides for the issuance of stock options and restricted stock. We account for stock-based employee compensation in

accordance with the fair value recognition provisions of ASC 718, Compensation – Stock Compensation. As a result, compensation cost for all share-based payments is based on the grant-date fair value estimated in accordance with ASC 718. Compensation cost is recognized as expense over the service period, which is generally the vesting period of the options and restricted stock. The expense is adjusted for actual forfeitures as they occur.

Implications of and Elections under the JOBS Act. Pursuant to the JOBS Act, an emerging growth company can elect to opt in to any new or revised accounting standards that may be issued by the FASB or the SEC otherwise applicable to non-emerging growth companies. We have elected to opt in to such standards, which election is irrevocable.

Although we are still evaluating the JOBS Act, we may take advantage of some of the reduced regulatory and reporting requirements that are available to us so long as we qualify as an emerging growth company, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation, and exemptions from the requirements of holding non-binding advisory votes on executive compensation and golden parachute payments.

Recent Accounting Pronouncements and Developments

In July 2012, the FASB issued Accounting Standards Update No. 2012-02, “Testing Indefinite-Lived Assets for Impairment” (ASU 2012-02), which reduces the cost and complexity of performing an impairment test for indefinite-lived asset categories by simplifying how an entity performs the testing of those assets. Similar to the amendments to goodwill impairment testing issued in September 2011, an entity has the option first to assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the indefinite-lived intangible asset is impaired. If an entity concludes that it is not more likely than not that the indefinite-lived intangible asset is impaired, then the entity is not required to take further action. If an entity concludes otherwise, then it is required to determine the fair value of the indefinite-lived intangible asset and perform the quantitative impairment test. The provisions of ASU 2012-02 are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption permitted. The adoption of ASU 2012-02 is not expected to have a material impact on our consolidated financial position, results of operations or cash flows.

In December 2011, the FASB issued Accounting Standards Update No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities , which provides enhanced disclosures that will enable users of its financial statements to evaluate the effect or potential effect of netting arrangements on an entity’s financial position. This includes the effect or potential effect of rights of offset associated with an entity’s recognized assets and recognized liabilities within the scope of this Update. The amendments require enhanced disclosures by requiring improved information about financial instruments and derivative instruments that are either (1) offset in accordance with either Section 210-20-45 or Section 815-10-45 or (2) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with either Section 210-20-45 or Section 815-10-45. This pronouncement will be effective for us retrospectively beginning January 1, 2013, and the adoption of this pronouncement is not expected to have a material impact on our financial statements.

In September 2011, the FASB issued Accounting Standards Update No. 2011-08, Intangibles—Goodwill and Other (Topic 350): Testing Goodwill for Impairment, which amends accounting guidance related to goodwill impairment testing. The guidance allows entities to elect to first perform qualitative tests to determine the likelihood that the entity’s fair value is less than its carrying value. If the entity determines that it is more likely that the fair value of a reporting entity is less than its carrying amount, the entity would then perform the first step of the goodwill impairment test. The guidance refers to several factors to consider when performing the qualitative analysis, including: macroeconomic factors, industry factors, and entity-specific

factors. The guidance is effective prospectively for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The implementation of this guidance did not have a material impact on our results of operations, financial position or disclosures.

In May 2011, the FASB issued Accounting Standards Update No. 2011-04, Fair Value Measurement (Topic 820): Amendment to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The amendments were designed to create a uniform framework for applying fair value measurement principles for companies around the world. The new guidance eliminates differences between GAAP and International Financial Reporting Standards issued by the International Accounting Standards Board. New disclosures required by the guidance include: quantitative information about the significant unobservable inputs used for Level 3 measurements; a qualitative discussion about the sensitivity of recurring Level 3 measurements to changes in the unobservable inputs disclosed, including the interrelationship between inputs; and a description of the company’s valuation processes. This guidance is effective for interim and annual periods beginning after December 15, 2011. These amendments did not have a material impact on our results of operations, financial position or disclosures.

BUSINESS

Overview

TriState Capital Holdings, Inc. is a bank holding company headquartered in Pittsburgh, Pennsylvania. Through our wholly owned bank subsidiary, TriState Capital Bank, we serve middle market businesses in our primary markets throughout the states of Pennsylvania, Ohio, New Jersey and New York. We also serve high net worth individuals on a national basis through our private banking channel. We market and distribute our products and services through a scalable branchless banking model, which creates significant operating leverage throughout our business as we continue to grow.

Our Growth and Performance

As of December 31, 2012, on a consolidated basis, we had total assets of $2.1 billion, total loans of $1.6 billion, total deposits of $1.8 billion and shareholders’ equity of $217.7 million. According to SNL Financial, of the 167 banks established in 2007, as of December 31, 2012 TriState Capital Bank was the largest in terms of total assets based solely on organic growth. Our total loans grew 16.7% for the year ended December 31, 2012. In growing our organization, we have continually maintained our emphasis on risk management and asset quality. Our ratio of nonperforming assets to total assets was 1.10% as of December 31, 2012. We achieved this growth, strong asset quality ratios and profitability during a time that included a severe national recession and slow economic growth.

Our performance and profitability has paralleled our growth while we maintained strong capital levels. We became profitable on a quarterly basis in the fourth quarter of 2009, and we have remained profitable on a quarterly basis since then. For the year ended December 31, 2012, our total revenue and pre-tax, pre-provision net revenue grew by 25.0% and 53.9%, respectively, from 2011 and our net income available to common shareholders and diluted earnings per share grew by 60.5% and 42.4%, respectively, from 2011.

ended December 31, 2012 as compared to 3.97% and 68.03%, respectively, for 2011. We have also positioned our balance sheet and managed our interest rate risk position such that our net interest income should benefit during a rising interest rate environment. The table below sets forth certain of our selected financial data, asset quality data and key ratios.


	As of or for the Year Ended December 31,									2012 Change from 2011
	2012			2011			2010			Amount		Percent
	(Dollars in thousands, except per share data)
Summary financial data: ⁽¹⁾
Total assets	$	2,073,129		$	1,833,450		$	1,659,752		$	239,679		13.1	%
Total loans ⁽²⁾		1,641,628			1,406,995			1,283,745			234,633		16.7	%
Total deposits		1,823,379			1,637,126			1,470,600			186,253		11.4	%
Total revenue ⁽³⁾		62,445			49,966			46,497			12,479		25.0	%
Pre-tax, pre-provision net revenue ⁽³⁾		24,580			15,972			12,905			8,608		53.9	%
Net income (loss) available (attributable) to common shareholders ⁽⁴⁾		9,147			5,700			13,410			3,447		60.5	%
Diluted earnings (loss) per share ⁽⁴⁾	$	0.47		$	0.33		$	0.83		$	0.14		42.4	%
Summary asset quality data: ⁽¹⁾
Net charge-offs to average loans		0.43	%		0.46	%		0.31	%
Nonperforming assets to total assets ⁽⁶⁾		1.10	%		0.90	%		0.92	%
Key ratios: ⁽¹⁾
Net interest margin ⁽⁵⁾		2.94	%		2.67	%		2.61	%
Efficiency ratio ⁽³⁾		60.64	%		68.03	%		72.25	%
Return on average equity ⁽⁴⁾		5.24	%		3.97	%		9.68	%
Tier 1 leverage capital ratio		10.35	%		10.18	%		9.85	%
Tier 1 risk-based capital ratio		10.95	%		10.63	%		11.48	%
Total risk-based capital ratio		11.88	%		11.60	%		12.59	%

(1)

We have derived the summary financial data from our audited consolidated statements of financial condition as of December 31, 2012 and 2011 included elsewhere in this prospectus, our audited consolidated statements of financial condition as of December 31, 2010 not included in this prospectus, and our audited consolidated statements of income included elsewhere in this prospectus. The summary asset quality data and key ratios are unaudited and are derived from the financial statements as of and for the years presented. Average balances have been computed using daily averages. Our historical results may not be indicative of our results for any future period.

(2)	Total loans are net of unearned discounts and deferred fees and costs.

(3)	These measures are not measures recognized under GAAP and are therefore considered to be non-GAAP financial measures. See “ Selected Historical Consolidated Financial Data—Non-GAAP Financial Measures ” for a reconciliation of these measures to their most directly comparable GAAP measures.

(4)

(5)	Net interest margin is calculated on a fully taxable equivalent basis.

(6)	Nonperforming assets consist of nonperforming loans and real estate and other property that we have repossessed.

Our Business Strategy

The genesis of our formation was a belief by our founder and our cofounders, that the banking needs of middle market businesses in our primary markets and many high net worth individuals were not adequately served by the banking industry. Our founder and cofounders believed that a sales oriented, conservatively managed and scalable de novo bank, with highly experienced bankers and without the cost structure of a traditional branch network, could grow and generate attractive returns for shareholders. With this plan, our founder and cofounders were successful in raising gross proceeds of approximately $104.1 million through the sale of common stock to charter the Bank and fund our initial growth. Since then, we have raised gross proceeds of approximately $122.3 million though the sale of additional common and convertible preferred stock through private offerings in 2008, 2010 and 2012 to continue to execute our growth strategy. We also raised gross proceeds of approximately $23.0 million through our voluntary participation in the Department of the Treasury’s Capital Purchase Program that was redeemed in September 2012.

Our founder’s and cofounders’ vision and our business strategies have successfully guided our efforts since we began operations in 2007 and contributed to our success. The following are the key components of our business strategies:

Our Sales and Distribution Culture. We focus on efficient and profitable sales and distribution of middle market business and private banking products and services, while maintaining a low-risk and diversified balance sheet. Each of our 35 middle market and private banking relationship managers concentrates on marketing our specific product and service offerings within his or her target market. Our relationship managers have significant experience in the banking and financial services industries and are focused on customer service. We monitor gross profit contribution, loan and deposit growth and asset quality by market and by relationship manager. Our compensation program is designed to incentivize our market presidents and relationship managers to prudently grow their loans, deposits and profitability, while maintaining strong asset quality.

Disciplined Risk Management. We place an uncompromising emphasis on effective risk management as an integral component of our organizational culture. We use our risk management infrastructure to monitor existing operations, support decision-making and improve the success rate of new initiatives. To maintain strong asset quality, we employ centralized and thorough loan underwriting, a diversified loan portfolio, highly experienced credit analysts and portfolio managers and a conservative investment securities portfolio. Our relationship managers have no individual signing authority and, except for a narrowly defined category of loans secured solely by cash or marketable securities, each new loan request must be approved by our senior loan committee. In addition, we have focused on growing loans originated through our private banking channel. We believe these loans have lower credit risk because they are typically personally guaranteed by high net worth borrowers and/or are secured by readily liquid collateral, such as marketable securities.

Lending Strategy. We generate loans through our middle market banking and private banking channels . These channels provide risk diversification and offer significant growth opportunities.

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Middle Market Banking Channel . As of January 15, 2013, there were more than 125,000 middle market businesses (defined as businesses with revenues between $5.0 million and $300.0 million) located within our primary markets. To capitalize on this opportunity, each of our representative offices is led by a market president who has over 25 years of banking experience, including significant experience in his or her relevant geographic markets. Our market presidents understand the specialized lending needs of the middle market businesses in their area. They are supported by highly experienced relationship managers with a reputation for success in targeting middle market business customers and maintaining strong credit quality within their loan portfolios.

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As shown in the table below, we have achieved loan growth through each of our banking channels. Our middle market banking channel generated $84.9 million of loan growth for the year ended December 31, 2012. Within our middle market channel, our commercial and industrial loans grew by $110.3 million, or 17.1%, while our commercial real estate loans declined by $25.4 million, or 5.3%, for the year ended December 31, 2012.

ended December 31, 2012. In addition, as of December 31, 2012, $223.9 million of our private banking channel loans were secured by marketable securities, which represented an increase of $115.3 million, or 106.2%, for the year ended December 31, 2012. We expect continued strong loan and deposit growth in this channel, in part, because we added 11 new loan referral relationships during the year ended December 31, 2012, and 16 during 2011. As we broaden our existing referral relationships and add new referral relationships, we expect continued growth in our marketable securities loans.


	As of December 31,						2012 Change from 2011
	2012		2011		2010		Amount		Percent
	(Dollars in thousands)
Middle market banking offices:
Western Pennsylvania	$	367,752	$	342,135	$	318,637	$	25,617		7.5	%
Eastern Pennsylvania		404,637		371,163		318,505		33,474		9.0	%
Ohio		264,320		248,564		247,672		15,756		6.3	%
New Jersey		171,057		165,004		165,059		6,053		3.7	%
New York ⁽¹⁾		4,000		N/A		N/A		4,000		N/A

Total middle market banking channel loans		1,211,766		1,126,866		1,049,873		84,900		7.5	%
Total private banking channel loans		435,580		285,352		240,073		150,228		52.6	%

Total loans, before deferred loan fees	$	1,647,346	$	1,412,218	$	1,289,946	$	235,128		16.6	%

(1)	Our New York representative office opened for business in August 2012.

Deposit Funding Strategy. Since inception, we have focused on creating and growing diversified, stable, and low all-in cost deposit channels, both in our primary markets and across the United States, without operating a traditional branch network. As of December 31, 2012, we consider more than 90.0% of our total deposits to be sourced from direct customer relationships. We believe our sources of deposits continue to provide excellent opportunities for growth. Our sources of deposits include:

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deposits from high net worth individuals and business customers from our private banking channel, including family offices, trust companies and wealth management firms;

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deposits from businesses and municipalities located within our primary markets; and

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deposit accounts from financial institutions.

Wealth Management Strategy. We are exploring opportunities to invest in or acquire a wealth management business. We believe that such an acquisition would better position us to leverage our management expertise and relationships, obtain access to new customers, further expand our potential sources of deposits and enhance our non-interest income. Our Chairman, Chief Executive Officer and President, along with several members of our board of directors, including James J. Dolan, James E. Minnick and Richard B. Seidel, have significant experience in investing in and operating wealth management companies. James F. Getz, our Chairman of the Board, Chief Executive Officer and President, is the former president of Federated Securities Corporation, the sales division of Federated Investors, Inc. Mr. Dolan was a senior officer of Federated Investors for 19 years, where he was responsible for customer service, technology, marketing, custody, securities processing and transfer agency services. He also was the founder and chief executive officer of Access Data Corp., a technology based mutual fund compliance outsourcing business, and

he has served for 20 years on the board of directors of a large asset management company. Mr. Minnick has served as president of Lovell Minnick Partners LLC since 1999. Lovell Minnick Partners is an independent private equity firm that focuses on investing in financial services companies, including wealth management firms, and is our largest shareholder. Prior to his position with Lovell Minnick, Mr. Minnick was the president and chief executive officer of Morgan Grenfell Capital Management. Mr. Seidel has extensive experience in financial services and trust administration. Since 1997, Mr. Seidel has served as the chairman of Girard Partners, Ltd., a registered investment advisory firm that specializes in providing wealth management solutions. He also serves as the chairman of Girard Capital, LLC, a registered broker-dealer, and serves on the board of directors of Wilmington Funds (formerly the MTB Group of Funds), an affiliate of M&T Bank. In addition, he cofounded The Fairfield Group in 1983 and, as president, led it to become a large fund management company. Previously, he spent 17 years at Girard Bank (now Bank of New York Mellon). In 1979, he established a holding company subsidiary named GTC Management and, as president, developed one of the first bank proprietary mutual funds in the country.

Our Competitive Strengths

We believe our success is primarily attributable to the following competitive strengths:

Efficient and Scalable Operating Model. We believe our branchless banking model gives us a competitive advantage by eliminating the overhead and intense management requirements of a traditional branch network. Moreover, we believe that we have a scalable platform and organizational infrastructure that position us to grow our revenue more rapidly than our operating expenses. Key attributes of our branchless banking model include: (1) existing relationship manager and staffing levels at our headquarters and representative offices which we believe are adequate to support significant growth; (2) a highly scalable private banking channel through our loan referral relationships; (3) centralized deposit operations, underwriting, portfolio management, credit administration, accounting, finance, risk management, compliance, legal and human resources at our headquarters; (4) qualified external data processing and technology providers; and (5) our ability to replicate our model in new markets with low entry costs, as evidenced by our expansion into New York in August 2012. Relationship managers in our representative offices solicit loan and deposit products and services in their markets and act as liaisons to our headquarters. Consistent with our centralized operations and regulatory requirements, however, we do not disburse or transmit funds, accept loan repayments or contract for deposits or deposit-type liabilities through our representative offices.

We believe the following financial metrics demonstrate the scalability of our business model:

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Improvement in our efficiency ratio to 60.64% for the year ended December 31, 2012, compared with 68.03% for 2011 and 72.25% for 2010. We expect our efficiency to continue to improve as we grow.

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We believe our emphasis on risk management and our credit culture has resulted in our ratio of nonperforming assets to total assets of 1.10% as of December 31, 2012 being significantly lower, according to SNL Financial, than the weighted average ratio of 2.67% for U.S. banks with $1.0 billion to $3.0 billion in assets for the same period. In addition, our ratio of net charge-offs to average loans of 0.43% for the year ended December 31, 2012 was significantly lower than the 0.74% weighted average, according to SNL Financial, for the same peer group.

Market Reputation. We believe that our market reputation has become and will remain a competitive advantage within our primary markets and for our private banking channel. We are now entering our seventh year of operations, and we believe that we have established a reputation as a sophisticated lender and customer-focused financial institution. We believe that, in recent years, some of the larger financial institution competitors in our primary markets have been distracted by legacy asset problems and challenging product lines associated with national economic conditions. These types of problems have not had the same impact on us given the timing of our formation, our limited exposure to higher risk loan products such as land development loans and our relatively strong asset quality. Accordingly, we have been able to focus more of our attention on building strong business and personal relationships and addressing the particular needs of our customers. We expect to continue to take advantage of the strong relationships and reputation that have been forged by our senior management team and our relationship managers.

Our Executive Management Team and Board of Directors

James F. Getz, our Chairman of the Board, Chief Executive Officer, President and founder, is the former president of Federated Securities Corporation, the sales division of Federated Investors, Inc., where he served for approximately 20 years. Mr. Getz also had 10 years of banking experience in Philadelphia prior to joining Federated. Working closely with Mr. Getz are A. William Schenck III, our Vice Chairman and cofounder, and Mark L. Sullivan, our Vice Chairman, Chief Financial Officer and cofounder. Mr. Schenck is the former executive vice president—consumer and small business banking of PNC Financial Services as well as the former Secretary of Banking of the Commonwealth of Pennsylvania. He has more than 30 years of experience in the banking and mortgage industries. Mr. Sullivan previously served clients at Price Waterhouse & Co. (now PricewaterhouseCoopers LLP) and Ernst & Young LLP for more than 30 years. Additional biographical information regarding the three members of our executive management team is included in the section of this prospectus entitled, “Management—Board of Directors and Executive Officers.”

We also benefit from the experience and independence of our board of directors. Six of our current board members serve or have served on boards of public companies. Nine of our twelve directors qualify as “independent directors” under Nasdaq listing rules. In addition, nine of our directors have significant experience building the types of middle market businesses that we serve. Biographical information regarding each of our directors is included in the section of this prospectus entitled, “Management—Board of Directors and Executive Officers.”

Our executive management team and our board of directors are supported by our experienced and deep senior management team. The following biographical information highlights the experience of key members of our senior management team (other than our executive officers). Each of these individuals is a member of our senior loan committee.

John D. Barrett. Mr. Barrett joined TriState Capital in 2011 and serves as President of our Ohio market. He has more than 30 years of banking experience in Ohio and Pennsylvania. Prior to joining us, Mr. Barrett served as the managing director, national commercial banking, at The PrivateBank in Cleveland from December 2007 to June 2011. He also previously served as a senior vice president and manager of corporate banking of LaSalle Bank in Cleveland for three years. Prior to that, he was a senior vice president and manager of commercial banking with US Bank in Cleveland. Mr. Barrett spent the first twelve years of his career with PNC Bank in Pittsburgh and Cleveland. Following formal credit training with PNC Bank, Mr. Barrett began his career in international banking before eventually overseeing commercial banking for the Cleveland market.

Charles C. Fawcett IV . Mr. Fawcett joined TriState Capital in 2006 and currently serves as President of our private banking channel. Mr. Fawcett has over 23 years of banking and financial services experience. Prior to joining us, Mr. Fawcett spent 17 years with Federated Investors in Pittsburgh, where he provided sales, marketing, product development and business development expertise. During his tenure with Federated Investors, Mr. Fawcett served as a director of alliances, vice president in the trust division, vice president of marketing, and vice president of product development.

Joseph M. Finley . Mr. Finley joined TriState Capital in 2007 and serves as President of our Eastern Pennsylvania market. He has over 28 years of banking experience in Pennsylvania. Prior to joining us, Mr. Finley served as vice president and group manager in the Pennsylvania commercial banking division at Wilmington Trust of Pennsylvania for 10 years. Mr. Finley also previously spent 11 years with CoreStates Bank in Philadelphia.

Thomas N. Gilmartin . Mr. Gilmartin joined TriState Capital in 2012 and serves as President of our New York market. He has more than 25 years of banking experience in New York. Prior to joining us, Mr. Gilmartin served as executive vice president and chief lending officer at First National Bank of New York (formerly Madison National Bank) in New York from May 2009 to July 2012. Mr. Gilmartin also previously served as regional vice president / group head with TD Bank in New York (Toronto-Dominion Bank, and formerly Commerce Bank) from February 2003 to May 2009. Prior to his service at TD Bank, Mr. Gilmartin served as senior vice president/director of commercial banking division of Fleet Bank in New York for four years. Mr. Gilmartin began his banking career with Citibank where he received his formal credit training and served for five years.

Thomas M. Groneman. Mr. Groneman joined TriState Capital in 2007 and serves as our Chief Credit Officer. Mr. Groneman is responsible for the overall credit quality and administration of our loan portfolio. He has more than 30 years of banking experience in our primary markets serving in a variety of lending, relationship management, portfolio management, and credit roles. Prior to joining TriState Capital, Mr. Groneman was a regional senior credit officer for Sky Financial in Cleveland, Ohio, which was subsequently acquired by Huntington Bank. He was also involved in various lending and credit positions for PNC Bank for 25 years and Fifth Third Bank for three years.

Vincent W. Locher . Mr. Locher joined TriState Capital in 2013 and serves as President of our Western Pennsylvania market. He has more than 27 years of banking experience, primarily in the Western Pennsylvania market. Prior to joining us, Mr. Locher served as executive vice president and managing director at Huntington National Bank, where he was responsible for the bank’s large portfolio of commercial real estate assets from August 2009 to February 2013. Mr. Locher also previously served as Huntington’s regional president for Pittsburgh, where he oversaw commercial banking, retail banking, private banking, community development and wealth management from May 2002 to July 2009, a role he began with Sky Bank before its acquisition by Huntington Bank. Before joining Sky Bank, Mr. Locher worked in the Western Pennsylvania market with USBancorp, USBank, and Three Rivers Bank from June 1987 to April 2002. Mr. Locher began his career with Dominion Bank in Roanoke, Virginia where he received his formal credit training.

David A. Molnar . Mr. Molnar joined TriState Capital in 2007 and served as President of our Western Pennsylvania market until January 1, 2013. At that time, he assumed responsibility for managing all of our commercial lending as our President—Commercial Lending. He has more than 25 years of banking experience in the Western Pennsylvania and Ohio markets. Prior to joining us, Mr. Molnar was a senior vice president/manager of business development at Citizens Bank in Pittsburgh for four years. Prior to that position, he served as senior vice president/senior relationship manager at Fleet National Bank in Pittsburgh for one year. In addition, Mr. Molnar worked for 19 years at Mellon Bank in Pittsburgh.

Kenneth R. Orchard. Mr. Orchard joined TriState Capital in 2008 and currently serves as President of our New Jersey market. Mr. Orchard has over 40 years commercial banking experience in New Jersey. Prior to his appointment in 2011 as President of our New Jersey market, Mr. Orchard served TriState Capital as Senior Vice President, Commercial Real Estate for three years. Before joining us, Mr. Orchard served as New Jersey division manager for North Fork Bank for five years.

Our Markets

For our middle market banking channel, our primary markets of Pennsylvania, Ohio, New Jersey and New York include the four major metropolitan statistical areas, or MSAs, of Pittsburgh and Philadelphia, Pennsylvania; Cleveland, Ohio and New York, New York in which our headquarters and four representative offices are located. We believe that our primary markets including these MSAs are long-term, attractive markets for the types of products and services that we offer, and we anticipate that these markets will continue to support our projected growth. According to SNL Financial, as of July 1, 2012, the aggregate population of the four MSAs in which our headquarters and four representative offices are located was approximately 29.5 million, which represented approximately 9.4% of the national population at that time. We believe that the population and business concentrations within our primary markets provide attractive opportunities to grow our business.

Through our distribution channels, we pursue and create deposit relationships with customers located throughout the Unites States, as well as more specifically in our primary markets, including the four MSAs where our offices are located. Because our deposit operations are centralized in our Pittsburgh headquarters, though, all of our deposits are aggregated and accounted for in that MSA. For these distribution and reporting reasons, we do not consider deposit market share in any MSA or any of our primary markets to be relevant data. However, for perspective on the size of the deposit markets in which we have offices, the total aggregate deposits in the four MSAs listed below were approximately $1.6 trillion as of June 30, 2012, according to SNL Financial.

The table below presents selected demographics for the MSAs in which our representative offices are located.


MSAs	Total Population July 1, 2012		Population Change 2010-2012 (%)			Median Household Income 2012 ($)		Projected Household Income Change 2012-2017 (%)			Unemployment December 31, 2012 (%)			Unemployment December 31, 2009 (%)
MSAs	Total Population July 1, 2012		Population Change 2010-2012 (%)			Median Household Income 2012 ($)		Projected Household Income Change 2012-2017 (%)			Unemployment December 31, 2012 (%)			Unemployment December 31, 2009 (%)
Pittsburgh		2,370,637		0.61	%	$	46,280		19.2	%		7.2	%		7.8	%
Philadelphia-Camden-Wilmington		6,011,545		0.77	%		57,132		21.2	%		8.4	%		8.7	%
Cleveland-Elyria-Mentor		2,083,928		0.32	%		45,618		16.7	%		6.5	%		8.9	%
New York-Northern New Jersey-Long Island		19,039,570		0.75	%		60,512		21.6	%		8.5	%		9.2	%

Total		29,505,716

USA		313,129,017		1.42	%		50,157		13.4	%		7.8	%		9.9	%

Source:

SNL Financial

We selected the locations for our representative offices partially based upon the number of middle market businesses located in these MSAs and their respective states. As of January 15, 2013, there were more than 125,000 middle market businesses in our primary markets with annual sales between $5.0 million and $300.0 million, which represented approximately 17.8% of the national total as of that date. Accordingly, we believe there are still many prospective middle market clients within our target markets that would be attracted to the types of products and services that we offer.

The following table shows the distribution of middle market businesses among our four primary market states as of January 15, 2013.


Sales ($mm)	Pennsylvania		Ohio		New Jersey		New York		Total
100-300		549		439		452		968		2,408
50-100		1,244		992		1,068		1,944		5,248
10-50		12,398		10,479		11,099		21,296		55,272
5-10		13,804		11,249		11,888		25,466		62,407

Total		27,995		23,159		24,507		49,674		125,335

Source:

OneSource Information Services, Inc.

In addition to middle market businesses in our primary markets, we also serve high net worth individuals on a national basis, which we primarily source through referral relationships with independent broker-dealers, wealth managers, family offices, trust companies and other financial intermediaries. We view our product offerings as being most appealing to those households with $500,000 or more in net worth (not including their primary residence), of which there were 13.8 million households in the United States in 2011, according to SpectremGroup Affluent Market Insights 2012 ^© .

Our Products and Services

We offer our clients an array of products and services, including loan and deposit products, cash management services and capital market services such as interest rate swaps. Our loan products include, among others, commercial and personal loans, asset-based loans, commercial real estate loans, loans secured by marketable securities, acquisition financing, and letters of credit. Our deposit products include, among others, checking accounts, money market deposit accounts, savings accounts, certificates of deposit, and Promontory’s CDARS ^® and Insured Cash Sweep services. Our cash management services include online balance reporting, online bill payment, remote deposit, liquidity services, wire and ACH services, foreign exchange and controlled disbursement. More information about our key products and services, including a discussion about how we manage our products and services within our overall business and enterprise risk strategy, is set forth below.

We expect to continue to develop and implement additional products for our clients, including through our potential future investment in or acquisition of a private wealth management services business. For additional information, see “Description of Business—Business Strategy .”

Loans

Our primary source of income is interest on loans. Our loan portfolio consists primarily of commercial and industrial loans, real estate loans secured by commercial real estate properties and personal loans to our private banking clients. Our loan portfolio represents the highest yielding component of our earning assets.

The following table presents the composition of our loan portfolio, by category, as of December 31, 2012.


	December 31, 2012		Percent of Total Loans
	(Dollars in thousands)
Commercial and industrial loans		876,443		53.2%
Commercial real estate loans		474,679		28.8%
Private banking-personal		296,224		18.0%

Total loans, before deferred loan fees	$	1,647,346		100.0%

Commercial and Industrial Loans . Our commercial and industrial loan portfolio includes loans made to service companies or manufacturers generally for the purpose of production, operating capacity, accounts receivable, inventory or equipment financing acquisitions and recapitalizations. Cash flow from the borrower’s operations provides the primary source of repayment for these loans. Except for our commercial loans that are secured by marketable securities, the primary risks associated with commercial and industrial loans include potential declines in the value of collateral securing these loans, the highly-leveraged nature and inconsistent earnings of some commercial borrowers and the larger amounts of commercial and industrial loans made to individual borrowers. We work throughout the lending process to manage and mitigate such risks within our commercial and industrial loan portfolio.

We focus on making commercial and industrial loans to established, privately-owned and regionally-based businesses that have sales in the $5.0 million to $300.0 million range. Our target commercial and industrial borrowers are businesses that have an established history of loan repayment, predictable growth and cash flow. We will also consider loans to commercial borrowers that are supported by guarantors with recurring cash flow sufficient to service the loan. We benefit from the lending experience of our relationship managers and their relationships with our clients, which results in a better understanding of commercial borrowers and their businesses. This expertise and understanding helps us to focus our marketing efforts towards those commercial customers that will satisfy our underwriting standards and that fit the description of our target customer base.

Our commercial and industrial loans include both working capital lines of credit and term loans. Working capital lines of credit generally have maturities ranging from one to five years. Availability under our

commercial lines of credit is typically limited to a percentage of the value of the assets securing the line. Those assets typically include accounts receivable, inventory and occasionally equipment. Depending on the risk profile of the borrower, we may require periodic accounts receivable and payables agings, as well as borrowing base certificates representing borrowing availability after applying appropriate advance percentage rates to the collateral. Our commercial and industrial term loans generally have maturities between three to five years, and typically do not extend beyond seven-years. Our commercial and industrial lines of credit and term loans typically have floating interest rates.

As of December 31, 2012, we had commercial and industrial loans outstanding of $876.4 million. Included in our commercial and industrial loans were $119.8 million of loans sourced through our private banking channel with the proceeds used for a commercial or business purpose. As of December 31, 2012, a majority of our commercial and industrial loans sourced through our private banking channel were secured by marketable securities.

Commercial Real Estate Loans. We concentrate on making commercial real estate loans to experienced borrowers that have an established history of successful projects. The cash flow from income-producing properties or the sale of property from for-sale construction and development loans are generally the primary sources of repayment for these loans. The equity sponsors of our borrowers generally provide a secondary source of repayment from excess global cash flows. The primary risks associated with commercial real estate loans include credit risk arising from difficulty in liquidating collateral securing the loans, the dependency of repayment upon income generated from the property securing the loan and the vulnerability of such income to changes in market conditions. We work throughout the lending process to manage and mitigate such risks within our commercial real estate loan portfolio.

A majority of our commercial real estate loans are made to borrowers and projects or properties located within our primary markets. Our relationship managers are experienced lenders who are familiar with the trends within their local real estate markets.

The table below shows the composition of our commercial real estate portfolio as of December 31, 2012.


	December 31, 2012		Percent of CRE Loans		Percent of Total Loans
	(Dollars in thousands)
Real estate term loans:
Other income-producing property loans	$	331,162		69.8%		20.2%
Owner-occupied term loans		46,823		9.9%		2.8%
Multifamily/apartments loans		46,912		9.9%		2.8%

Total real estate term loans	$	424,897		89.6%		25.8%
Residential construction loans		5,234		1.1%		0.3%
Other construction loans		38,174		8.0%		2.3%
Land development loans		6,374		1.3%		0.4%

Total commercial real estate loans	$	474,679		100.0%		28.8%

Included in the commercial real estate loans above are $19.5 million of loans sourced through our private banking channel with proceeds to be used for a commercial or business purpose.

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Real Estate Term Loans . As of December 31, 2012, approximately $424.9 million, or approximately 25.8% of total loans, consisted of real estate term loans. Our real estate term loans include credit secured by various types of income-producing properties, owner-occupied term loans and multifamily/apartment loans. In making real estate term loans, we look for income-producing properties that have established cash flows sufficient to service the proposed loan on an amortizing basis. Our real estate term loans generally have maturities of five to seven years and are offered with both fixed and floating interest rates. In addition to providing real estate term loans for investment properties, we also finance owner-occupied commercial properties.

•

Construction Loans. As of December 31, 2012, approximately $43.4 million, or approximately 2.6% of total loans, consisted of residential and other construction loans. Our residential construction loans are typically for single-family residential properties. Our other construction loans are typically for projects used in manufacturing, warehousing, office, service, retail and multi-family housing. These loans are usually floating rate loans. Generally, our construction loans have a term of one to three years, but can include an amortizing term loan period of generally three to five years contingent upon the property meeting established debt service coverage levels. Properties related to our construction loans are frequently pre-leased at a level that will generate sufficient cash flow to service the fully advanced construction loan on an amortizing basis upon the completion of construction.

•

Land Development Loans . As of December 31, 2012, the remaining $6.4 million, or approximately 0.4% of total loans, consisted of land development loans. Our land development loans include loans to finance the purchase and development of land for sale. We make these loans on a limited basis. In making land development loans, we typically require a higher level of equity to be invested by the borrower and strong levels of borrower global cash flows to reduce reliance on land sales for repayment of the loan. These loans are typically structured as lines of credit with one to three year maturities and usually have floating interest rates.

Private Banking-Personal Loans . Our private banking-personal loans, along with certain of our loans classified as commercial loans, are sourced through our private banking channel, which operates on a national basis. These loans consist primarily of loans made to high net worth individuals that may be secured by cash, marketable securities, residential property or other financial assets. We also have a limited number of unsecured loans and lines of credit in our private banking-personal loan portfolio that have been made to creditworthy borrowers. The primary source of repayment for these loans is the income and assets of the borrower(s). Because most of our private banking-personal loans are secured by marketable securities or residential real estate, we believe the credit risk inherent in this segment of our portfolio is lower than the risk associated with our commercial and industrial and commercial real estate portfolios, although there are risks associated with the value of the collateral these loans. We work throughout the lending process to manage and mitigate such risks within our private banking-personal loan portfolio.

Our private banking-personal lines of credit are generally due on demand or have terms of 364 days. Our term loans (other than mortgage loans) in this category generally have maturities of three to five years. Our residential mortgage loans typically have maturities of seven years or less, although we have made mortgage loans with maturities of up to ten years on a limited basis. Our personal lines of credit typically have floating interest rates. On an accommodative basis, we have made personal residential real estate loans consisting primarily of first and second mortgage loans for residential properties, including jumbo mortgages. We examine the personal cash flow and liquidity of our individual borrowers when underwriting our private banking-personal loans not secured by marketable securities. In some cases we require our borrowers to agree to maintain a minimum level of liquidity that will be sufficient to repay the loan.

As of December 31, 2012, we had $296.2 million of outstanding private banking-personal loans. As discussed above, we also make loans through our private banking channel with the proceeds used for a commercial or business purpose. Those loans are included in the above-described commercial and industrial and commercial real estate categories for the purposes of this discussion. The table below includes all loans made through our private banking channel, by collateral type, as of the dates indicated.


	December 31,
	2012		2011		2010
	(In thousands)
Private banking-personal loans:
Secured by residential real estate	$	136,899	$	106,272	$	106,341
Secured by marketable securities ⁽¹⁾		139,088		76,272		66,221
Other		20,237		20,440		19,264

Total private banking-personal loans		296,224		202,984		191,826
Private banking-commercial loans:
Secured by commercial real estate		19,531		19,095		12,586
Secured by marketable securities ⁽¹⁾		84,853		32,333		16,060
Other		34,972		30,940		19,601

Total private banking-commercial loans		139,356		82,368		48,247

Total private banking channel loans	$	435,580	$	285,352	$	240,073

(1)	Aggregate loans secured by marketable securities were $223.9 million, $108.6 million and $82.3 million as of December 31, 2012, December 31, 2011 and December 31, 2010, respectively.

Loan Underwriting

Our focus on maintaining strong asset quality is pervasive throughout all aspects of our lending activities, and it is especially apparent in our loan underwriting function. We are selective in targeting our lending to middle market businesses, commercial real estate investors and developers and high net worth individuals that we believe will meet our credit standards. Our credit standards are determined by our Credit Risk Policy Committee that is made up of senior bank officers, including our Chairman and Chief Executive Officer, Vice Chairman, Chief Financial Officer, Chief Credit Officer, Chief Risk Officer and our market presidents.

Our underwriting process is multilayered. Prospective loans are first reviewed by our relationship managers and market presidents. The prospective commercial and certain private banking loans are then presented to a pre-screen group composed of the Chief Credit Officer and all of the market presidents. Finally, the prospective loans are submitted to our senior loan committee for approval, with the exception of a limited amount loans that are fully secured by marketable securities. Members of the senior loan committee include our Chairman and Chief Executive Officer, Vice Chairman, Chief Financial Officer, Chief Credit Officer, Chief Risk Officer (as a non-voting member) and our market presidents. All of our lending personnel, from our relationship managers to the members of our senior loan committee, have significant experience that benefits our underwriting process.

We maintain high credit quality standards. Each credit approval, renewal, extension, modification or waiver is documented in written form to reflect all pertinent aspects of the transaction. Our underwriting analysis generally includes an evaluation of the borrower’s business, industry, operating performance, financial condition and frequently includes a sensitivity analysis of the borrower’s ability to repay the loan.

Our lending activities are subject to internal exposure limits that restrict concentrations of loans within our portfolio to certain maximum percentages of our total loans and/or our total capital levels. These exposure limits are approved by our senior loan committee and our board of directors based upon recommendations made by the Credit Risk Policy Committee. Our internal exposure limits are established to avoid unacceptable concentrations in a number of areas, including in our different loan categories and in specific industries. In addition, we have established internal guidelines limiting the maximum amount of credit that we will extend to any one borrowing relationship.

Loan Participations

We make loans that are originated directly by us, and also loans where we provide a pro rata portion of a larger credit facility that is collectively offered by a group of banks with one bank acting as the agent bank. We divide these participation loans into two categories: syndications and club participations. Syndicated participations are participations in loans of at least $20 million that are shared by three or more financial institutions. Our club participations include all of our other participations. Our club participations generally have the following characteristics: (1) a smaller number of participating banks; (2) we hold a larger pro rata percentage participation in the credit; (3) we have a depository relationship with the borrower; and (4) we provide active input with respect to the management of the credit. Many of our syndicated loans also have one or more of the above-described characteristics.

We are part of the originating bank group in connection with our loan participations and none of the participation loans currently in our loan portfolio have been purchased on the secondary market. Our participation loans are to borrowers typically located within our primary markets and are generally made to companies that are known to us and with whom we have direct contact. We utilize the same underwriting criteria for our participations that we use for loans that we originate directly.

Loan participations offer advantages in a diversified loan portfolio. These loans have helped us to diversity the risk inherent in our loan portfolio by allowing us to access a broader array of corporations with different credit profiles, repayment sources, geographic footprints and with larger revenue bases than those businesses associated with our direct loans.

The following table presents the composition of our loan portfolio, by category based upon direct loans and participations, as of the dates indicated.


	December 31,
	2012		2011		2010
	(In thousands)
Sole bank	$	903,792	$	732,061	$	662,771
Lead bank		73,711		72,597		47,731

Total direct loans		977,503		804,658		710,502

Club		196,299		166,047		143,019
Syndication		473,544		441,513		436,425

Total participation loans		669,843		607,560		579,444

Total loans, before deferred loan fees	$	1,647,346	$	1,412,218	$	1,289,946

Private Equity Lending

We make loans to companies owned by private equity funds. A majority of the private equity funds that support these borrowers are located within our primary markets. Generally, our private equity fund relationships are with large, well established funds with committed investors. We believe these types of funds possess the financial strength, experience and professionalism to effectively evaluate, manage and support their acquisitions. The companies that we typically finance that are owned by private equity funds are either located within our primary markets or, if outside, are located where we can efficiently service the relationship. We maintain regular direct contact with private equity funds regarding the performance of their companies for which we have provided financing. We regularly monitor our exposure level to any one private equity fund sponsor and have established an internal limit for the amount of term loans made to companies owned by private equity funds. As of December 31, 2012, we had $377.7 million in term loans to private equity backed businesses, which represented approximately 22.9% of our total loans.

Loan Portfolio Concentrations

Diversified lending approach. We are committed to maintaining a diversified loan portfolio. We also concentrate on making loans to businesses where we have or can obtain the necessary expertise to understand the credit risks commonly associated with the borrower’s industry. We avoid lending to businesses that would require a high level of specialized industry knowledge that we do not have. The following table shows the composition of our loan portfolio by borrower industry as of December 31, 2012.


	December 31, 2012		Percent of Total Commercial Loans
	(Dollars in thousands)
Industry:
Real estate, rental and leasing	$	351,459		21.3%
Service		348,137		21.1%
Manufacturing		351,859		21.4%
Private household		274,894		16.7%
Wholesale trade		74,602		4.5%
Construction		61,379		3.7%
Information		29,805		1.8%
Retail trade		48,521		2.9%
Transportation and warehousing		33,281		2.0%
Mining		29,649		1.8%
All others		43,760		2.8%

Total loans, before deferred loan fees	$	1,647,346		100.0%

Borrowers represented within the real estate, rental and leasing category are largely owners and managers of both residential and non-residential commercial real estate income-producing properties. Loans extended to borrowers within the service industries include loans to finance working capital and equipment. Significant trade categories represented within the service industries include, among others, financial services, scientific/technical services, health care and hospitality services. Loans extended to borrowers within the manufacturing industry include loans to manufacturers of paper, chemicals, plastics, rubber, glass and clay products. Loans extended to borrowers in the private household industry include our private banking-personal loans.

Geographic criteria . We focus on developing client relationships with companies that have headquarters and/or significant operations within our primary markets.

The table below shows the composition of our commercial and industrial loans and our commercial real estate loans based upon the states where our borrowers are located. Loans to borrowers located in our four primary market states make up 75.5% of our total commercial loans outstanding as of December 31, 2012. When those loans are aggregated with our loans to borrowers located in states that are contiguous to our primary market states, the percentage increases to approximately 86.9% of our commercial loan portfolio.


	December 31, 2012		Percent of Total Loans
	(Dollars in thousands)
Geographic region:
Pennsylvania	$	486,470		36.0	%
Ohio		242,032		17.9	%
New Jersey		165,843		12.3	%
New York		125,095		9.3	%
Contiguous states		154,036		11.4	%
Other states		177,646		13.1	%

Total commercial loans, before deferred loan fees	$	1,351,122		100.0	%

Large Credit Relationships

We originate and maintain large credit relationships with numerous customers in the ordinary course of our business. We have established an informal, internal limit on loans to one borrower that is significantly lower than our legal lending limit of approximately $35.2 million as of December 31, 2012. Our present informal, internal lending limit is $10.0 million based upon our total credit exposure to any one borrowing relationship. However, exceptions to this limit may be made in the case of particularly strong credits. As of December 31, 2012, our average loan size was approximately $1.7 million.

The following table summarizes the aggregate committed and outstanding balances of our larger credit relationships as of December 31, 2012.


	December 31, 2012
	Number of Relationships		Committed Balance		Outstanding Balance
	(Dollars in thousands)
Large credit relationships:
>$15.0 million to $20.0 million ⁽¹⁾		1	$	18,000	$	18,000
>$10.0 million to $15.0 million		17		212,552		123,112
$5.0 million to $10.0 million		156		1,232,025		879,452

(1)	The single loan included between $15.0 million to $20.0 million is secured by marketable securities.

Loan Pricing

We generally extend variable-rate loans on which the interest rate fluctuations are based upon a predetermined indicator, such as the United States prime rate or the London Interbank Offered Rate, or LIBOR. Our use of variable-rate loans is designed to mitigate our interest rate risk to the extent that the rates that we charge on our variable-rate loans will rise or fall in tandem with rates that we must pay to acquire deposits and vice versa. As of December 31, 2012, approximately 29.9% of our variable-rate loans also contained a minimum interest rate, or floor, which helps to preserve our interest rate spread. As of December 31, 2012, approximately 86.3% of our loans had variable rates and approximately 13.7% of our loans had fixed rates.

Deposits

An important aspect of our business franchise is the ability to gather deposits. Deposits provide the primary source of funding for our lending activities. We offer traditional depository products including checking accounts, money market deposit accounts, savings accounts and certificates of deposit and CDARS ^® reciprocal products. We also offer cash management services, including online balance reporting, online bill payment, remote deposit, liquidity services, wire and ACH services and collateral disbursement. Our deposits are insured by the FDIC up to statutory limits. Our average non-brokered deposit account size was $290,000 as of December 31, 2012. The weighted average life on all of our transaction accounts (including our money market deposit accounts and checking accounts) was 797 days at December 31, 2012.

As our institution has matured, we have been successful in developing our non-brokered deposit relationships, and this has enabled us to decrease our reliance on brokered deposits. As of December 31, 2012, non-brokered deposits represented approximately 60.6% of our total deposits. Our non-brokered deposit sources primarily include deposits from financial institutions, high net wealth individuals, family offices, trust companies, wealth management firms, business customers and their executives. We compete for non-brokered deposits by offering a broad range of deposit products at competitive rates. We also attract non-brokered deposits by offering customers a variety of cash management services. We maintain direct customer relationships with many of our depositors whose deposits are considered to be brokered for regulatory purposes, including with many of our CDARS ^® reciprocal depositors and with depositors of certain uninsured checking and money market balances. For additional information about our deposit products and our overall funding strategy, see the section above entitled, “—Our Business Strategy—Deposit Funding Strategy.”

The table below shows the balances of our deposit portfolio by source for the year ended December 31, 2012:


	December 31,									December 31, 2012 Change from December 31, 2011
	2012			2011			2010			Amount			% Percent
	(Dollars in thousands)
Non-brokered deposits:
Private Banking
Business	$	94,441		$	69,453		$	69,786		$	24,988			36.0	%
Personal		181,901			168,489			198,126			13,412			8.0	%

Total private banking		276,342			237,942			267,912			38,400			16.1	%
Financial institutions		477,268			275,685			54,125			201,583			73.1	%
Businesses		352,016			421,112			325,608			(69,096	)		(16.4	%)
Total non-brokered deposits		1,105,626			934,739			647,645			170,887			18.3	%
Brokered deposits:
Checking and money market deposit accounts		281,322			129,989			159,992			151,333			116.4	%
CDARS ^® time deposits		344,980			421,563			517,006			(76,583	)		(18.2	%)
Brokered time deposits		91,451			150,835			145,957			(59,384	)		(39.4	%)

Total brokered deposits		717,753			702,387			822,955			15,366			2.2	%

Total deposits	$	1,823,379		$	1,637,126		$	1,470,600		$	186,253			11.4	%

Non-brokered deposits to total deposits		60.6	%		57.1	%		44.0	%

Competition

We operate in a very competitive industry and face significant competition for customers from bank and non-bank competitors, particularly regional and nationwide institutions, in originating loans, attracting deposits and providing other financial services. We compete for loans and deposits based upon the personal and responsive service offered by our highly experienced relationship managers, access to management and interest rates. As a result of our low fixed operating costs, we believe we are able to compete for customers with the competitive interest rates that we pay on deposits and that we charge on our loans.

Our management believes that our most direct competition for deposits comes from commercial banks, savings and loan associations, credit unions, money market funds and brokerage firms, particularly nationwide and large regional banks, that target the same customers we do. Competition for deposit products is generally based on pricing because of the ease with which customers can transfer deposits from one institution to another. Our cost of funds fluctuates with market interest rates and our ability to further reduce our cost of funds may be affected by higher rates being offered by other financial institutions. During certain interest rate environments, additional significant competition for deposits may be expected to arise from corporate and government debt securities and money market mutual funds.

Our competition in making loans comes principally from nationwide, regional and large community banks, insurance companies and full service brokerage firms. Many large national and regional commercial banks have a significant number of branch offices in the areas in which we operate. Aggressive pricing policies and terms of our competitors on middle market and private banking loans, especially during a period of prolonged low interest rates, may result in a decrease in our loan origination volume and a decrease in our yield on loans. We compete for loans principally through the quality of products and service we provide to middle market customers and private banking referral partners, while maintaining competitive interest rates, loan fees and other loan terms.

Our relationship-based approach to business also enables us to compete with other financial institutions in attracting loans and deposits. Our relationship managers and market presidents have significant experience in the banking industry in the markets they serve and are focused on customer service. By capitalizing on this

experience and by tailoring our products and services to the specific needs of our clients, we have been successful in cultivating stable relationships with our customers and also with financial intermediaries who refer their clients to us for banking services. We believe our approach to customer relationships will assist us in continuing to compete effectively for loans and deposits in our primary markets and nationally through our private banking channel.

Enterprise Risk Management

We place significant emphasis on risk management as an integral component of our organizational culture. We use our risk management practices to monitor existing operations, support decision-making, and improve the success rate for new initiatives.

The mission of our enterprise risk management program is to help ensure the appropriate strategic planning and execution of our business within our desired risk appetite across strategic and financial risk, credit risk, liquidity risk, market risk, operational risk, compliance, legal risk and reputational risk. Our board of directors established our Enterprise Risk Management Committee which includes executive management and, as an independent non-voting member, the Chairman of our Risk Committee. Our Enterprise Risk Management Committee provides oversight to our three subcommittees: ALCO, Credit Risk Policy Committee and Operational Risk and Compliance Committee.

We believe that our emphasis on risk management is manifested in our solid asset quality statistics. Our risk management techniques include quarterly loan reviews by an independent loan review firm and monthly meetings of our Special Assets Group, which includes our executive management, to review criticized assets in order to monitor those relationships and implement corrective measures on a timely basis to minimize losses. In addition, we perform an annual stress test of our commercial real estate portfolio, in which we evaluate the impact on the portfolio of declining economic conditions, including lower rental rates, lower occupancy rates and lower resulting valuations. The stress test focuses only on the cash flow and valuation of the properties and ignores the liquidity, net worth and cash flow of any guarantors related to the credits. We report the results of these stress tests to the Risk Committee of our board of directors.

We also have implemented an extensive asset/liability management process. We utilize interest rate risk modeling on a quarterly basis to assess our interest rate profile and to enhance forward-looking decision making. If our models indicate that our operations are outside of our approved parameters, we utilize responsive planning techniques and escalate our reporting

Information Technology Systems

We devote significant resources to maintain modern, efficient and scalable information technology systems. We outsource most of our processing and services which allows us to select the best provider in each market niche, reduce our costs by leveraging the vendors’ economies of scale and expand our capabilities as needed. We believe our existing systems are capable of accommodating our projected growth in the near future with minimal additional capital expenditures.

Employees

As of December 31, 2012, we had approximately 119 full-time equivalent employees. None of our employees are represented by any collective bargaining unit or are parties to a collective bargaining agreement. We believe that our relations with our employees are good.

Properties

Our main office consists of leased office space located at One Oxford Centre, Suite 2700, 301 Grant Street, Pittsburgh, Pennsylvania. We also lease office space for each of our four representative offices in the

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metropolitan areas of Philadelphia, Pennsylvania; Cleveland, Ohio; Princeton, New Jersey; and New York, New York. The leases for our facilities have terms expiring at dates ranging from 2014 to 2021, although certain of the leases contain options to extend beyond these dates. We believe that our current facilities are adequate for our current level of operations.

We believe that we have the necessary infrastructure in place to support our projected growth in our primary markets. While we expect to continue to expand and diversify our business by hiring additional experienced bankers in our primary markets, we do not anticipate establishing additional offices in new markets at least until our New York market demonstrates sustained profitability.

Legal Proceedings

From time to time we are a party to various litigation matters incidental to the conduct of our business. We are not presently party to any legal proceedings the resolution of which we believe would have a material adverse effect on our business, future prospects, financial condition, liquidity, results of operation, cash flows or capital levels.

Additional Information

From time to time, certain of our directors and officers are involved in legal proceedings (as defined in Item 401 of Regulation S-K) in capacities not directly associated with their roles as officers and directors of TriState Capital Holdings. Described below are certain legal proceedings involving one of our directors and one of our officers, none of which we believe has a material effect on us or the ability of such individuals to serve in their current roles with us or the Bank.

Mr. James J. Dolan is a member of our board of directors. In addition to his other business ventures, Mr. Dolan invests in real estate and other ventures. In October 2011, entities associated with a real estate project for which Mr. Dolan serves as a statutory manager filed a petition for voluntary liquidation under Chapter 7 of the U.S. Bankruptcy Code, which remains pending.

Mr. Charles C. Fawcett IV currently serves as President of our private banking channel. In 2005, Mr. Fawcett was barred from association with any member of the Financial Industry Regulatory Authority, or FINRA. Although FINRA enforcement staff alleged that Mr. Fawcett intentionally deleted emails related to a regulatory investigation, the FINRA hearings panel ultimately found in favor of Mr. Fawcett on those allegations, concluding there was insufficient evidence establishing that Mr. Fawcett knew or had reason to know that the deleted emails were subject to a subpoena or that he had any reason to attempt to conceal the information in the emails. Based upon advice of his counsel, Mr. Fawcett declined to provide information or testimony to FINRA, which resulted in the above sanction.

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MANAGEMENT

General

Our board of directors is composed of 12 members and is divided into four classes of directors, serving staggered four-year terms. Approximately one-fourth of our board of directors is elected by the shareholders at each annual shareholders’ meeting for a term of four years, and the elected directors hold office until their successors are duly elected and qualified or until their earlier death, resignation or removal. Our executive officers are appointed by our board of directors and hold office until their successors are duly appointed.

The board of directors of TriState Capital Bank also consists of 12 members, all of whom are members of our board of directors. As the sole shareholder of the Bank, we elect the directors of TriState Capital Bank annually for a term of one year, and the directors of the Bank hold office until their successors are elected and qualified. The executive officers of the Bank are appointed by its board of directors and hold office until their successors are duly appointed.

We entered into an agreement with the Lovell Minnick funds that permits them to designate one representative who we have appointed to our board of directors and to the board of directors of TriState Capital Bank, and one nonvoting observer to our board of directors and to the board of directors of TriState Capital Bank. We have further agreed that, following the closing of this offering, we will continue to nominate the representative designated by the Lovell Minnick funds for election to our board of directors and to the board of directors of the Bank for so long as the Lovell Minnick funds collectively own more than 4.9% of our outstanding common stock. The Lovell Minnick funds have agreed subject to certain terms and conditions, to waive certain rights they have in connection with their investment in us and this offering. James E. Minnick was appointed in August 2012 to, and currently serves on, our board of directors and the board of directors of TriState Capital Bank as the designee of the Lovell Minnick funds. For additional information about the terms of our Series C preferred stock and related agreements and amendments see, “Description of Capital Stock—Series C Preferred Stock.”

The following table sets forth certain information regarding our directors and executive officers:

Name

Age

Position with TriState
Capital Holdings, Inc.

Position with
TriState Capital Bank

Director
Since

Director
Until / Class

Helen Hanna Casey

Director

2006

2016 / Class IV

E. H. (Gene) Dewhurst

Director

2006

2015 / Class III

James J. Dolan

Director

2006

2013 / Class I

Michael J. Farrell

Director

2011

2016 / Class IV

James F. Getz

Chairman, President, Chief Executive Officer, and Director

2006

2014 / Class II

James H. Graves

Director

2011

2013 / Class I

James E. Minnick

Director

2012

2016 / Class IV

A. William Schenck III

Vice Chairman and Director

2006

2015 / Class III

Richard B. Seidel

Director

2007

2014 / Class II

Mark L. Sullivan

Vice Chairman, Chief Financial Officer, and Director

2006

2013 / Class I

John B. Yasinsky

Director

2006

2015 / Class III

Richard A. Zappala

Director

2007

2014 / Class II

Board of Directors and Executive Officers

A brief description of the background of each of our directors and executive officers is set forth below. All of our executive officers also serve as directors for TriState Capital and TriState Capital Bank. No director or executive officer has any family relationship, as defined in Item 401 of Regulation S-K, with any other director or executive officer.

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Helen Hanna Casey. Since 1991, Ms. Casey has served as president of Hanna Holdings, Inc., a real estate firm located in Pittsburgh, Pennsylvania. She is also a director of Hanna Holdings, Inc. Howard Hanna Real Estate Services which is a subsidiary of Hanna Holdings, Inc., a large residential real estate brokerage company. Since 1987, she has served on the board of directors of West Penn Multi-List, Inc., a company that provides real estate listing services, and she holds the professional designations of GRI (Graduate Realtors Institute) and CRB (Certified Residential Broker). In addition, since 2007, she has served on the board of directors of the Strategic Investment Fund, a private sector source of financing for real estate projects in the City of Pittsburgh and surrounding regions. In the Pittsburgh area, she serves as chairwoman of the Greater Pittsburgh Chamber of Commerce, and a member of the executive committee of the Allegheny Conference on Community Development. Ms. Casey regularly conducts speaking engagements for real estate professionals. She is a graduate of Georgian Court University, B.A., 1971. Ms. Casey’s experience in the real estate industry, as well as her long-standing relationships within the Pittsburgh business and civic community, qualify her to serve on our board of directors.

E.H. (Gene) Dewhurst. Since 1992, Mr. Dewhurst has served as vice president-finance and treasurer for each of the affiliated Falcon Seaboard entities based in Houston, Texas, and since 1998, he has served as a director for those entities. Falcon Seaboard is a privately owned company that currently invests its own funds in businesses that need capital for expansion, acquisition or management changes and is a significant investor in the stock market. Prior to Falcon Seaboard, Mr. Dewhurst was in banking for 20 years. He ended that phase of his career as senior vice president of Bank One, Houston (now JP Morgan Chase, Houston). Mr. Dewhurst currently serves on several other boards, including Biblica, Inc., a global publisher and copyright holder of the NIV version of the Bible; The Houston Symphony Society; College of Biblical Studies, a minority seminary in Houston; and the Greater Houston Partnership. Mr. Dewhurst has extensive board experience, including, among others, service on the board of directors of Central Bank, Houston, Texas, from 1996 to 2009; United Fuel & Energy Corporation, from 2003 to 2009, a publicly traded distributor of gasoline, diesel and lubricant products in the Southwestern and South Central United States that was acquired by Southern Counties Oil Co. in 2009; The Houston Symphony Endowment, from 2006 to 2012; Christian Brothers Automotive Corporation, Houston, Texas, from 2002 to 2008; MarsHill Productions, Missouri City, Texas, from 1991 to 2001, a Christian film production company; American Prudential Capital Inc., from 1998 to 2006, a commercial finance company offering alternative funding; The Exchange Club of Houston, from 1975 to 1984, a service club; and Crime Stoppers of Houston, 1981, including as a founding member. Mr. Dewhurst is a graduate of The University of Texas, B.A. in History, 1969 and the Southwestern Graduate School of Banking at Southern Methodist University, 1984. Mr. Dewhurst’s experience as an investment and corporate finance professional for multiple, diversified entities, including his ability to interpret capital markets, assess financial statements and projections, comprehend capital demand and analyze risk associated with asset allocation, qualify him to serve on our board of directors.

James J. Dolan . Since 1998, Mr. Dolan has served as managing partner of Voyager Group L.P. Voyager Group is a private equity holding company that invests in and operates businesses in the technology, financial service, aviation, natural resource and resort development industries. In addition, Mr. Dolan currently serves as chairman of Ascent Data, a company he founded in May 2009 that provides cloud computing solutions and data center services to middle market companies and legal firms. The company was a spin out of Access Data Corp., a company that Mr. Dolan founded in April 1997 and sold in May 2009. Access Data developed the software, technical infrastructure, and network security to manage the processing of sensitive financial transactions for prominent financial management firms, including Charles Schwab, Janus, The Hartford Group, GE Capital Management and others. Previously, Mr. Dolan was a senior officer of Federated Investors for 19 years where he served as president and chief executive officer of Federated Services Company, a provider of shareholder services, marketing, distribution, custody, transfer agency and technology products to regulated companies and investment advisors. Mr. Dolan previously served as chairman and chief executive officer of Liberty Bank and Trust Company, and he currently serves on the board of directors of PlanMember Services Corp., a large asset management company. He is a graduate of Villanova University, B.A. in English, 1976, and Duquesne University School of Law, J.D., 1980. Mr. Dolan’s experience as a director and officer of financial institutions and financial services companies, his extensive and diverse managerial experience, and his knowledge of real estate finance and development, qualify him to serve on our board of directors.

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Michael J. Farrell . Mr. Farrell is a certified public accountant and he has served as president of Farrell & Co., a private investment management company, since 1982. From 2002 to August 2011, he served as chairman, president and chief executive officer of Standard Steel, LLC, a manufacturer of forged steel wheels and axles for freight railcars, locomotives and passenger railcars. Prior to that, Mr. Farrell served as president of MK Rail Corporation, a subsidiary of Morrison Knudsen that combined five companies that manufactured component parts for railroad locomotives. He was also a certified public accountant for Touche Ross & Co (now Deloitte). Mr. Farrell has served since 1998 on the board of directors of Federated Investors, Inc., a publicly-traded company and a large investment manager in the United States, and he currently serves as chairman of its audit committee. Mr. Farrell is a graduate of The Pennsylvania State University, B.S. in Accounting, 1971, and the Graduate School of Business Administration at Harvard University, O.P.M., 1987. Mr. Farrell’s public accounting background, extensive experience in executive management and as a director of both private and public companies, and his long-standing relationships within the Pittsburgh business and civic community qualify him to serve on our board of directors.

James F. Getz . Mr. Getz has served as the Chairman of the Board and Chief Executive Officer of TriState Capital and TriState Capital Bank since the commencement of business operations in January 2007. Effective January 1, 2013, Mr. Getz also became the President of TriState Capital and TriState Capital Bank. Mr. Getz was president of Federated Securities Corporation, the retail sales division of Federated Investors, Inc. from 1994 until 2006. He also served as president and director of Federated Bank & Trust Company located in Gibbsboro, New Jersey from 1986 until 2006. He was a director of Federated Investors, Inc. from its initial public offering in 1998 until 2003. Because much of Federated’s business consisted of offering mutual funds to bank trust departments and independent broker-dealers, Mr. Getz has first-hand experience with many U.S. financial intermediaries. Before joining Federated in 1986, Mr. Getz’s banking experience included senior positions with Girard Bank, N.A. (now part of Bank of New York Mellon) and First Pennsylvania Bank (acquired by First Fidelity and now part of Wells Fargo). Mr. Getz is a graduate of King’s College in Wilkes-Barre, Pennsylvania, B.A. in History, 1969, and Villanova University in Villanova, Pennsylvania, M.A. in History, 1971. Mr. Getz currently serves on the board of directors of King’s College. During Mr. Getz’s tenure at Federated, inaccurate information about his background and education was published. The inaccurate information was not provided by Mr. Getz and was not contained in his employment application. Mr. Getz’s extensive business, banking and public company experience, as well as his long-standing business and banking relationships within our primary markets, qualify him to serve on our board of directors.

James H. Graves . Mr. Graves has served as managing director and partner of Erwin, Graves & Associates, LP, a management consulting firm located in Dallas, Texas since 2001, and he has over 40 years of experience in the financial services industry. Mr. Graves was a director, vice chairman and chief operating officer of Detwiler, Mitchell & Co., a securities research firm, from 2002 until 2006. Previously, Mr. Graves worked for 11 years at J.C. Bradford & Company, a Nashville-based securities firm, where he held various positions concluding as chief operating officer and head of equity capital markets until it was sold to PaineWebber (now UBS) in 2000. From 1980 to 1991, Mr. Graves worked for Dean Witter Reynolds, Inc., first as head of the energy group and later as head of all of the industry investment banking groups in New York. He was a member of the firm’s senior management committee. Mr. Graves began his career at Citibank and opened the Houston loan production office in 1974. Mr. Graves presently serves as a director of Cash America International, Inc. (NYSE: CSH), a publicly-traded company operating pawn shops and online lending; Hallmark Financial Services, Inc. (NASDAQ: HALL), a publicly-traded insurance group; and BankCap Partners, LP, a private equity fund focused on the U.S. financial services sector which he co-founded in 2006. Mr. Graves also serves as a director and treasurer of The Incarnation Foundation. He is a graduate of Trinity College in Harford, Connecticut, B.A. in Economics, 1971. Mr. Graves’ executive leadership and management experience in several businesses, including large corporations and businesses within the financial services industry, his expertise in analyzing investments in financial services companies, and his experience as a director of both private and public companies qualify him to serve on our board of directors.

James E. Minnick . Mr. Minnick has served as president and as a member of the board of managers of Lovell Minnick Partners LLC since 1999. Lovell Minnick Partners is an independent private equity firm providing equity capital for leveraged buyouts and private company recapitalizations and growth capital for developing companies. From 1987 to 1999, Mr. Minnick was the president and chief executive officer of Morgan Grenfell

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Capital Management, the U.S. subsidiary of the global asset management firm of Morgan Grenfell Asset Management, a wholly owned subsidiary of Deutsche Bank. From 1978 to 1987, Mr. Minnick held various executive roles at SEI Investments and A.G. Becker, which was acquired by SEI Investments. These roles included serving as executive vice president at SEI Investments responsible for the investment consulting business, marketing and product development. Prior to his employment at SEI, Mr. Minnick was employed by an economic consulting firm and resided in Luxembourg. Mr. Minnick is a graduate of the University of Denver, B.A. in Economics, 1971. Mr. Minnick is also a member of the board of managers of Kanaly Holdings LLC, and its subsidiary Kanaly Trust LTA, a Texas-chartered trust company located in Houston, Texas. He also chairs the board of visitors for brain tumor research at Children’s Hospital of Philadelphia and is a trustee of The Episcopal Academy. Mr. Minnick’s extensive experience with respect to capital acquisition and capital markets within the financial services industry, as well as his experience overseeing the growth of early stage portfolio companies, qualify him to serve on our board of directors.

A. William Schenck III. Mr. Schenck served as the President of TriState Capital and TriState Capital Bank from the commencement of business operations in 2007 through January 1, 2013. At that time, he assumed the position of Vice Chairman of TriState Capital Holdings and TriState Capital Bank. He is responsible for working with our relationship mangers to cultivate new middle market business and retain current customers. Mr. Schenck served as secretary of the Pennsylvania Department of Banking and Securities from January 2003 until August 2006. Prior to his public service, Mr. Schenck spent more than 30 years in the banking industry, beginning with Pittsburgh National Bank (now The PNC Financial Services Group), where he rose to the position of executive vice president—consumer and small business banking. He then served as vice chairman of Great Western Financial Corporation, Chatsworth, California, a large financial services company. After that, he served as chairman of the board and chief executive officer of Fleet Mortgage Group, Inc., Columbia, South Carolina. Mr. Schenck is a graduate of the University of Virginia, B.A. in Political Science, 1965. Mr. Schenck’s extensive experience in executive management of multiple financial institutions, as well as his prior regulatory experience, qualify him to serve on our board of directors.

Richard B. Seidel. Since 1997, Mr. Seidel has served as the Chairman of Girard Partners, Ltd., a registered investment advisory firm that specializes in providing wealth management solutions. In addition, since March 2009 he has served as the Chairman of Girard Capital, LLC a registered broker-dealer. He also serves on the board of directors of Wilmington Funds (formerly the MTB Group of Funds), an affiliate of M&T Bank. A published author and lecturer, Richard co-founded The Fairfield Group in 1983, and as its president led it to become a large fund management company. Previously, he spent 17 years at Girard Bank (now Bank of New York Mellon), in numerous capacities including trust administration and counsel, tax management and investments. In 1979, he established a holding company subsidiary named GTC Management, and as president developed a bank proprietary mutual fund. Mr. Seidel is a licensed attorney and is a member of the Pennsylvania bar. Mr. Seidel is a graduate from Georgetown University, B.S. in Accounting and Business, 1963, and holds a law degree from St. John’s University School of Law, LL.B., 1966. Mr. Seidel’s extensive experience in financial services and trust administration, as well as his prior banking and legal experience, qualify him to serve on our board of directors.

Mark L. Sullivan. Mr. Sullivan has served as the Vice Chairman and Chief Financial Officer of TriState Capital and TriState Capital Bank since the commencement of business operations in 2007. As a certified public accountant, he served as a partner of Price Waterhouse & Co. (now PricewaterhouseCoopers LLP) and Ernst & Young LLP for more than 20 years. While with those firms, he worked closely with M&T Bank Corp. As coordinating partner for M&T, he managed all aspects of the firms’ relationship with M&T. This included assisting with the asset and liability management function, independent review and restructuring of the bank’s internal audit function and significant tax planning. During his career in public accounting, Mr. Sullivan had client coordinating partner responsibilities for companies ranging from entrepreneurial businesses to Fortune 50 companies, including Ford Motor Company, Dow Chemical and H.J. Heinz. Mr. Sullivan is a graduate of Providence College, B.S. in Business, 1969, and Babson College, M.B.A., 1970. Mr. Sullivan’s 36-year career in public accounting with 25 years at the partner level focusing primarily on Fortune 500 companies, along with his banking experience and his relationships within the Pittsburgh community, qualify him to serve on our board of directors.

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John B. Yasinsky . Mr. Yasinsky is the retired chairman and chief executive officer of OMNOVA Solutions Inc., a Fairlawn, Ohio-based developer, manufacturer, and marketer of emulsion polymers, specialty chemicals, and building products. Since 2000, he has served as a director of A. Schulman, Inc. in Akron, Ohio (NASDAQ: SHLM), a publicly-traded international supplier of custom compounds and related products. In addition, since 1994 Mr. Yasinsky has served as a director of CMS Energy Corp. in Jackson, Michigan (NYSE: CMS), a publicly-traded electric and natural gas utility company. Mr. Yasinsky is also an executive advisory partner of Wind Point Partners, a Chicago-based private equity firm that partners with executives to acquire and maximize the potential of middle market businesses. A former White House Fellow, Mr. Yasinsky served from 1999 until his retirement in 2000 as chairman and chief executive officer of OMNOVA Solutions, Inc., and continued as chairman until February 2001. From 1994 to 1999 he was the chairman and chief executive officer of GenCorp; and for three decades prior, worked in various positions for Westinghouse Electric Corporation, including serving as group president. Mr. Yasinsky is a graduate of Wheeling Jesuit University, B.S. in Physics, 1961; the University of Pittsburgh, M.S. in Physics, 1963; and Carnegie Mellon University, Ph.D. in Nuclear Science, 1967. Mr. Yasinsky’s prior positions, which provided him with in-depth experience in a broad array of markets, including electrical and energy systems, defense and aerospace, specialty chemicals, plastics and building and decorative products, as well as his experience on boards of directors of other public companies, qualify him to serve on our board of directors.

Richard A. Zappala. Mr. Zappala is the former principal and chairman of The First City Company in Pittsburgh, Pennsylvania, a firm that specializes in the management, leasing and development of shopping centers throughout the Mid-Atlantic states. Mr. Zappala served as chairman of the board of The First City Company until December 2011, and he still serves as a member of its board of directors. Mr. Zappala is a graduate of the University of Notre Dame, B.S. in Electrical Engineering, 1959 and holds a law degree from Duquesne University School of Law, LL.B. 1963. Mr. Zappala’s extensive commercial real estate experience, as well as his longstanding knowledge of and relationships in the Pittsburgh business community, qualify him to serve on our board of directors.

Corporate Governance Principles and Board Matters

We are committed to having sound corporate governance principles, which are essential to running our business efficiently and maintaining our integrity in the marketplace. Our board of directors has adopted Corporate Governance Guidelines that set forth the framework within which our board of directors, assisted by its committees, directs the affairs of our organization. The Corporate Governance Guidelines address, among other things, the composition and functions of our board of directors, director independence, compensation of directors, management succession and review, board committees and selection of new directors. In addition, our board of directors has adopted a Code of Conduct that applies to all of our directors, officers and employees, as well as a separate Code of Ethics for Principal Executive and Senior Financial Officers, including our Chief Executive Officer and Chief Financial Officer. Upon closing of this offering, our Corporate Governance Guidelines, as well the Code of Conduct and Code of Ethics, will be available on our website at www.tscbank.com . We expect that any amendments to the Code of Ethics, or any waivers of its requirements, will be disclosed on our website, as well as any other means required by Nasdaq rules.

Director qualifications. We believe that our directors should have the highest professional and personal ethics and values, consistent with our longstanding values and standards. They should have broad experience at the policy-making level in business, government or banking. They should be committed to enhancing shareholder value and should have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. Their service on boards of other companies should be limited to a number that permits them, given their individual circumstances, to perform responsibly all director duties. Each director must represent the interests of all shareholders. When considering potential director candidates, our board of directors also considers the candidate’s character, judgment, diversity, age, skills, including financial literacy, and experience in the context of our needs and those of the board of directors.

We have no formal policy regarding the diversity of our board of directors. Our Nominating and Corporate Governance Committee and board of directors may therefore consider a broad range of factors

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relating to the qualifications and background of nominees, which may include personal characteristics. Our Nominating and Corporate Governance Committee’s and our board’s priority in selecting board members is identification of persons who will further the interests of our shareholders through his or her established record of professional accomplishment, the ability to contribute positively to the collaborative culture among board members and professional and personal experiences and expertise relevant to our growth strategy. Our Nominating and Corporate Governance Committee implements this goal as part of its nomination process and assesses its implementation during both the nomination process and as part of the committee’s self-assessment process.

Director independence. Under the rules of Nasdaq, independent directors must comprise a majority of our board of directors within a specified period of time of this offering. The rules of Nasdaq, as well as those of the SEC, also impose several other requirements with respect to the independence of our directors. Our board of directors has evaluated the independence of its members based upon the rules of Nasdaq and the SEC. Applying these standards, our board of directors has affirmatively determined that each of our current directors is an independent director, with the exception of James F. Getz, our Chairman, Chief Executive Officer and President, A. William Schenck III, our Vice Chairman and Mark L. Sullivan, our Vice Chairman and Chief Financial Officer. Messrs. Getz, Schenck and Sullivan are also employees of TriState Capital Bank. For additional information, see “Certain Relationships and Related Party Transactions.”

Leadership structure. Our board of directors and the board of directors of TriState Capital Bank each meet on a monthly basis. Our board of directors does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the board of directors because our board of directors believes that it is in the best interests of our organization to make that determination from time to time based on the position and direction of our organization and the membership of our board of directors. Our board of directors has determined that having our Chief Executive Officer serve as Chairman of the board of directors is in the best interests of our shareholders at this time. This structure makes best use of the Chief Executive Officer’s extensive knowledge of our organization and the banking industry. Our board of directors views this arrangement as also providing an efficient nexus between our organization and the board of directors, enabling our board of directors to obtain information pertaining to operational matters expeditiously and enabling our Chairman to bring areas of concern before our board of directors in a timely manner. Because the positions of President, Chief Executive Officer and Chairman are held by the same person, our board of directors will designate one of our independent directors to serve as Lead Independent Director. The Lead Independent Director serves as a liaison between the Chairman and the other independent directors and has the authority to call and chair meetings of the independent directors as often as necessary.

Compensation committee interlocks and insider participation. Upon closing of this offering, none of the members of our Compensation Committee will be or will have been an officer or employee of TriState Capital or TriState Capital Bank. In addition, none of our executive officers serves or has served as a member of the board of directors, Compensation Committee or other board committee performing equivalent functions of any entity that has one or more executive officers serving as one of our directors or on our Compensation Committee.

Board Committees

Our board of directors has established standing committees in connection with the discharge of its responsibilities. These committees include the Audit Committee, the Compensation Committee, the Risk Committee and the Nominating and Corporate Governance Committee. Our board of directors also may establish such other committees as it deems appropriate, in accordance with applicable law and regulations and our corporate governance documents.

Audit Committee. The Audit Committee assists our board of directors in fulfilling its responsibilities for general oversight of the integrity of our financial statements, compliance with legal and regulatory

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requirements, the independent auditors’ qualifications and independence, and the performance of our internal audit function and that of our independent auditors. Among other things, the Audit Committee:

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annually reviews the Audit Committee charter and the committee’s performance;

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appoints, evaluates and determines the compensation of our independent auditors;

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reviews and approves the scope of the annual audit, the audit fee and the financial statements;

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reviews disclosure controls and procedures, internal controls, internal audit function, and corporate policies with respect to financial information; and

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oversees investigations into complaints concerning financial matters, if any.

The Audit Committee works closely with our management as well as our independent auditors. The Audit Committee has the authority to obtain advice and assistance from, and receive appropriate funding to engage outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties.

The members of the Audit Committee are Messrs. Dewhurst, Farrell, Graves and Seidel, each of whom satisfy the applicable independence and other requirements of the SEC and Nasdaq for Audit Committees. Mr. Farrell is the chairperson of our Audit Committee, and serves as our “audit committee financial expert,” as required under the applicable rules of the SEC and Nasdaq.

The Audit Committee has adopted a written charter that, among other things, specifies the scope of its rights and responsibilities. Upon closing of this offering, the charter of the Audit Committee will be available on our website.

Compensation Committee. The Compensation Committee is responsible for discharging the board’s responsibilities relating to compensation of the executives and directors. Among other things, the Compensation Committee:

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evaluates human resources and compensation strategies;

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reviews and approves objectives relevant to executive officer compensation;

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evaluates performance and determines the compensation of our executive officers in accordance with those objectives;

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approves any changes to non-equity based benefit plans involving a material financial commitment;

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recommends to the board of directors compensation for directors; and

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evaluates performance in relation to the Compensation Committee charter.

The members of the Compensation Committee are Helen Hanna Casey and Messrs. Dolan, Minnick, Yasinsky and Zappala, each of whom qualifies as an “independent director” as defined under the applicable rules and regulations of the SEC and Nasdaq, a “non-employee” director under Rule 16b-3 of the Exchange Act and an “outside” director under Section 162(m) of the Internal Revenue Code. James Dolan is the chairperson of our Compensation Committee.

The Compensation Committee has adopted a written charter that among other things, specifies the scope of its rights and responsibilities. Upon closing of this offering, the charter of the Compensation Committee will be available on our website.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is responsible for discharging the board’s responsibilities relating to the corporate governance of our organization. Among other things, the Nominating and Corporate Governance Committee:

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identifies individuals qualified to be directors consistent with the criteria approved by the board of directors and recommending director nominees to the full board of directors;

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ensures that the Audit and Compensation Committees have the benefit of qualified “independent directors”;

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oversees management continuity planning;

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leads the board of directors in its annual performance review; and

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monitors our corporate governance principles and practices.

The members of the Nominating and Corporate Governance Committee are Helen Hanna Casey and Messrs. Seidel, Minnick, Yasinsky and Zappala, each of whom qualifies as an “independent” director as defined under the applicable rules and regulations of the SEC and Nasdaq. Mr. Yasinsky is the chairperson of our Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee has adopted a written charter that among other things specifies the scope of its rights and responsibilities. Upon closing of this offering, the charter of the Nominating and Corporate Governance Committee will be available on our website.

Risk Committee . The Risk Committee is responsible for the overseeing our enterprise-wide risk management framework.

Responsibilities of the Risk Committee involve, among other things:

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enhancing the Boards’ oversight and understanding of enterprise-wide risk management activities and effectiveness and serving as a point of contact between our board of directors and our management-level Committees;

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monitoring and reviewing with management our risk tolerance and major risk exposures, including risk concentrations and correlations;

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reviewing our enterprise risk management framework, including the policies and strategies employed by our management to identify, manage and monitor risks associated with our business objectives; and

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appointing, evaluating and determining the compensation for our internal auditors on non-financial reporting matters.

The members of the Risk Committee are Messrs. Dewhurst, Dolan, Farrell and Graves. Mr. Dewhurst is the chairperson of our Risk Committee.

The Risk Committee has adopted a written charter that among other things, specifies the scope of its rights and responsibilities. Upon closing of this offering, the charter of the Risk Committee will be available on our website.

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EXECUTIVE COMPENSATION

Our named executive officers for 2012, which consist of our principal executive officer and the two other most highly compensated executive officers, are:

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James F. Getz, our President, Chief Executive Officer and Chairman of the Board;

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A. William Schenck III, our Vice Chairman; and

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Mark L. Sullivan, our Vice Chairman and Chief Financial Officer.

We have not entered into employment agreements with any of our executive officers or employees, each of whom serve at the pleasure of our board of directors and is an “at will” employee.

Summary Compensation Table

The following table provides information regarding the compensation of our named executive officers for our fiscal years ended December 31, 2012 and 2011. Except as set forth in the notes to the table, all cash compensation for each of our named executive officers was paid by TriState Capital Bank, where each serves in the same capacity.


Name and Principal Position	Year		Salary ($)		Bonus ($) ⁽¹⁾		Stock Awards ($) ⁽²⁾		Option Awards ($) ⁽²⁾		All Other Compensation ($) ⁽³⁾		Total ($)
James F. Getz Chairman, President and Chief Executive Officer		2012 2011	$	1,500,000 1,500,000	$	650,000 —	$	— 500,000	$	472,150 —	$	31,618 32,161	$	2,653,768 2,032,161
A. William Schenck III, Vice Chairman		2012 2011		425,000 400,000		637,500 429,149		— —		— —		31,618 32,161		1,094,118 861,310
Mark L. Sullivan, Vice Chairman and Chief Financial Officer		2012 2011		425,000 400,000		637,500 429,149		— —		— —		16,684 16,765		1,079,184 845,914

(1)

The bonus compensation plan is based upon established goals for pre-tax income and earnings per share. Performance metrics are also used to further align the interests of the Company, our shareholders and the plan participants. Those metrics encompass credit quality, profitability, budget/efficiencies and the safety and soundness. The bonus compensation plan is actively overseen by our Compensation Committee and reviewed by our full board of directors.

(2)

Represents the aggregate grant date fair value calculated in accordance with applicable accounting guidance without regard to forfeitures. For additional information on our accounting for such awards, please refer to Note 14 to our audited consolidated financial statements included elsewhere in this prospectus.

(3)

As other compensation, Mr. Getz received medical insurance premiums of approximately $14,934 in 2012 and $15,396 in 2011, vision insurance premiums of approximately $184 in both 2012 and 2011, dental insurance premiums of approximately $900 in 2012 and $981 in 2011, life and disability insurance premiums of approximately $1,350 in both 2012 and 2011, a car allowance of $6,900 in each of 2012 and 2011 and employer 401(k) contributions of approximately of $7,350 in 2012 and 2011. As other compensation, Mr. Schenck received medical insurance premiums of approximately $14,934 in 2012 and $15,396 in 2011, vision insurance premiums of approximately $184 in both 2012 and 2011, dental insurance premiums of approximately $900 in 2012 and $981 in 2011, life and disability insurance premiums of approximately $1,350 in both 2012 and 2011, a car allowance of $6,900 in each of 2012 and 2011 and employer 401(k) contributions of approximately of $7,350 in 2012 and 2011. As other compensation, Mr. Sullivan vision insurance premiums of approximately $184 in both 2012 and 2011, dental insurance premiums of approximately $900 in 2012 and $981 in 2011, life and disability insurance premiums of approximately $1,350 in both 2012 and 2011, a car allowance of $6,900 in each of 2012 and 2011 and employer 401(k) contributions of approximately of $7,350 in 2012 and 2011.

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Our Compensation Committee periodically evaluates the compensation and benefit programs for our executive officers and senior management team and makes adjustments intended to achieve our objectives, which include attracting and retaining qualified personnel, managing our compensation expense and related risks, and providing a strong link between performance and pay. For 2011 and 2012, Mr. Getz’s compensation was increased as a result of the significant improvement in our performance and profitability during 2010, 2011 and 2012, which followed the net losses we incurred in the first three years of our operating history. For 2013, the Compensation Committee restructured Mr. Getz’s compensation package to provide more emphasis on incentive compensation, which we believe more directly aligns his compensation with our business objectives, risk management efforts and the interests of our shareholders. As a result, Mr. Getz’s base salary has been reduced to $945,000 for 2013 and he is eligible to receive incentive bonuses that may increase or decrease his total compensation over 2012, depending on our performance. As part of our long-term incentive initiatives, the Compensation Committee also established a supplemental executive retirement plan for Mr. Getz effective as of January 31, 2013. Upon the later to occur of his retirement or completion of 60 months of employment, the plan would pay $25,000 monthly for a period of 180 consecutive months.

Outstanding Equity Awards at 2012 Fiscal Year-End

The following table provides information regarding outstanding equity awards held by each of our named executive officers on December 31, 2012. All of the stock options shown in the table below were granted under the TriState Capital Holdings, Inc. 2006 Stock Option Plan, as amended, or the 2006 Plan. All of the stock options shown in the table below were granted with a per share exercise price equal to the fair market value of our common stock on the grant date. No stock options were exercised by the named executive officers during 2012. In addition, on January 15, 2011, we granted 62,500 shares of restricted stock to James F. Getz as additional compensation for his services, pursuant to a restricted stock award agreement containing the terms and conditions of the grant.


			Option awards								Stock awards
Name	Grant Date		Number of securities underlying unexercised options (#) exercisable ⁽¹⁾		Number of securities underlying unexercised options (#) unexercisable ⁽¹⁾		Option exercise price ($)		Option expiration date		Number of shares or units of stock that have not vested (#) ⁽²⁾		Market value of shares or units of stock that have not vested ($) ⁽³⁾
James F. Getz		12/31/2012				95,000	$	10.25		12/31/2022		—		—
James F. Getz		1/15/2011		—				—		—		50,000	$	400,000
A. William Schenck III		1/22/2007		500,000			$	10.00		1/22/2017		—		—
Mark L. Sullivan		1/22/2007		500,000			$	10.00		1/22/2017		—		—

(1)

Represents stock options, 50% of which vest on the date that is two and one-half years following the grant date, and the remaining 50% of which vest on the fifth anniversary of the grant date. All of the stock options shown in the table above were granted with a per share exercise price equal to the fair market value of our common stock on the grant date. For information regarding valuation of options, please refer to Note 13 to our audited consolidated financial statements included elsewhere in this prospectus.

(2)	Represents unvested shares of restricted stock that fully vested on January 15, 2013.

(3)

Represents the aggregate grant date fair value calculated in accordance with applicable accounting guidance without regard to forfeiture. For additional information on our accounting for such awards, please refer to Note 13 to our audited consolidated financial statements included elsewhere in this prospectus.

Stock Incentive Plan

Our board of directors adopted the 2006 Plan to provide additional incentives to officers, directors and employees for their contributions to our business. The 2006 Plan initially provided for the issuance of 2,000,000 shares of our common stock upon exercise of options. At our April 23, 2012 annual shareholders’ meeting, our shareholders approved an amendment to the 2006 Plan that increased the number of shares of

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our common stock reserved for issuance upon the exercise of stock options to 4,000,000. Up to 100% of the shares reserved for issuance under the 2006 Plan may be issued upon the exercise of “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, although no incentive stock options have been issued to date. Nonqualified stock options may also be granted under the 2006 Plan. All stock options granted under the 2006 Plan are made pursuant to an award agreement, which contains the specific terms and conditions of the grant.

As of December 31, 2012, an aggregate of 2,193,000 stock options were issued and outstanding with a weighted average exercise price of $9.97 share. After taking into account all outstanding unexercised stock options and all shares of our common stock issued upon exercise of stock options, an aggregate of 1,807,000 shares of common stock remain available for issuance under the 2006 Plan.

Administration. The 2006 Plan is administered by the Compensation Committee of our board of directors, which has significant discretion with respect to the issuance of awards, establishment of award terms, modification of plan requirements and adoption of policies and practices related to the implementation of the plan.

Share authorization. As stated above, there are 4,000,000 shares of our common stock that are reserved for issuance upon the exercise of stock options granted under the 2006 Plan. Of those, 1,807,000 shares are not subject to currently-outstanding stock options and are available for issuance under the plan. In connection with recapitalizations, stock dividends, stock splits, combination of shares or other changes in the stock, our Compensation Committee will make proportionate adjustments that it deems appropriate in the aggregate number of shares of common stock that may be issued under the 2006 Plan and the terms of outstanding awards. If any shares of stock covered by an award granted under the 2006 Plan are not purchased or are forfeited or expire, or if an award otherwise terminates without delivery of any shares of stock subject thereto, or is settled in cash in lieu of shares of stock, then the number of shares of stock counted against the aggregate number of shares of stock available under the 2006 Plan with respect to the award will again be available for making awards under the plan.

Term and vesting . Stock options granted under the 2006 Plan contain terms that provide for a graded vesting schedule whereby portions of the options vest in increments over the requisite service period. The options vest fifty percent after two and one-half years following the award date and the remaining fifty percent vest five years following the award date. The term of an option cannot exceed 10 years from the date of grant.

Termination of the 2006 Plan . In accordance with IRS requirements, the 2006 Plan will terminate upon its tenth anniversary in 2016.

Effect of certain transactions. The existence of the 2006 Plan and the stock options granted under the plan will not affect our right or the right of our shareholders to authorize any adjustments, recapitalizations, reorganizations or other changes in our capital structure or our business. The 2006 Plan provides that if we are the surviving corporation in any merger, consolidation or share exchange, any stock options that have been granted under the 2006 Plan will pertain to and apply to the securities to which a holder of the number of shares of our common stock subject to the stock option would have been entitled as a result of the transaction. In any merger, consolidation or share exchange where we are not the surviving corporation, the 2006 Plan provides that there will be substituted for each share of our common stock that is subject to an unexercised stock option, the number of shares of stock of the surviving corporation or an amount of cash, property or assets that were distributed or are distributable to our shareholders in respect of each share of our common stock held by them, and the outstanding stock options will thereafter be exercisable for the stock, securities, cash or property in accordance with their terms.

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Stock option activity. Stock option activity during the periods indicted is as follows:


	Years Ended December 31,
	2012		2011		2010		2009		2008
Number of Options Beginning Balance		1,946,500		1,893,000		1,735,000		1,633,000		1,441,000
Options Granted		271,500		171,000		203,000		124,000		197,000
Options Forfeited		25,000		117,500		45,000		22,000		5,000

Number of Options Ending Balance		2,193,000		1,946,500		1,893,000		1,735,000		1,633,000

Weighted Average Exercise Price:
Options Granted	$	10.20	$	8.94	$	8.06	$	10.90	$	13.61
Options Forfeited		9.06		11.50		13.15		13.44		10.00
Ending Balance	$	9.97	$	9.92	$	10.11	$	10.43	$	10.39

Stock option compensation expense for the year ended December 31, 2012. We have elected to recognize compensation expense for options with graded vesting schedules on a straight-line basis over the requisite service period for the entire option grant. During the year ended December 31, 2012, we recognized share-based compensation expense related to option grants under the 2006 Plan totaling $639,000, compared to $1.4 million for the same period in 2011.

As of December 31, 2012, there was $2.6 million of total unrecognized compensation cost related to non-vested options granted under the plan. The unrecognized compensation cost is expected to be recognized over a weighted average period of 4.1 years.

Stock option compensation expense for the year ended December 31, 2011. During the years ended December 31, 2011 and 2010, we recognized share-based compensation expense related to option grants under the 2006 Plan totaling $1.4 million and $1.5 million, respectively.

Restricted Stock

We granted 62,500 shares of restricted stock Mr. James Getz, our Chairman of the Board, President and Chief Executive Officer, during January 2011 as additional compensation for his services. Under the terms of the award agreement relating to the restricted stock grant, 10% of the shares of restricted stock vested upon issuance in January 2011, another 10% of the shares of restricted stock became vested in January 2012, and the remaining 80% of the shares of restricted stock will vest in January 2013. In addition, in the event of the retirement, disability or death of Mr. Getz during the term of the agreement, any unvested shares of restricted stock would immediately vest upon such event. Except for transfers to certain family members, none of the shares of restricted stock may be sold, transferred, pledged, gifted or otherwise disposed of until the shares have vested. The award agreement includes certain additional restrictions on vesting of the shares consistent with the requirements of the Department of the Treasury’s investment in our preferred stock under the Capital Purchase Program. These additional restrictions on vesting expired upon our repayment of the Department of the Treasury’s investment on September 26, 2012.

The grant date fair value of the restricted stock award is equal to the price of our common stock on the grant date. We will expense the service-based restricted stock award ratably over the two-year vesting period, which commenced in January 2011. The unvested portion of the restricted stock award is subject to forfeiture if the service period is not completed.

401(k) Retirement Plan

We maintain a defined contribution 401(k) retirement savings plan for our employees. Our 401(k) plan is intended to qualify as a tax-qualified plan under Section 401 of the Internal Revenue Code so that contributions to our 401(k) plan and income earned on those contributions are not taxable to participants until withdrawn or distributed from the 401(k) plan. Our 401(k) plan provides that each participant may

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contribute up to 84% of his or her pre-tax compensation, up to a statutory limit of $16,500 for 2011 and $17,000 for 2012. Participants who are at least 50 years old are also entitled to make “catch-up” contributions, which in 2011 and 2012 may be up to an additional $5,500 above the statutory limit.

Beginning in 2011, we automatically contributed three percent of the employee’s semi-monthly base salary to the employee’s 401(k) plan on a per pay basis, subject to IRS limitations. Full-time employees are eligible to participate upon the first month following their first day of employment or having attained age 21, whichever is later. Substantially all of our employees received an automatic contribution of three percent of their base salary in 2012. We did not make any employer contributions to the plan in 2010 or 2009. Under our 401(k) plan, each employee is fully vested in his or her deferred salary contributions. Employee contributions are held and invested by the plan’s trustee.

Compensation of Directors

We pay our non-employee directors based on the directors’ participation in board of directors and committee meetings held throughout the year, and TriState Capital Bank pays its directors in the same manner. Messrs. Getz, Schenck and Sullivan are employees of TriState Capital Bank and as such, do not receive any direct remuneration for serving as a director of TriState Capital Bank or us. During 2012, directors received annual retainer of $30,000. In addition directors received $1,000 per board meeting attended and $1,000 per committee meeting attended. The chairperson of our Audit Committee receives an annual fee of $10,000, the chairperson of our Risk Committee receives an annual fee of $6,000, and the chairperson of each of the Compensation Committee and the Corporate Governance Committee receive annual fees of $5,000, as compensation for their services as chairperson of such committees.

We have also granted stock options to our directors as compensation for their services. In 2012, each of our non-employee directors received options to purchase 6,000 shares of our outstanding common stock with an exercise price of $10.25 per share. It is contemplated that non-employee directors will receive similar grants of stock options for their service as members of our board of directors in future years.

The following table sets forth compensation paid, earned or awarded during 2012 to each of our directors other than Messrs. Getz, Schenck and Sullivan, whose compensation is described in the “Summary Compensation Table” above.


Name	Fees Earned or Paid in Cash ($) ⁽¹⁾		Option Awards ($) ⁽²⁾		Total ($)
Helen Hanna Casey	$	53,000	$	29,820	$	82,820
E. H. (Gene) Dewhurst		79,000		29,820		108,820
James J. Dolan		63,000		29,820		92,820
Michael J. Farrell		70,000		29,820		99,820
James H. Graves		60,000		29,820		89,820
James E. Minnick		9,000		29,820		38,820
Richard B. Seidel		55,000		29,820		84,820
John B. Yasinsky		58,000		29,820		87,820
Richard A. Zappala		53,000		29,820		82,820

(1)

The amounts reported above include retainer fees of $35,000 to Michael Farrell, $31,000 to Gene Dewhurst, $30,000 each to James Dolan and John Yasinsky, and $25,000 to each of the remaining directors paid in cash, in December 2011, but earned in 2012. The amount reported for Mr. Minnick was paid during 2012 and reflects his joining our board of directors in August 2012. The amounts reported exclude retainer fees of $40,000 to Michael Farrell, $36,000 to Gene Dewhurst, $35,000 each to James Dolan and John Yasinsky, and 30,000 to each of the remaining directors, paid in cash in December 2012 to be earned in 2013.

(2)

The amount reported represents the grant date fair value of stock options granted during the applicable fiscal year and does not represent an amount paid to or realized by the director

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during the applicable fiscal year. The fair market value of each option award is estimated on the date of grant using the Black-Scholes option pricing model and the weighted average assumptions. For additional information regarding valuations, please refer to Note 13 to our audited consolidated financial statements included elsewhere in this prospectus.

Directors have been and will continue to be reimbursed for travel, food, lodging and other expenses directly related to their activities as directors. Directors are also entitled to the protection provided by the indemnification provisions in our current articles of incorporation and bylaws, as well as the articles of incorporation and bylaws of TriState Capital Bank.

PRINCIPAL AND SELLING SHAREHOLDERS

The following table provides information regarding the beneficial ownership of our voting stock as of February 28, 2013, and as adjusted to reflect the closing of this offering, for:

•

each person known to us to be the beneficial owner of more than five percent of our common stock;

•

each of our directors and named executive officers;

•

all directors and executive officers, as a group; and

•

the selling shareholder.

Based on the information provided to us by or on behalf of the selling shareholder, the selling shareholder is not a broker-dealer or an affiliate of a broker-dealer.

We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the tables below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws. Unless otherwise noted, the address for each shareholder listed on the table below is: c/o TriState Capital Holdings, Inc., One Oxford Centre, 301 Grant Street, Pittsburgh, Pennsylvania 15219.

The table below calculates the percentage of beneficial ownership of our common stock based on 17,444,730 shares of common stock outstanding as of February 28, 2013 and shares of common stock outstanding upon closing of this offering, except as follows. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of common stock subject to options or other convertible or exercisable securities held by that person that are currently exercisable or convertible or exercisable or convertible within sixty days of February 28, 2013. However, we did not deem these shares outstanding for the purpose of computing the percentage ownership of any other person.

For the purposes of the table below, we have also included beneficial ownership information with respect to the outstanding shares of our Series C preferred stock. Holders of our Series C preferred stock vote as a class with our common stock on an as-converted basis. Upon the closing of this offering, all of the outstanding shares of our Series C preferred stock will be converted into shares of our common stock with a conversion ratio of 100 shares of common stock for each share of our Series C preferred stock.

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We entered into a Preferred Stock Purchase Agreement and a Registration Rights Agreement with the Lovell Minnick funds in connection with their August 2012 purchase of our Series C preferred stock. In addition, we entered into an Agreement Regarding Perpetual Convertible Preferred Stock, Series C, in connection with this offering. Pursuant to these agreements, the Lovell Minnick funds have certain ongoing rights including, among others, certain board representation rights, board observer rights and information and access rights. For additional information about the rights of the holders of the Lovell Minnick funds under these agreements, see “Description of Capital Stock—Series C Preferred Stock.”


	Beneficial Ownership Before this Offering															Shares of Common Stock being Offered						Beneficial Ownership After this Offering
	Shares of Common Stock					Shares of Series C Preferred Stock ⁽¹⁾					Total Shares of Voting Stock					Shares of Common Stock being Offered						Shares of Common Stock
Name of Beneficial Owner	Number		%			Number		%			Number		%			Number			%			Number	%
Greater than 5% Shareholders
Entities affiliated with Lovell Minnick ⁽²⁾		4,878,049		21.9	%		48,780.488		100.00	%		4,878,049		21.9	%		—			—
Financial Stocks Capital Partners V LP ⁽³ ⁾		1,500,000		8.6	%		—		—			1,500,000		6.7	%		—			—
BankCap Partners Fund 1 LP ⁽⁴⁾		1,441,666		8.3	%		—		—			1,441,666		6.5	%		—			—
Stephens Investment Holdings, LLC ⁽⁵⁾		941,667		5.4	%		—		—			941,667		4.2	%		—			—
Silver Creek Special Opportunities Funds ⁽⁶⁾		1,000,000		5.7	%		—		—			1,000,000		4.5	%		—			—
Directors and Executive Officers
Helen Hanna Casey ⁽⁷⁾		41,055		*			—		—			41,055		*			—			—
E.H. (Gene) Dewhurst ⁽⁸⁾		517,000		3.0	%		—		—			517,000		2.3	%		200,000	⁽⁹⁾		1.2	%
James J. Dolan ⁽¹⁰⁾		141,125		*			—		—			141,125		*			—			—
Michael J. Farrell ⁽¹¹⁾		12,500		*			—		—			12,500		*			—			—
James F. Getz ⁽¹²⁾		949,220		5.4	%		—		—			949,220		4.3	%		—			—
James H. Graves ⁽¹³⁾		12,500		*			—		—			12,500		*			—			—
James E. Minnick ⁽¹⁴⁾		4,878,049		21.9	%		48,780.488		100.00	%		4,878,049		21.9	%		—			—
A. William Schenck III ⁽¹⁵⁾		600,125		3.3	%		—		—			600,125		2.6	%		—			—
Richard B. Seidel ⁽¹⁶⁾		32,405		*			—		—			32,405		*			—			—
Mark L. Sullivan ⁽¹⁷⁾		600,045		3.3	%		—		—			600,045		2.6	%		—			—
John B. Yasinsky ⁽¹⁸⁾		43,500		*			—		—			43,500		*			—			—
Richard A. Zappala ⁽¹⁹⁾		112,080		*			—		—			112,080		*			—			—
All directors and executive officers as a group (12 persons)		7,939,604		33.9	%		48,780.488		100.00	%		7,939,604		33.9	%

*	Represents less than 1%.

(1)	Shares of Series C preferred stock will convert into shares of our common stock, with a conversion ratio of 100 shares of common stock for each share of our Series C preferred stock, immediately prior to the closing of this offering.

(2)

Represents 33,736.927 shares of our Series C preferred stock that are held of record by LM III TriState Holdings LLC and 15,043.561 shares of our Series C preferred stock that are held of record by LM III-A TriState Holdings LLC. Holders of our Series C preferred stock vote as a class with our common stock on an as-converted basis. For additional information regarding the rights of our Series C preferred stock, see “Description of Capital Stock—Series C Preferred Stock.” Lovell Minnick Partners LLC is the managing member of Fund III UGP LLC, which is, in turn, the general partner of Lovell Minnick Equity Advisors III LP, which is, in turn, the general partner of each of Lovell Minnick Equity Partners III LP and Lovell Minnick Equity Partners III-A LP. Lovell Minnick Equity Partners III LP is the managing member of LM III TriState Holdings LLC and Lovell Minnick Equity Partners III-A LP is the managing member of LM III-A TriState Holdings LLC. As an officer of Lovell Minnick Partners LLC, Mr. Minnick may be deemed to share beneficial ownership of the shares of our common stock held by the Lovell Minnick funds. Mr. Minnick disclaims beneficial ownership of such shares. Lovell Minnick Partners LLC has voting and dispositive power over these shares. The business address for each of LM III TriState Holdings LLC and LM III-A TriState Holdings LLC is 150 N. Radnor Chester Road, Suite A200, Radnor, Pennsylvania 19087.

(3)	Finstocks Capital Management V, LLC is the general partner of Financial Stocks Capital Partners V LP. Finstocks Capital Management V, LLC is a subsidiary of Elbrook Holdings, LLC, which is a subsidiary of FSI Group, LLC. FSI Group, LLC is

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controlled by Steven N. Stein and John M. Stein, who have voting and dispositive power over the shares of our common stock held by Financial Stocks Capital Partners V LP. The business address for Financial Stocks Capital Partners V LP is 441 Vine Street, Suite 1300, Cincinnati, Ohio 45202.

(4)

The general partner of BankCap Partners Fund 1 LP is BankCap Partners GP. The general partner of BankCap Partners GP is BankCap LLC. Brian D. Jones and Scott A. Reed are the managers of BankCap LLC and share voting and dispositive power over the shares of our common stock held by BankCap Partners Fund 1 LP. The business address of BankCap Partners Fund 1 L.P. is 2000 McKinney Avenue, Suite 820, Dallas, Texas 75201.

(5)

Curtis F. Bradbury, Jr., Douglas H. Martin, and Warren A. Stephens, as the managing members of Stephens Investment Holdings, LLC, have voting and dispositive power over these shares. Stephens Investment Holdings, LLC is under common control with Stephens Inc., a registered broker-dealer. The business address for the Stephens Investment Holdings, LLC is 111 Center Street, Little Rock, Arkansas 72201.

(6)	Includes 500,000 shares held by Silver Creek-Special Opportunities Fund FD Cayman II L.P. and 500,000 shares held by Silver Creek Special Opportunities Fund II LP. The business address for Silver Creek Special Opportunities Fund is 1301 Fifth Avenue, 40 ^th Floor, Seattle, Washington 98101.

(7)	Includes 5,000 shares held by Ms. Casey jointly of record with her spouse, Stephen Casey, and vested options to purchase 16,000 shares of common stock that were granted under the 2006 Plan.

(8)	Includes 500,000 shares held of record by Falcon Seaboard Investment Company, LP for which Mr. Dewhurst serves as the Vice President-Finance, Treasurer and Authorized Representative, and vested options to purchase 16,000 shares of common stock that were granted under the 2006 Plan.

(9)

Consists of 200,000 shares of our common stock to be sold in this offering by Falcon Seaboard Investment Company, LP. Mr. Dewhurst, one of our directors, serves as the Vice President-Finance, Treasurer and Authorized Representative of Falcon Seaboard Investment Company, LP and has voting and dispositive power over such shares.

(10)	Includes 125,000 shares held by Mr. Dolan jointly of record with his spouse, Patricia D. Dolan, and vested options to purchase 16,000 shares of common stock that were granted under the 2006 Plan.

(11)	Includes of 10,000 shares held of record by the Farrell Family Limited Partnership for which Mr. Farrell is the General Partner.

(12)

Includes of 173,118 shares held by Barclays Capital, Inc., FBO James F. Getz Individual Retirement Account, 284,173 shares held by Getz Enterprises, L.P. of which Mr. Getz is the General Partner, 1,720 shares held by Mr. Getz jointly of record with his spouse, Elinor M. Getz, and 62,500 fully-vested shares of restricted stock.

(13)

Does not include shares of common stock held by BankCap Partners Fund 1, LP. Director James H. Graves currently serves on the Fund Board of BankCap Equity Fund LLC, which is the general partner of BankCap Partners GP, L.P., which, in turn, is the general partner of BankCap Partners Fund 1, L.P. Mr. Graves disclaims beneficial ownership of the shares held by investment funds affiliated with BankCap Partners Fund 1, L.P.

(14)	See footnote 2 above.

(15)	Includes 100,000 shares held by the A. William Schenck III Revocable Trust for which Mr. Schenck serves as Trustee, and vested options to purchase 500,000 shares of common stock that were granted under the 2006 Plan.

(16)	Includes vested options to purchase 11,000 shares of common stock that were granted under the 2006 Plan.

(17)	Includes vested options to purchase of 500,000 shares of common stock that were granted under the 2006 Plan.

(18)	Includes 27,500 shares held by Mr. Yasinsky jointly of record with his wife, Marlene A. Yasinsky, and vested options to purchase 16,000 shares of common stock that were granted under the 2006 Plan.

(19)	Includes vested options to purchase 11,000 shares of common stock that were granted under the 2006 Plan.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

In addition to the compensation arrangements with directors and executive officers described in “Executive Compensation” above, the following is a description of each transaction since January 1, 2009, and each proposed transaction in which:

•

we have been or are to be a participant;

•

the amount involved exceeds or will exceed $120,000; and

•

any of our directors, executive officers or beneficial holders of more than 5% of our capital stock, or any immediate family member of or person sharing the household with any of these individuals (other than tenants or employees), had or will have a direct or indirect material interest.

Lovell Minnick Investment

In connection with our most recent private placement, which closed on August 10, 2012, we sold an aggregate of 48,780.488 shares of our Series C preferred stock at a price of $1,025.00 per share to the Lovell Minnick funds, which are investment funds managed by Lovell Minnick Partners LLC. For additional information on the terms of the Series C preferred stock, see “Description of Capital Stock—Series C Preferred Stock.”

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In connection with the investment, we entered into an agreement with the Lovell Minnick funds that, among other things, permits them to designate one representative who we have appointed to our board of directors and to the board of directors of TriState Capital Bank, and one nonvoting observer to our board of directors and to the board of directors of TriState Capital Bank. We have further agreed that, following the closing of this offering, we will continue to nominate the representative designated by the Lovell Minnick funds for election to our board of directors and to the board of directors of the Bank for so long as the Lovell Minnick funds collectively own more than 4.9% of our outstanding common stock. James E. Minnick was appointed in August 2012 to, and currently serves on, our board of directors and the board of directors of TriState Capital Bank as the designee for the Lovell Minnick funds.

Also in connection with the Lovell Minnick investment, we made certain representations and warranties and covenants regarding TriState Capital Bank and us. We believe the terms and conditions set forth in such agreements are reasonable and customary for transactions of this type. For additional information on our agreements with the Lovell Minnick funds, including modifications to those agreements effective upon conversion of the Series C preferred stock upon the closing of this offering, see “Description of Capital Stock—Series C Preferred Stock.”

Finally, we entered into a Registration Rights Agreement for the benefit of the Lovell Minnick funds that purchased shares of our Series C preferred stock in our August 2012 private placement. Under that agreement we have granted certain demand and piggyback registration rights with respect to the shares of common stock into which shares of our Series C preferred stock are convertible. For additional information about the Registration Rights Agreement, see “Description of Capital Stock—Registration Rights.”

Private Placement Offerings

We have engaged in two private offerings of our capital stock since January 1, 2009, in which certain of our executive officers, directors and principal shareholders participated. In addition to the shares of our Series C preferred stock purchased by LM III TriState Holdings LLC and LM III-A TriState Holdings LLC, which are separately described above, the following is a list of our directors, executive officers or principal shareholder that purchased at least $120,000 in shares of our common stock during any calendar year since January 1, 2009:

•

Our principal shareholder, Financial Stocks Capital Partners V, LP, purchased 1,500,000 shares of common stock at a price of $8.00 per share in our July 2010 private placement.

•

TriState Investment Partners II is owned by employees of Stephens Inc. The managers are executives of Stephens Inc., which is under common control with Stephens Investment Holdings, LLC, which is one of our principal shareholders. TriState Investment Partners II purchased 70,796 shares of common stock at a price of $8.00 per share in our July 2010 private placement.

Directed Share Program

Ordinary Banking Relationships

Certain of our officers, directors and principal shareholders, as well as their immediate family members and affiliates, are customers of, or have or have had transactions with, TriState Capital Bank or us in the ordinary course of business. These transactions include deposits, loans and other financial services related transactions. Related party transactions are made in the ordinary course of business, on substantially the same terms, including interest rates and collateral (where applicable), as those prevailing at the time for comparable transactions with persons not related to us, and do not involve more than normal risk of

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collectability or present other features unfavorable to us. As of the date of this prospectus, no related party loans were categorized as nonaccrual, past due, restructured or potential problem loans. We expect to continue to enter into transactions in the ordinary course of business on similar terms with our officers, directors and principal shareholders, as well as their immediate family members and affiliates.

Policies and Procedures Regarding Related Party Transactions

Transactions by TriState Capital or us with related parties are subject to a formal written policy, as well as regulatory requirements and restrictions. These requirements and restrictions include Sections 23A and 23B of the Federal Reserve Act (which govern certain transactions by TriState Capital Bank with its affiliates) and the Federal Reserve’s Regulation O (which governs certain loans by TriState Capital Bank to its executive officers, directors, and principal shareholders). We and our wholly owned subsidiary, TriState Capital Bank, have adopted policies designed to ensure compliance with these regulatory requirements and restrictions.

In addition, prior to closing of this offering, our board of directors will adopt a written policy governing the approval of related party transactions that complies with all applicable requirements of the SEC and Nasdaq concerning related party transactions. Related party transactions are transactions in which we are a participant, the amount involved exceeds $120,000 and a related party has or will have a direct or indirect material interest. Related parties of TriState Capital Holdings, Inc. include directors (including nominees for election as directors), executive officers, beneficial holders of more than 5% of our capital stock and the immediate family members of these persons. Our Chief Risk Officer, in consultation with management and outside counsel, as appropriate, will review potential related party transactions to determine if they are subject to the policy. If so, the transaction will be referred to the Nominating and Corporate Governance Committee for approval. In determining whether to approve a related party transaction, the Nominating and Corporate Governance Committee will consider, among other factors, the fairness of the proposed transaction, the direct or indirect nature of the related party’s interest in the transaction, the appearance of an improper conflict of interests for any director or executive officer taking into account the size of the transaction and the financial position of the related party, whether the transaction would impair an outside director’s independence, the acceptability of the transaction to our regulators and the potential violations of other corporate policies. Upon closing of this offering, our Related Party Transactions Policy will be available on our website.

DESCRIPTION OF CAPITAL STOCK

General

Our articles of incorporation, as amended, authorize us to issue a total of 45,000,000 shares of common stock, no par value per share, and 150,000 shares of preferred stock, no par value per share, of which 48,780.488 shares have been designated as Series C preferred stock. The authorized but unissued shares of our capital stock will be available for future issuance without shareholder approval, unless otherwise required by applicable law or the rules of any applicable securities exchange.

Common Stock

As of December 31, 2012, 17,444,730 shares of our common stock were issued and outstanding and held by approximately 456 shareholders of record. We have reserved an additional 4,878,049 shares for issuance upon the conversion of our issued and outstanding Series C preferred stock. We have also reserved 4,000,000 shares for issuance in connection with stock options that may be granted under our stock incentive plan, 2,193,000 of which are subject to options are outstanding as of December 31, 2012.

Voting. Each holder of our common stock is entitled to one vote for each share on all matters submitted to the shareholders, except as otherwise required by law and subject to the rights and preferences of the

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holders of any outstanding shares of our preferred stock. Holders of our common stock are not entitled to cumulative voting in the election of directors.

Dividends and other distributions. Subject to certain regulatory restrictions discussed in this prospectus and to the rights of holders of any preferred stock that we may issue, all shares of our common stock are entitled to share equally in dividends from legally available funds, when, as, and if declared by our board of directors. Upon any voluntary or involuntary liquidation, dissolution or winding up of our affairs, all shares of our common stock would be entitled to share equally in all of our remaining assets available for distribution to our shareholders after payment of creditors and subject to any prior distribution rights related to our preferred stock. For additional information, see “Supervision and Regulation—Dividends.”

Preemptive rights. Holders of our common stock do not have preemptive or subscription rights to acquire any authorized but unissued shares of our capital stock upon any future issuance of shares.

Preferred Stock

Our articles of incorporation permit us to issue one or more series of preferred stock and authorize our board of directors to designate the preferences, limitations and relative rights of any such series of preferred stock. Each share of a series of preferred stock will have the same relative rights as, and be identical in all respects with, all the other shares of the same series. Preferred stock may have voting rights, subject to applicable law and determination at issuance of our board of directors. While the terms of preferred stock may vary from series to series, holders of our common stock should assume that all shares of preferred stock will be senior to our common stock in respect of distributions and on liquidation.

Although the creation and authorization of preferred stock does not, in and of itself, have any effect on the rights of the holders of our common stock, the issuance of one or more series of preferred stock may affect the holders of common stock in a number of respects, including the following: by subordinating our common stock to the preferred stock with respect to dividend rights, liquidation preferences, and other rights, preferences, and privileges; by diluting the voting power of our common stock; by diluting the earnings per share of our common stock; and by issuing common stock, upon the conversion of the preferred stock, at a price below the fair market value or original issue price of the common stock that is outstanding prior to such issuance.

At this time, the only series of our preferred stock that is authorized, issued and outstanding consists of 48,780.448 shares of our Series C preferred stock. Our Series A and Series B preferred shares, which were issued to the Department of the Treasury in connection with our participation in its Capital Purchase Program, were redeemed on September 26, 2012, and those series have since been cancelled.

Series C Preferred Stock

In connection with our most recent private placement, which closed on August 10, 2012, we sold an aggregate of 48,780.488 shares of our Series C preferred stock at a price of $1,025.00 per share to the Lovell Minnick funds, which are investment funds managed by Lovell Minnick Partners LLC. On an as-converted basis as of December 31, 2012, these shares represented approximately 21.9% of our outstanding common stock, or approximately % of our outstanding common stock on a pro forma basis after the closing of this offering.

Conversion of Series C Preferred Stock in Connection with this Offering

In connection with this offering, the Lovell Minnick funds have agreed, subject to certain terms and conditions, including the closing this offering, to convert all of the outstanding shares of our Series C preferred stock into shares of our common stock, with a conversion ratio of 100 shares of common stock for each share of our Series C preferred stock, immediately prior to the closing of this offering. In connection with the conversion, the Lovell Minnick funds have agreed to, among other things, the following:

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The Lovell Minnick funds have waived their preemptive and tag-along rights in connection with this offering. For additional information about the preemptive rights of our Series C preferred shareholders, see “—Summary of the Material Terms of our Series C Preferred Stock—Preemptive rights.”

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Certain board representation rights of the Lovell Minnick funds will terminate if the collective ownership of the Lovell Minnick funds falls below 4.9% of our outstanding common stock. For additional information about the board representation rights of our Series C preferred shareholders, see “—Summary of the Material Terms of the Preferred Stock Purchase Agreement—Board representation.”

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Certain board observer rights of the Lovell Minnick funds will terminate if the collective ownership of the Lovell Minnick funds falls below 4.9% of our outstanding common stock. For additional information about the board observer rights of our Series C preferred shareholders, see “—Summary of the Material Terms of the Preferred Stock Purchase Agreement—Observer rights.”

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The Lovell Minnick funds have waived their “piggyback” registration rights in connection with this offering. For additional information about the registration rights of our Series C preferred shareholders, see “—Registration Rights.”

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The right of the Lovell Minnick funds to require that future purchasers of our common stock enter into an agreement to vote their shares in favor of the Lovell Minnick funds’ designee to our board of directors will be terminated. For additional information, see “—Summary of Material Terms of the Preferred Stock Purchase Agreement—Transfer restrictions.”

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Agreements with certain of our existing shareholders requiring them to vote their shares in favor of the Lovell Minnick funds’ designee to our board of directors will be terminated. For additional information, see “—Summary of Material Terms of the Preferred Stock Purchase Agreement—Board representation.”

Summary of the Material Terms of our Series C Preferred Stock

A summary of the material terms and conditions of our Series C preferred stock is set forth below. As discussed above, however, all of the outstanding shares of our Series C preferred stock will be converted into shares of our common stock upon the closing of this offering. Accordingly, no shares of our Series C preferred stock will remain outstanding following the closing of this offering.

Duration and ranking. Our Series C preferred stock is perpetual, although it is subject to mandatory conversion as described below. Our Series C preferred stock generally ranks on par with our common stock with respect to dividends and it ranks senior to our common stock with respect to rights or distributions upon liquidation or dissolution.

Dividends and other distributions. In the event that we declare or pay any dividends on our common stock, we must also declare and pay a dividend on our Series C preferred stock in the amount that would have been declared and paid with respect to the number of shares of common stock into which the shares of Series C preferred stock are convertible. Our Series C preferred stock does not have preferred or separate dividend rights.

Liquidation, dissolution or winding up. Upon any liquidation, dissolution or winding of up TriState Capital, each holder of our Series C preferred stock will be entitled to be paid before any distribution or payment is made on any of our common stock an amount equal to the liquidation value of the Series C preferred stock of $1,025.00 (subject to adjustments necessary to account for subdivisions, combinations, or certain fundamental transactions), plus an additional amount that the holder would be entitled to receive upon our liquidation if all of the holder’s shares of Series C preferred stock were converted into common stock immediately prior to the liquidation.

Voting. The holders of our Series C preferred stock are entitled to notice of all meetings of our shareholders and, except as otherwise required by applicable law, the holders of our Series C preferred stock are entitled to vote in all matters submitted to a vote of our shareholders. The holders of our Series C preferred stock vote together with the holders of our common stock as a single class on an as-converted basis. This means that, as of the date of this prospectus, the holders of our Series C preferred stock would be entitled to 100 votes for each share of Series C preferred stock held by them in all matters submitted to a vote of our common shareholders.

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Conversion. Our Series C preferred stock is convertible into shares of our common stock, with a conversion ratio of 100 shares of common stock for each share of Series C preferred stock (subject to adjustment in certain events, including combinations or divisions of our common stock), by the holders at any time provided that, upon conversion, the holders of the Series C preferred stock will not own or control in the aggregate more than 24.9% of our voting securities. Any calculation of a holder’s percentage of our voting securities for the purposes of this ownership limitation will be made in accordance with the control requirements of Federal Reserve Regulation Y (12 C.F.R. § 225, et. seq. ).

In addition, subject to the ownership limitations described above, each share of our Series C preferred stock will automatically convert into shares of our common stock, with a conversion ratio of 100 shares of common stock for each share of Series C preferred stock (subject to adjustment in certain events, including combinations or divisions of common stock) upon: (1) the consummation of any offering by us of our equity securities to the public pursuant to an effective registration statement under the Securities Act that generates aggregate proceeds to us of at least $100 million prior to the exercise of any underwriter’s over-allotment option; or (2) the written consent or vote of the holders of a majority of our then-outstanding Series C preferred stock. As described above, the Lovell Minnick funds have agreed to convert all of the outstanding shares of our Series C preferred stock into shares of our common stock in connection with this offering.

Preemptive rights. Except as set forth below, any new equity securities that we issue must first be offered to the holders of our Series C preferred stock. Notwithstanding this requirement, we are permitted to issue new equity securities without triggering the preemptive rights of the holders of our Series C preferred stock in the following circumstances:

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in connection with offers at the written direction of our primary federal banking regulator or the primary federal banking regulator of TriState Capital Bank;

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upon exercise, conversion or exchange of other equity securities which are issued by us in compliance with the requirements of the Series C preferred stock designation;

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equity securities issued pursuant to stock dividends, stock splits or similar transactions;

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issuances of equity securities (and/or grant of options or warrants) to our employees, directors, contractors, consultants or advisors pursuant to incentive agreements, stock option plans, stock bonuses or awards or incentive contracts;

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issuances of equity securities by us in connection with mergers, bona fide acquisitions or similar transactions for the purpose of acquiring other entities or substantially all of their assets; or

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issuances of equity securities expressly excluded from preemption in a written consent signed by, or by vote of, the holders of at least a majority of the then-outstanding shares of our Series C preferred stock voting independently as a separate class.

The above-described preemptive rights, as well as all other rights of the Series C preferred stock terminate upon any offering of our equity securities to the public pursuant to an effective registration statement under the Securities Act that generates aggregate proceeds to us of at least $100 million prior to the exercise of any underwriter’s over-allotment option.

Notwithstanding the preemptive rights described above, we may not offer and holders of our Series C preferred stock may not purchase equity securities in excess of an amount that would cause such holder’s ownership to exceed 24.9% of our voting securities outstanding at the time, or in excess of 24.9% of our equity outstanding at that time.

As described above, the Lovell Minnick funds have agreed to waive their preemptive rights in connection with this offering.

Tag-along rights. The terms of our Series C preferred stock provides that any person who holds collectively more than 20% of our capital stock may not transfer all or any portion of that stock unless the

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terms of the transfer contain an offer to each holder of the Series C preferred stock to include in the transfer a number of shares of our Series C preferred stock determinate in accordance with the procedures described in the related terms of our Series C preferred stock.

Summary of the Material Terms of the Preferred Stock Purchase Agreement

In connection with our issuance of the Series C preferred stock, we entered into a Preferred Stock Purchase Agreement, dated as of April 24, 2012, as amended, with the Lovell Minnick funds. Pursuant to the Preferred Stock Purchase Agreement, we have agreed to comply with certain continuing obligations which are described in more detail below.

Board representation . We have agreed under the terms of the Preferred Stock Purchase Agreement to appoint one individual who has been designated by the Lovell Minnick funds to serve in the following positions for us and for TriState Capital Bank: (1) a Class IV director (with a term expiring April 24, 2016) and, in the case of the Bank, a director; (2) a member of the Compensation Committee; and (3) a member of the Nominating and Corporate Governance Committee. James E. Minnick was appointed in August 2012 to, and currently serves on, our board of directors and the board of directors of TriState Capital Bank as the representative of the Lovell Minnick funds, and he also serves on certain of our committees. For additional information, see “Management—Board Committees.”

We have agreed that we will not reduce the term of the Class IV director appointed pursuant to our obligations under the Preferred Stock Purchase Agreement. Further, for as long as holders of our Series C preferred stock hold at least 9.9% of our common stock on an as-converted basis, we have agreed that we will nominate the director designated by the Lovell Minnick funds for successive four-year terms and we will take any other lawful action within our power to cause the designee to be elected for terms as a director of TriState Capital and TriState Capital Bank. We have also agreed that vacancies created by any resignation or otherwise of a director designated by the Lovell Minnick funds will be filled with a successor director that has been designated by the Lovell Minnick funds.

If a director nominee that has been designated by the Lovell Minnick funds is not elected for any reason, we have agreed that we will increase the number of directors, creating a vacancy on our board of directors, and then fill that vacancy with the Lovell Minnick fund’s designee. Unless increased pursuant to this covenant, we have agreed that the number of directors on our board will not exceed 14.

The director representation rights of the Lovell Minnick funds are supported by certain agreements that we have entered into with the Lovell Minnick funds and certain of our larger shareholders, which we refer to collectively as the shareholder agreements. Pursuant to the shareholder agreements, as of December 31, 2012, holders of in excess of 45.0% of our outstanding common stock (not including shares of our common stock into which shares of our Series C preferred stock are convertible) have agreed, among other things, that they will vote their shares to elect the director nominee who has been designated to serve on our board of directors by the Lovell Minnick funds. The shareholder agreements also prohibit certain transfers by these holders of common stock of their shares of our common stock unless the transferee agrees to be bound by the terms of the applicable shareholder agreement. In addition, we agreed pursuant to the Preferred Stock Purchase Agreement that, for as long as the holders of our Series C preferred stock hold at least 9.9% of our common stock on an as-converted basis, we will not transfer any shares of our common stock (except upon exercise of previously outstanding stock options) to any person other than an existing member of our board of directors (all of whom are parties to these shareholder agreements) or enter into new option agreements, unless the transferee or optionee agrees to be bound by the applicable shareholders agreement.

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As described above, effective immediately prior to the closing of this offering, the Lovell Minnick funds will have these representation rights for so long as the Lovell Minnick funds collectively hold more than 4.9% of our outstanding common stock. In addition, the obligation of the Lovell Minnick designee to resign when the Lovell Minnick funds’ ownership falls below this threshold will be eliminated. The above-described shareholder agreements will also terminate immediately prior to the closing of this offering.

Transfer restrictions . As described above, we have agreed that we will not sell shares of our common stock to third parties unless they agree to vote their shares in favor of the nominee to our board of directors who has been designated by the Lovell Minnick funds. The Lovell Minnick funds have agreed to the termination of this requirement upon the closing of this offering.

Observer rights . In addition to the above-described board representation rights, we have also agreed under the terms of the Preferred Stock Purchase Agreement that, for so long as the holders of our Series C preferred stock own at least 9.9% of our collective common stock on an as-converted basis, we and TriState Capital Bank will invite one observer designated by the Lovell Minnick funds to our respective board meetings. This observer will be entitled to attend meetings and take notes, but will not be entitled to vote or participate in discussions at the meetings.

As described above, effective immediately prior to the closing of this offering, Lovell Minnick will have the above-described observer rights for so long as the Lovell Minnick funds continue to collectively hold more than 4.9% of our outstanding common stock.

Financial reporting and access rights . We have also agreed under the terms of the Preferred Stock Purchase Agreement that, for as long as any Lovell Minnick fund holds at least 25% of our Series C preferred stock, we must deliver to the Lovell Minnick funds: (1) our unaudited quarterly financial statements that have been certified by our Chief Executive Officer or our Chief Financial Officer; (2) our audited annual financial statements that have been certified by our Chief Executive Officer or our Chief Financial Officer; and (3) copies of all of our shareholder communications or any other reports or registration statements that we file with the SEC or any securities exchange. In addition, for as long as the Lovell Minnick funds hold any of our equity securities we have agreed to grant them reasonable access on a quarterly basis to inspect our properties and corporate and financial records and to discuss our business with key personnel.

Qualification as a Venture Capital Operating Company. The above-described access and representation rights are intended to provide the Lovell Minnick funds the types of management and access rights that will enable the funds to qualify as Venture Capital Operating Companies under the applicable regulations of the U.S. Department of Labor. To the extent that it is determined that the rights granted in the Preferred Stock Purchase Agreement are not sufficient for the Lovell Minnick funds to qualify as Venture Capital Operating Companies, we have agreed under the terms of the Preferred Stock Purchase Agreement that we will cooperate and agree on additional mutually satisfactory management access rights that will satisfy the applicable requirements.

Indemnification . We have agreed under the terms of the Preferred Stock Purchase Agreement that we will be the indemnitor of “first resort” with respect to any claims against the director designated by the Lovell Minnick funds for indemnification claims that are indemnifiable by both us and the Lovell Minnick funds. Accordingly, to the extent that indemnification is permissible under applicable law, we will have full liability for such claims (including for the advancement of any expenses) and we have waived all related rights of contribution, subrogation or other recovery that we might otherwise have against the Lovell Minnick funds.

Registration Rights

In connection with our issuance of the Series C preferred stock, we have entered into a Registration Rights Agreement with the Lovell Minnick funds. The Registration Rights Agreement provides that, after August 10, 2017, holders of at least 50% of our common stock (on an as-converted basis) that is held by the

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Lovell Minnick funds may require that we file a Form S-1 or similar “long-form” registration statement with the SEC to register the shares of our common stock that are issuable upon conversion of our Series C preferred stock. It is a condition to any such long-form demand registration that the aggregate offering price of the securities to be registered be at least $25.0 million.

In addition, after August 10, 2017, holders of at least 25% of our common stock (on an as-converted basis) that is held by the Lovell Minnick funds may require that we file a Form S-3 or similar “short-form” registration statement with the SEC to register the shares of our common stock that are issuable upon conversion of our Series C preferred stock. It is a condition to any such short-form demand registration that the aggregate offering price of the securities to be registered be at least $10.0 million.

All demand registrations pursuant to the Registration Rights Agreement will be short-form registrations whenever we are permitted to use any applicable short form. After we become subject to the reporting requirements of the Exchange Act, we have agreed to use our best efforts to make short-form registrations available for the sale of any securities for which registration rights are available under the Registration Rights Agreement.

We will be required to pay the expenses associated with the above-described demand registrations, even if the registration is not completed. Holders of a majority of the securities included in any demand registration will have the right to select investment bankers and managers to administer the offering.

The Registration Rights Agreement also provides certain “piggyback” registration rights to the Lovell Minnick funds. Subject to certain limitations, in the event that we register any of our equity securities under the Securities Act (other than pursuant to an above-described demand registration or in connection with registration statements on Form S-4 or Form S-8), we must give notice to the Lovell Minnick funds of our intention to effect such a registration and must include in the registration statement all registerable securities for which we have received a written request for inclusion. We will be required to pay for all piggyback registration expenses, even if the registration is not completed. We will retain the right to select the investment bankers and managers to administer any underwritten offering in which piggyback registration rights are granted. As described above, the Lovell Minnick funds have agreed to waive their “piggyback” registration rights in connection with this offering.

The rights of any person to request a demand registration or to request inclusion in a piggyback registration pursuant to the Registration Rights Agreement will terminate upon the earliest time after an initial public offering at which a holder of the registerable securities: (1) can sell all shares held by it in compliance with Rule 144(b)(1)(i) or (ii) of the Securities Act; or (2) holds 1% or less of our outstanding common stock and all of the registerable securities held by such holder may be sold in any three-month period without registration in compliance with Rule 144.

Anti-Takeover Effect of Governing Documents and Applicable Law

Provisions of governing documents . Our articles of incorporation and bylaws contain certain provisions that may have the effect of deterring or discouraging, among other things, a nonnegotiated tender or exchange offer for our common stock, a proxy contest for control of TriState Capital, the assumption of control of TriState Capital by a holder of a large block of our voting stock and the removal of our management. These provisions:

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empower our board of directors, without shareholder approval, to issue our preferred stock, the terms of which, including voting power, are set by our board of directors;

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divide our board of directors into four classes serving staggered four-year terms;

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eliminate cumulative voting in elections of directors;

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require the request of holders of at least 10% of the outstanding shares of our capital stock entitled to vote at a meeting to call a special shareholders’ meeting; and

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require at least 60 days’ advance notice of nominations for the election of directors and the presentation of shareholder proposals at meetings of shareholders.

Provisions of applicable law . The Pennsylvania Business Corporation Law also contains certain provisions applicable to us which may have the effect of impeding a change in control of TriState Capital. These provisions, among other things:

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prohibit shareholders from calling a special meeting, in most circumstances, or by acting by less than unanimous written consent;

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prohibit shareholders from proposing amendments to a corporation’s articles of incorporation;

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require (under Subchapter E of Chapter 25) that, following any acquisition by any person or group of 20% of a public corporation’s voting power, the remaining shareholders have the right to receive payment for their shares, in cash, from such person or group in an amount equal to the “fair value” of the shares, including an increment representing a proportion of any value payable for control of the corporation;

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prohibit (under Subchapter F of Chapter 25) for five years, subject to certain exceptions, a “business combination” (which includes a merger or consolidation of the corporation or a sale, lease or exchange of assets) with a person or group beneficially owning 20% or more of a public corporation’s voting power, provided that this provision does not apply to any business combinations approved by a corporation’s board of directors;

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generally prohibit (under Subchapter G of Chapter 25) a person or group who or which acquires voting power in an election of directors in excess of certain thresholds (20%, 33 ¹ / ₃ % and 50%) for the first time from voting the “control shares” (i.e., the shares acquired which result in the person exceeding the applicable threshold, plus all voting shares acquired in the preceding 180 days and any other voting shares acquired with the intent of making a “control-share acquisition”) unless voting rights are restored at a shareholders meeting requested by the acquiring shareholder by the affirmative vote of a majority of the shares eligible to vote in elections of directors of both (1) the disinterested shareholders and (2) all voting shares;

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require (under Subchapter H of Chapter 25) any person or group that publicly announces that it may acquire control of a public company, or that acquires or publicly discloses an intent to acquire twenty percent (20%) or more of the voting power of a public company, to disgorge to the corporation any profits that it receives from sales of the corporation’s equity securities purchased over the prior 24 or subsequent 18 months;

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require (under Subchapter I of Chapter 25) the payment of minimum severance benefits to certain employees whose employment is terminated within two years of the approval of a control-share acquisition under Subchapter G of Chapter 25 of the Act;

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prohibit (under Subchapter I of Chapter 25) the cancellation of certain labor contracts in connection with a control-share acquisition under Subchapter G of Chapter 25 of the Act ;

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expand the factors and groups (including, without limitation, shareholders) that a corporation’s board of directors can consider in determining whether an action or transaction is in the best interests of the corporation;

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provide that a corporation’s board of directors need not consider the interests of any particular stakeholder group as dominant or controlling in determining whether an action or transaction is in the best interests of the corporation;

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provide that a corporation’s directors, in order to satisfy the presumption that they have acted in the best interests of the corporation, need not satisfy any greater obligation or higher burden of proof with respect to actions relating to an acquisition or potential acquisition of control; and

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provide that the fiduciary duty of a corporation’s directors is due solely to the corporation and may be enforced by the corporation or by a shareholder in a derivative action, but not directly by a shareholder.

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In addition to the foregoing, the Pennsylvania Business Corporation Law also explicitly provides that the fiduciary duties of directors do not require them to:

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redeem any rights under, or to modify or render inapplicable, any shareholder rights plan;

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render inapplicable, or make determinations under, provisions of the Act relating to control transactions, business combinations, control-share acquisitions or disgorgement by certain controlling shareholders following attempts to acquire control; or

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act as the board of directors, a committee of the board or an individual director, solely because of the effect that the action could have on an acquisition or potential acquisition of control of the corporation or the consideration that might be offered or paid to shareholders in such an acquisition.

The Pennsylvania Business Corporation Law further provides that any act of the board of directors, a committee of the board or an individual director relating to or affecting an acquisition or potential or proposed acquisition of control to which a majority of the disinterested directors have assented will be presumed to satisfy the standard of care set forth in the statute, unless it is proven by clear and convincing evidence that disinterested directors did not consent to such act in good faith after reasonable investigation. As a result of this and the other provisions of the Pennsylvania Business Corporation Law, our directors have broad discretion with respect to actions that may be taken in response to acquisitions or proposed acquisitions of corporate control.

Through amendments to our articles of incorporation effective as of December 20, 2012, we have opted out of coverage by Subchapters E, G and H of the Pennsylvania Business Corporation Law which are described above. As a result, those provisions would not apply to a nonnegotiated attempt to acquire control of TriState Capital, although such an attempt would still be subject to the special provisions of our governing documents described in the paragraphs above.

In addition, certain of terms, conditions and agreements that we have entered into in connection with the issuance of our Series C preferred stock, including certain tag-along rights and transfer restrictions, could have the effect of deterring or discouraging a nonnegotiated attempt to acquire control of TriState Capital. These rights will terminate upon the closing of this offering. For additional information, see the discussion above entitled “—Series C Preferred Stock.”

The overall effect of these provisions may be to deter a future offer or other merger or acquisition proposals that a majority of our shareholders might view to be in their best interests as the offer might include a substantial premium over the market price of our common stock at that time. In addition, these provisions may have the effect of assisting our board of directors and our management in retaining their respective positions and placing them in a better position to resist changes that the shareholders may want to make if dissatisfied with the conduct of our business.

Listing and Trading

Our common stock and our Series C preferred stock currently are not listed on any securities exchange. We intend to apply to have our common stock approved for listing on Nasdaq under the symbol “TSC.”

Transfer Agent and Registrar

Upon closing of this offering, the transfer agent and registrar for our common stock will be Registrar and Transfer Company.

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SHARES ELIGIBLE FOR FUTURE SALE

Upon closing of this offering, we will have shares of our common stock issued and outstanding ( shares if the underwriters exercise in full their over-allotment option). In addition, shares of our common stock are issuable upon the exercise of outstanding stock options.

Of these shares, the shares of our common stock sold by us and the selling shareholder in this offering (or shares, if the underwriters exercise in full their over-allotment option) will be freely tradable without further restriction or registration under the Securities Act, except that any shares purchased by our “affiliates” may generally only be resold in compliance with Rule 144 under the Securities Act, which is described below. The remaining outstanding shares will be deemed to be “restricted securities” as that term is defined in Rule 144. Restricted securities may be resold in the U.S. only if they are registered for resale under the Securities Act or exemption from registration is available.

Lock-Up Agreements

Our executive officers and directors, certain executive officers and directors of TriState Capital, the selling shareholder and certain other persons, who will own in the aggregate approximately shares of our common stock after this offering (assuming they do not purchase any shares in this offering), have entered into lock-up agreements under which they have generally agreed not to sell or otherwise transfer their shares for a period of 180 days after the closing of this offering. For additional information, see “Underwriting—Lock-Up Agreements.” As a result of these contractual restrictions, shares of our common stock subject to lock-up agreements will not be eligible for sale until these agreements expire or the underwriters waive or release the shares of our common stock from these restrictions.

Following the lock-up period, all of the shares of our common stock that are restricted securities or are held by our affiliates as of the date of this prospectus will be eligible for resale in the U.S. only if they are registered for resale under the Securities Act or an exemption from registration, such as Rule 144, is available.

Rule 144

All shares of our common stock held by our “affiliates,” as that term is defined in Rule 144 under the Securities Act, generally may be sold in the public market only in compliance with Rule 144. Rule 144 defines an affiliate as any person who directly or indirectly controls, or is controlled by, or is under common control with, the issuer, which generally includes our directors, executive officers, 10% shareholders and certain other related persons. Upon closing of this offering, we expect that approximately % of our outstanding common stock ( % of our outstanding common stock if the underwriters exercise in full their over-allotment option) will be held by “affiliates.”

Under Rule 144 under the Securities Act, a person (or persons whose shares are aggregated) who is deemed to be, or to have been during the three months preceding the sale, an “affiliate” of ours would be entitled to sell within any three-month period a number of shares that does not exceed the greater of 1% of the then outstanding shares of our common stock, which would be approximately shares of our common stock immediately after this offering assuming the underwriters do not elect to exercise their over-allotment option, or the average weekly trading volume of our common stock on Nasdaq during the four calendar weeks preceding such sale. Sales under Rule 144 are also subject to a six-month holding period and requirements relating to manner of sale, the availability of current public information about us and the filing of a form in certain circumstances.

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Rule 144 also provides that a person who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale, and who has for at least six months beneficially owned shares of our common stock that are restricted securities, will be entitled to freely sell such shares of our common stock subject only to the availability of current public information regarding us. A person who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale, and who has beneficially owned for at least one year shares of our common stock that are restricted securities, will be entitled to freely sell such shares of our common stock under Rule 144 without regard to the current public information requirements of Rule 144.

Form S-8 Registration Statement

We intend to file with the SEC a registration statement on Form S-8 covering the shares of common stock reserved for issuance upon the exercise of stock options under our stock incentive plan. That registration statement is expected to be filed and become effective as soon as practicable after the closing of this offering. Upon effectiveness, the shares of common stock covered by that registration statement will be eligible for sale in the public market, subject to the lock-up agreements and Rule 144 restrictions described above.

Registration Rights Agreement

As described in more detail under the heading “Description of our Capital Stock—Registration Rights,” we entered into a Registration Rights Agreement for the benefit of the Lovell Minnick funds that purchased shares of our Series C preferred stock in our August 2012 private placement. Under that agreement we have agreed to certain demand and piggyback registration rights with respect to the shares of common stock into which shares of our Series C preferred stock are convertible.

SUPERVISION AND REGULATION

General

Banking is highly regulated under federal and state law. We are a bank holding company registered under the Bank Holding Company Act of 1956, as amended, and are subject to supervision, regulation and examination by the Federal Reserve. TriState Capital Bank is a commercial bank chartered under the laws of the State of Pennsylvania that is not a member of the Federal Reserve System and is subject to supervision, regulation and examination by the Pennsylvania Department of Banking and Securities and the FDIC. This system of supervision and regulation establishes a comprehensive framework for our operations and, consequently, can have a material and adverse impact on our operations and activities, financial condition, results of operations, growth plans and future prospects.

The primary goals of the bank regulatory scheme are to maintain a safe and sound banking system and to facilitate the conduct of sound monetary policy. This system is intended primarily for the protection of the FDIC’s Deposit Insurance Fund and bank depositors, rather than our shareholders and creditors. The banking agencies have broad enforcement power over bank holding companies and banks, including the authority, among other things, to enjoin “unsafe or unsound” practices, require affirmative action to correct any violation or practice, issue administrative orders that can be judicially enforced, direct increases in capital, direct the sale of subsidiaries or other assets, limit dividends and distributions, restrict growth, assess civil monetary penalties, remove officers and directors, and, with respect to banks, terminate deposit insurance or place the bank into conservatorship or receivership. In general, these enforcement actions may be initiated for violations of laws and regulations or unsafe or unsound practices.

The following is a summary of material laws, rules and regulations governing banks and bank holding companies, but does not purport to be a complete summary of all applicable laws, rules and regulations. These laws and regulations may change from time to time and the regulatory agencies often have broad discretion in interpreting them. We cannot predict the outcome of any future changes to these laws,

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regulations, regulatory interpretations, guidance and policies, which may have a material and adverse impact on the financial markets in general, and our operations and activities, financial condition, results of operations, growth plans and future prospects specifically.

Dodd-Frank Act

On July 21, 2010, the Dodd-Frank Act was enacted. The Dodd-Frank Act aims to restore responsibility and accountability to the financial system by significantly altering the regulation of financial institutions and the financial services industry. Many of the provisions of the Dodd-Frank Act have delayed effective dates and require rulemaking by federal regulatory agencies over the next several years, which will affect how financial institutions are regulated in the future. The ultimate effect of the Dodd-Frank Act and its implementing regulations on the financial services industry in general, and on us in particular, is uncertain at this time.

The Dodd-Frank Act, among other things:

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establishes the Consumer Financial Protection Bureau, an independent organization within the Federal Reserve with centralized responsibility for promulgating rules for, and enforcing, federal consumer financial protection laws applicable to all entities offering consumer financial products or services;

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establishes the Financial Stability Oversight Council, tasked with the authority to identify and monitor institutions and systems that pose a systemic risk to the financial system;

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changes the assessment base for federal deposit insurance from the amount of insured deposits held by the depository institution to the institution’s average total consolidated assets less tangible equity;

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increases the minimum reserve ratio for the Deposit Insurance Fund from 1.15% to 1.35%;

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permanently increases the deposit insurance coverage amount from $100,000 to $250,000 and provided unlimited federal deposit insurance until January 1, 2013 for noninterest-bearing transaction accounts at all insured depository institutions;

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requires the FDIC to make its capital requirements for insured depository institutions countercyclical, so that capital requirements increase in times of economic expansion and decrease in times of economic contraction;

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requires bank holding companies and banks to be “well capitalized” and “well managed” in order to acquire banks located outside of their home state and requires any bank holding company electing to be treated as a financial holding company to be “well capitalized” and “well managed”;

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directs the Federal Reserve to establish interchange fees for debit cards under a “reasonable and proportional cost” per transaction standard;

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limits the ability of banking organizations to sponsor or invest in private equity and hedge funds and to engage in proprietary trading;

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increases regulation of consumer protections regarding mortgage originations, including originator compensation, minimum repayment standards, and prepayment consideration;

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restricts the preemption of select state laws by federal banking law applicable to national banks and removes federal preemption for subsidiaries and affiliates of national banks;

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authorizes national and state banks to establish de novo branches in any state that would permit a bank chartered in that state to open a branch at that location; and

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repeals the federal prohibition on the payment of interest on demand deposits, thereby permitting depository institutions to pay interest on business transaction and other accounts.

Some of these provisions may have the consequence of increasing our expenses, decreasing our revenues, and changing or limiting the activities in which we engage. The environment in which banking

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organizations will operate after the financial crisis, including legislative and regulatory changes affecting capital, liquidity, supervision, permissible activities, corporate governance and compensation, changes in fiscal policy and steps to eliminate government support for banking organizations, may have long-term effects on the business model and profitability of banking organizations that cannot now be foreseen. The specific impact on our current activities or new financial activities we may consider in the future, our financial performance and the market in which we operate will depend on the rules the relevant agencies develop, their implementation and the reaction of market participants to these regulatory developments. Many aspects of the Dodd-Frank Act are subject to further rulemaking and will take effect over several years. While we cannot predict what effect any presently contemplated or future changes in the laws or regulations or their interpretations would have on us, these changes could be materially adverse to our operations and activities, financial condition, results of operations, growth plans and future prospects.

Regulatory Capital Requirements

Capital adequacy. The Federal Reserve monitors the capital adequacy of our holding company, on a consolidated basis, and the FDIC and the Pennsylvania Department of Banking and Securities monitor the capital adequacy of TriState Capital Bank. The regulatory agencies use a combination of risk-based guidelines and a leverage ratio to evaluate capital adequacy and consider these capital levels when taking action on various types of applications and when conducting supervisory activities related to safety and soundness. The risk-based capital standards are designed to make regulatory capital requirements more sensitive to differences in risk profiles among financial institutions and their holding companies, to account for off-balance sheet exposure, and to minimize disincentives for holding liquid assets. Assets and off-balance sheet items, such as letters of credit and unfunded loan commitments, are assigned to broad risk categories, each with appropriate risk weights. Regulatory capital, in turn, is classified in one of two tiers. “Tier 1” capital includes common equity, retained earnings, qualifying non-cumulative perpetual preferred stock, and minority interests in equity accounts of consolidated subsidiaries, less goodwill, most intangible assets and certain other assets. “Tier 2” capital includes, among other things, qualifying subordinated debt and allowances for loan and lease losses, subject to limitations. The resulting capital ratios represent capital as a percentage of total risk-weighted assets and off-balance sheet items.

FDIC and Federal Reserve regulations currently require banks and bank holding companies generally to maintain three minimum capital standards: (1) a tier 1 capital to total assets ratio, or “leverage capital ratio,” of at least 4%; (2) a tier 1 capital to risk-weighted assets ratio, or “tier 1 risk-based capital ratio,” of at least 4%; and (3) a total risk-based capital (tier 1 plus tier 2) to risk-weighted assets ratio, or “total risk-based capital ratio,” of at least 8%. In addition, the prompt corrective action standards discussed below, in effect, increase the minimum regulatory capital ratios for banking organizations. These capital requirements are minimum requirements. Higher capital levels may be required if warranted by the particular circumstances or risk profiles of individual institutions, or if required by the banking regulators due to the economic conditions impacting our primary markets. For example, FDIC regulations provide that higher capital may be required to take adequate account of, among other things, interest rate risk and the risks posed by concentrations of credit, nontraditional activities or securities trading activities. Because it has been fewer than seven years since the inception of TriState Capital Bank, FDIC policy requires that TriState Capital Bank maintain a leverage capital ratio of at least 8%, a tier 1 risk-based capital ratio of at least 6% and a total risk-based capital ratio of at least 10%. In addition, in connection with the Federal Reserve’s approval of our application to become a registered bank holding company for TriState Capital Bank in January 2007, we have agreed that we will not permit our leverage capital ratio to fall below 9% without the prior written approval of the Federal Reserve Bank of Cleveland.

Failure to meet capital guidelines could subject us to a variety of enforcement remedies, including issuance of a capital directive, a prohibition on accepting brokered deposits, other restrictions on our business and the termination of deposit insurance by the FDIC.

The Dodd-Frank Act directs federal banking agencies to establish minimum leverage capital requirements and minimum risk-based capital requirements for depository institution holding companies and non-bank

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financial companies supervised by the Federal Reserve that are not less than the “generally applicable leverage and risk-based capital requirements” applicable to insured depository institutions, in effect applying the same leverage and risk-based capital requirements that apply to insured depository institutions to most bank holding companies. In addition, the Dodd-Frank Act requires the federal banking agencies to adopt capital requirements that address the risks that the activities of an institution pose to the institution and the public and private stakeholders, including risks arising from certain enumerated activities. The federal banking agencies have proposed changes to existing capital guidelines, as described below under “—Basel III.” We cannot be certain what impact any changes to existing capital guidelines will ultimately have on TriState Capital Bank or us.

Prompt corrective action regulations. Under the prompt corrective action regulations, the FDIC is required and authorized to take supervisory actions against undercapitalized financial institutions. For this purpose, a bank is placed in one of the following five categories based on its capital: “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized,” and “critically undercapitalized.” Under the prompt corrective action regulations, as currently in effect, to be “well capitalized,” a bank must have a leverage capital ratio of at least 5%, a tier 1 risk-based capital ratio of 6% and a total risk-based capital ratio of at least 10% and must not be subject to any order or written agreement or directive by a federal banking agency to meet and maintain a specific capital level for any capital measure. As discussed below under “—Basel III,” the federal banking agencies have proposed changes to the capital thresholds applicable to each of the five categories under the prompt corrective action regulations.

Federal banking regulators are required to take various mandatory supervisory actions and are authorized to take other discretionary actions with respect to institutions in the three undercapitalized categories. The severity of the action depends upon the capital category in which the institution is placed. Subject to a narrow exception, banking regulators must appoint a receiver or conservator for an institution that is critically undercapitalized. The federal banking agencies have specified by regulation the relevant capital level for each category. An institution that is categorized as undercapitalized, significantly undercapitalized, or critically undercapitalized is required to submit an acceptable capital restoration plan to its appropriate federal banking agency. An undercapitalized institution also is generally prohibited from increasing its average total assets, making acquisitions, establishing any branches or engaging in any new line of business, except under an accepted capital restoration plan or with FDIC approval. The regulations also establish procedures for downgrading an institution to a lower capital category based on supervisory factors other than capital.

Furthermore, a bank holding company must guarantee that a subsidiary depository institution meets its capital restoration plan, subject to various limitations. The bank holding company’s obligation to fund a capital restoration plan is limited to the lesser of 5% of an “undercapitalized” subsidiary’s assets at the time it became “undercapitalized” or the amount required to meet regulatory capital requirements.

The capital classification of a bank affects the frequency of regulatory examinations, the bank’s ability to engage in certain activities and the deposit insurance premiums paid by the bank. As of December 31, 2012, TriState Capital Bank met the requirements to be categorized as “well capitalized” based on the aforementioned ratios for purposes of the prompt corrective action regulations, as currently in effect.

Basel III. The current risk-based capital guidelines that apply to TriState Capital Bank and us are based on the 1988 capital accord, referred to as Basel I, of the Basel Committee on Banking Supervision, a committee of central banks and bank supervisors, as implemented by federal bank regulators. In 2004, the Basel Committee published a new capital accord, Basel II. Basel II modifies risk weightings in an attempt to make capital requirements more risk sensitive and provides two approaches for setting capital standards for credit risk: an “advanced,” internal ratings-based approach tailored to individual institutions’ circumstances, and a “standardized” approach that bases risk weightings on external credit assessments to a much greater extent than permitted under existing risk-based capital guidelines. Basel II also sets capital requirements for operational risk and refines the existing capital requirements for market risk exposures. In 2007, the federal

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banking agencies adopted final rules implementing the advanced approaches of Basel II for “core” bank holding companies and banks having $250.0 billion or more in total consolidated assets or $10.0 billion or more of foreign exposures. These rules did not apply to TriState Capital Bank or us.

In December 2010, the Basel Committee released a final framework for a strengthened set of capital requirements, known as Basel III. In June 2012, the federal banking agencies announced two proposed rulemakings relevant to us: a rule to implement the Basel III requirements, and a rule to implement the “standardized” approach of Basel II for non-core banks and bank holding companies, such as TriState Capital Bank and us.

The capital framework under the Basel III proposal would replace the existing regulatory capital rules for all banks, savings associations and U.S. bank holding companies with greater than $500.0 million in total assets, and all savings and loan holding companies. The Basel III proposals were initially expected to begin phasing in on January 1, 2013, but in a statement released on November 9, 2012, the joint federal banking regulatory agencies announced that the implementation of the proposed rules to effect Basel III in the United States was indefinitely delayed. No new time frame for implementation has been provided.

If implemented as currently proposed, among other things, the Basel III rules would impact regulatory capital ratios of banking organizations in the following manner, when fully phased in:

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Create a new requirement to maintain a ratio of common equity tier 1 capital to total risk-weighted assets of not less than 4.5%;

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Increase the minimum leverage capital ratio to 4.0% for all banking organizations (currently 3.0% for certain banking organizations);

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Increase the minimum tier 1 risk-based capital ratio from 4.0% to 6.0%; and

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Maintain the minimum total risk-based capital ratio at 8.0%.

In addition, the proposed rules would subject a banking organization to certain limitations on capital distributions and discretionary bonus payments to executive officers if the organization did not maintain a capital conservation buffer of common equity tier 1 capital in an amount greater than 2.5% of its total risk-weighted assets. The effect of the capital conservation buffer will be to increase the minimum common equity tier 1 capital ratio to 7.0%, the minimum tier 1 risk-based capital ratio to 8.5% and the minimum total risk-based capital ratio to 10.5%, for banking organizations seeking to avoid the limitations on capital distributions and discretionary bonus payments to executive officers.

As currently proposed, at the beginning of the Basel III phase-in period, banks and bank holding companies will be required to maintain a ratio of common equity tier 1 capital to risk-weighted assets of 3.5%, a ratio of tier 1 capital to risk-weighted assets of 4.5%, and a ratio of total capital to risk-weighted assets of 8.0%.

The proposed rules would also change the capital categories for insured depository institutions for purposes of prompt corrective action. Under the proposed rules, to be categorized as “well capitalized,” an insured depository institution would be required to maintain a minimum common equity tier 1 capital ratio of at least 6.5%, a tier 1 risk-based capital ratio of at least 8.0%, a total risk-based capital ratio of at least 10.0%, and a leverage capital ratio of at least 5.0%. In addition, the Basel III proposal would establish more conservative standards for including an instrument in regulatory capital and impose certain deductions from and adjustments to the measure of common equity tier 1 capital.

The second proposal that federal banking agencies announced in June 2012, the Basel II standardized approach, would revise the method for calculating risk-weighted assets to enhance risk sensitivity, particularly with respect to equity exposures to investment funds (including mutual funds), foreign exposures, and residential real estate assets. It would also establish alternatives to credit ratings for calculating risk-weighted assets consistent with the Dodd-Frank Act.

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We are currently reviewing the ultimate impact of the proposed capital standards on TriState Capital Bank and us. However, if the proposed capital standards are adopted by the federal banking agencies, we expect that we and TriState Capital Bank will meet all minimum capital requirements when effective and that we and TriState Capital Bank would also meet all capital requirements as if fully phased in. We cannot predict whether the proposed rules will be adopted, if at all, in the form proposed or if they will be modified in any material respect during the rulemaking process.

The final Basel III framework also requires banks and bank holding companies to measure their liquidity against specific liquidity tests. Although similar in some respects to liquidity measures historically applied by banks and regulators for management and supervisory purposes, the Basel III framework would require specific liquidity tests by rule. The implementation of the Basel III liquidity framework has been delayed by four years, and the federal banking agencies have not yet proposed rules implementing the Basel III liquidity framework or announced if the framework will apply to non-core banks and bank holding companies.

Acquisitions by Bank Holding Companies

We must obtain the prior approval of the Federal Reserve before: (1) acquiring more than five percent of the voting stock of any bank or other bank holding company; (2) acquiring all or substantially all of the assets of any bank or bank holding company; or (3) merging or consolidating with any other bank holding company. The Federal Reserve may determine not to approve any of these transactions if it would result in or tend to create a monopoly or substantially lessen competition or otherwise function as a restraint of trade, unless the anti-competitive effects of the proposed transaction are clearly outweighed by the public interest in meeting the convenience and needs of the community to be served. The Federal Reserve is also required to consider the financial and managerial resources and future prospects of the bank holding companies and banks concerned, the convenience and needs of the community to be served, and the record of a bank holding company and its subsidiary bank(s) in combating money laundering activities.

Scope of Permissible Bank Holding Company Activities

In general, the Bank Holding Company Act limits the activities permissible for bank holding companies to the business of banking, managing or controlling banks and such other activities as the Federal Reserve has determined to be so closely related to banking as to be properly incident thereto.

A bank holding company may elect to be treated as a financial holding company if it and its depository institution subsidiaries are categorized as “well capitalized” and “well managed.” A financial holding company may engage in a range of activities that are (1) financial in nature or incidental to such financial activity or (2) complementary to a financial activity and which do not pose a substantial risk to the safety and soundness of a depository institution or to the financial system generally. These activities include securities dealing, underwriting and market making, insurance underwriting and agency activities, merchant banking and insurance company portfolio investments. Expanded financial activities of financial holding companies generally will be regulated according to the type of such financial activity: banking activities by banking regulators, securities activities by securities regulators and insurance activities by insurance regulators. We currently have no plans to make a financial holding company election.

The Bank Holding Company Act does not place territorial limitations on permissible non-banking activities of bank holding companies. The Federal Reserve has the power to order any bank holding company or its subsidiaries to terminate any activity or to terminate its ownership or control of any subsidiary when the Federal Reserve has reasonable grounds to believe that continuation of such activity or such ownership or control constitutes a serious risk to the financial soundness, safety or stability of any bank subsidiary of the bank holding company.

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Source of Strength Doctrine for Bank Holding Companies

Under longstanding Federal Reserve policy which has been codified by the Dodd-Frank Act, we are expected to act as a source of financial strength to, and to commit resources to support, TriState Capital Bank. This support may be required at times when we may not be inclined to provide it. In addition, any capital loans that we make to TriState Capital Bank are subordinate in right of payment to deposits and to certain other indebtedness of TriState Capital Bank. In the event of our bankruptcy, any commitment by us to a federal bank regulatory agency to maintain the capital of TriState Capital Bank will be assumed by the bankruptcy trustee and entitled to a priority of payment.

Dividends

As a bank holding company, we are subject to certain restrictions on dividends under applicable banking laws and regulations. The Federal Reserve has issued a policy statement that provides that a bank holding company should not pay dividends unless: (1) its net income over the last four quarters (net of dividends paid) has been sufficient to fully fund the dividends; (2) the prospective rate of earnings retention appears to be consistent with the capital needs, asset quality and overall financial condition of the bank holding company and its subsidiaries; and (3) the bank holding company will continue to meet minimum required capital adequacy ratios. Accordingly, a bank holding company should not pay cash dividends that exceed its net income or that can only be funded in ways that weaken the bank holding company’s financial health, such as by borrowing. The Dodd-Frank Act imposes, and Basel III, if adopted in the form proposed, would result in, additional restrictions on the ability of banking institutions to pay dividends. In addition, in the current financial and economic environment, the Federal Reserve has indicated that bank holding companies should carefully review their dividend policy and has discouraged payment ratios that are at maximum allowable levels unless both asset quality and capital are very strong. Finally, in connection with the Federal Reserve’s approval of our application to become a registered bank holding company for TriState Capital Bank, we have agreed that we will not declare or pay any cash dividends without the prior written approval of the Federal Reserve Bank of Cleveland.

Substantially all of our income is derived from, and the principal source of our liquidity is, dividends from TriState Capital Bank. The ability of TriState Capital Bank to pay dividends to us is also restricted by federal and state laws, regulations and policies. Under applicable Pennsylvania law, TriState Capital Bank may only pay cash dividends out of its accumulated net earnings. Prior to the declaration of any dividend, if the surplus of TriState Capital Bank is less than the amount of its capital, it must, until surplus is equal to its capital, transfer to surplus an amount which is at least ten percent of its net earnings for the period since the end of the last fiscal year or for any shorter period since the declaration of a dividend. If the surplus of TriState Capital Bank is less than fifty percent of the amount of its capital, then it will not be permitted to pay any dividends without the prior approval of the Pennsylvania Department of Banking and Securities.

Under federal law, TriState Capital Bank may not pay any dividend to us if the Bank is undercapitalized or the payment of the dividend would cause it to become undercapitalized. The FDIC may further restrict the payment of dividends by requiring TriState Capital Bank to maintain a higher level of capital than would otherwise be required for it to be adequately capitalized for regulatory purposes. Moreover, if, in the opinion of the FDIC, TriState Capital Bank is engaged in an unsafe or unsound practice (which could include the payment of dividends), the FDIC may require, generally after notice and hearing, the Bank to cease such practice. The FDIC has indicated that paying dividends that deplete a depository institution’s capital base to an inadequate level would be an unsafe banking practice. The FDIC has also issued policy statements providing that insured depository institutions generally should pay dividends only out of current operating earnings.

Incentive Compensation Guidance

The federal banking agencies have issued comprehensive guidance intended to ensure that the incentive compensation policies of banking organizations do not undermine the safety and soundness of those organizations by encouraging excessive risk-taking. The incentive compensation guidance sets expectations for

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banking organizations concerning their incentive compensation arrangements and related risk-management, control and governance processes. The incentive compensation guidance, which covers all employees that have the ability to materially affect the risk profile of an organization, either individually or as part of a group, is based upon three primary principles: (1) balanced risk-taking incentives; (2) compatibility with effective controls and risk management; and (3) strong corporate governance. Any deficiencies in compensation practices that are identified may be incorporated into the organization’s supervisory ratings, which can affect its ability to make acquisitions or take other actions. In addition, under the incentive compensation guidance, a banking organization’s federal supervisor may initiate enforcement action if the organization’s incentive compensation arrangements pose a risk to the safety and soundness of the organization. Further, a provision of the Basel III proposals described above would limit discretionary bonus payments to bank executives if the institution’s regulatory capital ratios fail to exceed certain thresholds. The scope and content of the U.S. banking regulators’ policies on executive compensation are continuing to develop and are likely to continue evolving the near future.

Restrictions on Transactions with Affiliates and Loans to Insiders

Federal law strictly limits the ability of banks to engage in transactions with their affiliates, including their bank holding companies. Section 23A and 23B of the Federal Reserve Act, and the Federal Reserve’s Regulation W, impose quantitative limits, qualitative standards, and collateral requirements on certain transactions by a bank with, or for the benefit of, its affiliates, and generally require those transactions to be on terms at least as favorable to the bank as transactions with non-affiliates. The Dodd-Frank Act significantly expands the coverage and scope of the limitations on affiliate transactions within a banking organization, including an expansion of the covered transactions to include credit exposures related to derivatives, repurchase agreements and securities lending arrangements and an increase in the amount of time for which collateral requirements regarding covered transactions must be satisfied.

Federal law also limits a bank’s authority to extend credit to its directors, executive officers and 10% shareholders, as well as to entities controlled by such persons. Among other things, extensions of credit to insiders are required to be made on terms that are substantially the same as, and follow credit underwriting procedures that are not less stringent than, those prevailing for comparable transactions with unaffiliated persons. In addition, the terms of such extensions of credit may not involve more than the normal risk of repayment or present other unfavorable features and may not exceed certain limitations on the amount of credit extended to such persons, individually and in the aggregate, which limits are based, in part, on the amount of the bank’s capital.

FDIC Deposit Insurance Assessments

FDIC-insured banks are required to pay deposit insurance assessments to the FDIC. The amount of the deposit insurance assessment for institutions with less than $10.0 billion in assets is based on its risk category, with certain adjustments for any unsecured debt or brokered deposits held by the insured bank. Institutions assigned to higher risk categories (that is, institutions that pose a higher risk of loss to the Deposit Insurance Fund) pay assessments at higher rates than institutions that pose a lower risk. An institution’s risk classification is assigned based on a combination of its financial ratios and supervisory ratings, reflecting, among other things, its capital levels and the level of supervisory concern that the institution poses to the regulators. In addition, the FDIC can impose special assessments in certain instances. Deposit insurance assessments fund the Deposit Insurance Fund, which is currently under-funded. The FDIC recently raised assessment rates to increase funding for the Deposit Insurance Fund.

The Dodd-Frank Act changes the way that deposit insurance premiums are calculated. The assessment base is no longer the institution’s deposit base, but rather its average consolidated total assets less its average tangible equity. The Dodd-Frank Act also increases the minimum designated reserve ratio of the Deposit Insurance Fund from 1.15% to 1.35% of the estimated amount of total insured deposits, eliminates the upper limit for the reserve ratio designated by the FDIC each year, and eliminates the requirement that the FDIC pay dividends to depository institutions when the reserve ratio exceeds certain thresholds.

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Continued action by the FDIC to replenish the Deposit Insurance Fund, as well as the changes contained in the Dodd-Frank Act, may result in higher assessment rates, which could reduce our profitability or otherwise negatively impact our operations.

Branching and Interstate Banking

Under Pennsylvania law, TriState Capital Bank is permitted to establish additional branch offices within Pennsylvania, subject to the approval of the Pennsylvania Department of Banking and Securities. The Bank may also establish additional branch offices outside of Pennsylvania, subject to prior regulatory approval.

TriState Capital Bank currently has only one branch located in the State of New Jersey, and it operates three representative offices, with one each located in the states of Pennsylvania, Ohio and New York. Although our New Jersey office is a “branch” for purposes of applicable state law, we limit its activities to those we conduct at our representative offices. Because our representative offices are not branches for purposes of applicable state law and FDIC regulations, there are restrictions on the types of activities we may conduct through our representative offices. Relationship managers in our representative offices may solicit loan and deposit products and services in their markets and act as liaisons to our headquarters in Pittsburgh, Pennsylvania. However, consistent with our centralized operations and regulatory requirements, we do not disburse or transmit funds, accept loan repayments or accept or contract for deposits or deposit-type liabilities through our representative offices.

Community Reinvestment Act

TriState Capital Bank has a responsibility under the Community Reinvestment Act, or CRA, and related FDIC regulations to help meet the credit needs of its communities, including low- and moderate-income borrowers. In connection with its examination of TriState Capital Bank, the FDIC is required to assess the Bank’s record of compliance with the CRA. The Bank’s failure to comply with the provisions of the CRA could, at a minimum, result in denial of certain corporate applications, such as for branches or mergers, or in restrictions on its or our activities, including additional financial activities if we elect to be treated as a financial holding company.

TriState Capital Bank is currently evaluated under the FDIC’s “large bank” test for CRA compliance. However, revised CRA regulations provide that a financial institution may elect to have its CRA performance evaluated under the strategic plan option. The strategic plan enables the institution to tailor its CRA goals and objectives to address the needs of its community consistent with its business strategy, operational focus, capacity and constraints. TriState Capital Bank is currently in the process of working with the FDIC to develop a workable strategic plan for future CRA assessments. The strategic plan must address the Bank’s lending, investment and service criteria that would have been part of its usual evaluation. The FDIC must approve the strategic plan and rate it at least “satisfactory.” If TriState Capital Bank receives a lower rating on its plan, it will still have the option of submitting to the applicable large bank test for the purposes of evaluating its CRA compliance.

TriState Capital Bank has received a “satisfactory” CRA rating on each CRA examination since inception. The CRA requires all FDIC-insured institutions to publicly disclose their rating.

Financial Privacy

The federal banking regulators have adopted rules that limit the ability of banks and other financial institutions to disclose non-public information about consumers to non-affiliated third parties. These limitations require disclosure of privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal information to a non-affiliated third party. These regulations affect how consumer information is transmitted through financial services companies and conveyed to outside vendors. In addition, consumers may also prevent disclosure of certain information among affiliated companies that is

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assembled or used to determine eligibility for a product or service, such as that shown on consumer credit reports and asset and income information from applications. Consumers also have the option to direct banks and other financial institutions not to share information about transactions and experiences with affiliated companies for the purpose of marketing products or services. In addition to applicable federal privacy regulations, TriState Capital Bank is subject to certain state privacy laws.

Anti-Money Laundering and OFAC

Under federal law, including the Bank Secrecy Act and the USA PATRIOT Act of 2001, certain financial institutions must maintain anti-money laundering programs that include established internal policies, procedures and controls; a designated compliance officer; an ongoing employee training program; and testing of the program by an independent audit function. Financial institutions are also prohibited from entering into specified financial transactions and account relationships and must meet enhanced standards for due diligence and customer identification in their dealings with foreign financial institutions and foreign customers. Financial institutions must take reasonable steps to conduct enhanced scrutiny of account relationships to guard against money laundering and to report any suspicious transactions, and law enforcement authorities have been granted increased access to financial information maintained by financial institutions.

The Office of Foreign Assets Control, or OFAC, administers laws and Executive Orders that prohibit U.S. entities from engaging in transactions with certain prohibited parties. OFAC publishes lists of persons and organizations suspected of aiding, harboring or engaging in terrorist acts, known as Specially Designated Nationals and Blocked Persons. Generally, if a bank identifies a transaction, account or wire transfer relating to a person or entity on an OFAC list, it must freeze the account or block the transaction, file a suspicious activity report and notify the appropriate authorities.

Bank regulators routinely examine institutions for compliance with these obligations and they must consider an institution’s compliance in connection with the regulatory review of applications, including applications for bank mergers and acquisitions. Failure of a financial institution to maintain and implement adequate programs to combat money laundering and terrorist financing and comply with OFAC sanctions, or to comply with relevant laws and regulations, could have serious legal, reputational and financial consequences for the institution.

Safety and Soundness Standards

Federal bank regulatory agencies have adopted guidelines that establish general standards relating to internal controls and information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth and compensation, fees and benefits. Additionally, the agencies have adopted regulations that provide the authority to order an institution that has been given notice by an agency that it is not satisfying any of these safety and soundness standards to submit a compliance plan. If, after being so notified, an institution fails to submit an acceptable compliance plan or fails in any material respect to implement an acceptable compliance plan, the agency must issue an order directing action to correct the deficiency and may issue an order directing other actions of the types to which an undercapitalized institution is subject under the “prompt corrective action” provisions of the Federal Deposit Insurance Act. If an institution fails to comply with such an order, the agency may seek to enforce such order in judicial proceedings and to impose civil money penalties.

In addition to federal consequences for failure to satisfy applicable safety and soundness standards, the Pennsylvania Department of Banking and Securities Code grants the Pennsylvania Department of Banking and Securities the authority to impose a civil money penalty of up to $25,000 per violation against a Pennsylvania financial institution, or any of its officers, employees, directors, or trustees for: (1) violations of any law or department order; (2) engaging in any unsafe or unsound practice; or (3) breaches of a fiduciary duty in conducting the institution’s business.

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Bank holding companies are also not permitted to engage in unsound banking practices. For example, the Federal Reserve’s Regulation Y requires a holding company to give the Federal Reserve prior notice of any redemption or repurchase of its own equity securities, if the consideration to be paid, together with the consideration paid for any repurchases in the preceding year, is equal to 10% or more of the company’s consolidated net worth. The Federal Reserve may oppose the transaction if it believes that the transaction would constitute an unsafe or unsound practice or would violate any law or regulation. As another example, a holding company could not impair its subsidiary bank’s soundness by causing it to make funds available to non-banking subsidiaries or their customers if the Federal Reserve believed it not prudent to do so. The Federal Reserve has broad authority to prohibit activities of bank holding companies and their non-banking subsidiaries that present unsafe and unsound banking practices or that constitute violations of laws or regulations.

Consumer Laws and Regulations

TriState Capital Bank is subject to numerous laws and regulations intended to protect consumers in transactions with the Bank. These laws include, among others, laws regarding unfair, deceptive and abusive acts and practices, usury laws, and other federal consumer protection statutes. These federal laws include the Electronic Fund Transfer Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Real Estate Procedures Act of 1974, the S.A.F.E. Mortgage Licensing Act of 2008, the Truth in Lending Act and the Truth in Savings Act, among others. Many states and local jurisdictions have consumer protection laws analogous, and in addition, to those enacted under federal law. These laws and regulations mandate certain disclosure requirements and regulate the manner in which financial institutions must deal with customers when taking deposits, making loans and conducting other types of transactions. Failure to comply with these laws and regulations could give rise to regulatory sanctions, customer rescission rights, action by state and local attorneys general and civil or criminal liability.

In addition, the Dodd-Frank Act created a new independent Consumer Finance Protection Bureau that has broad authority to regulate and supervise retail financial services activities of banks and various non-bank providers. The Consumer Finance Protection Bureau has authority to promulgate regulations, issue orders, guidance and policy statements, conduct examinations and bring enforcement actions with regard to consumer financial products and services. In general, however, banks with assets of $10.0 billion or less, such as TriState Capital Bank, will continue to be examined for consumer compliance by their primary federal bank regulator.

Effect of Governmental Monetary Policies

The commercial banking business is affected not only by general economic conditions but also by U.S. fiscal policy and the monetary policies of the Federal Reserve. Some of the instruments of monetary policy available to the Federal Reserve include changes in the discount rate on member bank borrowings, the fluctuating availability of borrowings at the “discount window,” open market operations, the imposition of and changes in reserve requirements against member banks’ deposits and assets of foreign branches, and the imposition of and changes in reserve requirements against certain borrowings by banks and their affiliates. These policies influence to a significant extent the overall growth of bank loans, investments, and deposits and the interest rates charged on loans or paid on deposits. We cannot predict the nature of future fiscal and monetary policies or the effect of these policies on our operations and activities, financial condition, results of operations, growth plans or future prospects.

Impact of Current Laws and Regulations

The cumulative effect of these laws and regulations, while providing certain benefits, add significantly to the cost of our operations and thus have a negative impact on our profitability. There has also been a notable expansion in recent years of financial service providers that are not subject to the examination, oversight, and other rules and regulations to which we are subject. Those providers, because they are not so highly

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regulated, may have a competitive advantage over us and may continue to draw large amounts of funds away from traditional banking institutions, with a continuing adverse effect on the banking industry in general.

Future Legislation and Regulatory Reform

New regulations and statutes are regularly proposed that contain wide-ranging proposals for altering the structures, regulations and competitive relationships of financial institutions operating in the United States. We cannot predict whether or in what form any proposed regulation or statute will be adopted or the extent to which our business may be affected by any new regulation or statute. Future legislation and policies, and the effects of that legislation and those policies, may have a significant influence on our operations and activities, financial condition, results of operations, growth plans or future prospects and the overall growth and distribution of loans, investments and deposits. Such legislation and policies have had a significant effect on the operations and activities, financial condition, results of operations, growth plans and future prospects of commercial banks in the past and are expected to continue.

CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

FOR NON-U.S. HOLDERS OF COMMON STOCK

The following is a summary of certain United States federal income tax consequences relevant to non-U.S. holders, as defined below, of the purchase, ownership and disposition of our common stock. The following summary is based on current provisions of the Internal Revenue Code of 1986, as amended, or the Code, Department of the Treasury regulations and judicial and administrative authority, all of which are subject to change, possibly with retroactive effect. This section does not consider state, local, estate or foreign tax consequences, nor does it address tax consequences to special classes of investors including, but not limited to, tax-exempt organizations, insurance companies, banks or other financial institutions, partnerships or other entities classified as partnerships for United States federal income tax purposes, dealers in securities, persons liable for the alternative minimum tax, traders in securities that elect to use a mark-to-market method of accounting for their securities holdings, persons who have acquired our common stock as compensation or otherwise in connection with the performance of services, or persons that will hold our common stock as a position in a hedging transaction, “straddle,” “conversion transaction” or other risk reduction transaction. Tax consequences may vary depending upon the particular status of an investor. The summary is limited to non-U.S. holders who will hold our common stock as “capital assets” (generally, property held for investment). Each potential investor should consult its own tax advisor as to the United States federal, state, local, foreign and any other tax consequences of the purchase, ownership and disposition of our common stock.

You are a non-U.S. holder if you are a beneficial owner of our common stock for United States federal income tax purposes that is (1) a nonresident alien individual; (2) a corporation (or other entity that is taxable as a corporation) not created or organized in the United States or under the laws of the United States or of any State (or the District of Columbia); (3) an estate whose income falls outside of the federal income tax jurisdiction of the United States, regardless of the source of such income; or (4) a trust that is not subject to United States federal income tax on a net income basis on income or gain from our shares.

If an entity or arrangement treated as a partnership for United States federal income tax purposes holds our common stock, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. If you are treated as a partner in such an entity holding our common stock, you should consult your tax advisor as to the United States federal income tax consequences applicable to you.

Distributions

Distributions with respect to our common stock will be treated as dividends when paid to the extent of our current or accumulated earnings and profits as determined for United States federal income tax purposes.

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Except as described below, if you are a non-U.S. holder of our shares, dividends paid to you are subject to withholding of United States federal income tax at a 30% rate or at a lower rate if you are eligible for the benefits of an income tax treaty that provides for a lower rate. Even if you are eligible for a lower treaty rate, we and other payors will generally be required to withhold at a 30% rate (rather than the lower treaty rate) on dividends paid to you, unless you have furnished to us or another payor:

•

A valid Internal Revenue Service Form W-8BEN or an acceptable substitute form upon which you certify, under penalties of perjury, your status as a non-United States person and your entitlement to the lower treaty rate with respect to such payments; or

•

In the case of payments made outside the United States to an offshore account (generally, an account maintained by you at an office or branch of a bank or other financial institution at any location outside the United States), other documentary evidence establishing your entitlement to the lower treaty rate in accordance with Department of the Treasury regulations.

If you are eligible for a reduced rate of U.S. withholding tax under a tax treaty, you may obtain a refund of any amounts withheld in excess of that rate by timely filing a refund claim with the Internal Revenue Service.

If dividends paid to you are “effectively connected” with your conduct of a trade or business within the United States, and, if required by a tax treaty, the dividends are attributable to a permanent establishment that you maintain in the United States, we and other payors generally are not required to withhold tax from the dividends, provided that you have furnished to us or another payor a valid Internal Revenue Service Form W-8ECI or an acceptable substitute form upon which you represent, under penalties of perjury, that:

•

You are a non-United States person; and

•

The dividends are effectively connected with your conduct of a trade or business within the United States and are includible in your gross income.

“Effectively connected” dividends are taxed at rates applicable to United States citizens, resident aliens and domestic United States corporations. If you are a corporate non-U.S. holder, “effectively connected” dividends that you receive may, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate or at a lower rate if you are eligible for the benefits of an income tax treaty that provides for a lower rate.

Sale or Redemption

If you are a non-U.S. holder, you generally will not be subject to United States federal income or withholding tax on gain realized on the sale, exchange or other disposition of our common stock unless (1) you are an individual, you hold our shares as a capital asset, you are present in the United States for 183 or more days in the taxable year of the sale and certain other conditions exist, or (2) the gain is “effectively connected” with your conduct of a trade or business in the United States, and the gain is attributable to a permanent establishment that you maintain in the United States, if that is required by an applicable income tax treaty as a condition to subjecting you to United States taxation on a net income basis.

Information Reporting and Backup Withholding

Payment of dividends, and the tax withheld on those payments, are subject to information reporting requirements. These information reporting requirements apply regardless of whether withholding was reduced or eliminated by an applicable income tax treaty. Under the provisions of an applicable income tax treaty or agreement, copies of the information returns reporting such dividends and withholding may also be made available to the tax authorities in the country in which the non-U.S. holder resides. U.S. backup withholding will generally apply on payment of dividends to non-U.S. holders unless such non-U.S. holders furnish to the payor a Form W-8BEN (or other applicable form), or otherwise establish an exemption and the payor does not have actual knowledge or reason to know that the holder is a U.S. person, as defined under the Code, that is not an exempt recipient.

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Payment of the proceeds of a sale of our common stock within the United States or conducted through certain U.S.-related financial intermediaries is subject to information reporting and, depending on the circumstances, backup withholding, unless the non-U.S. holder, or beneficial owner thereof, as applicable, certifies that it is a non-U.S. holder on Form W-8BEN (or other applicable form), or otherwise establishes an exemption and the payor does not have actual knowledge or reason to know the holder is a U.S. person, as defined under the Code, that is not an exempt recipient.

Any amount withheld under the backup withholding rules from a payment to a non-U.S. holder is allowable as a credit against the non-U.S. holder’s United States federal income tax, which may entitle the non-U.S. holder to a refund, provided that the non-U.S. holder timely provides the required information to the Internal Revenue Service. Moreover, certain penalties may be imposed by the Internal Revenue Service on a non-U.S. holder who is required to furnish information but does not do so in the proper manner. Non-U.S. holders should consult their tax advisors regarding the application of backup withholding in their particular circumstances and the availability of and procedure for obtaining an exemption from backup withholding under current Department of the Treasury regulations.

Recent Legislation Relating to Foreign Accounts

Under recently enacted legislation, certain payments that are made after December 31, 2012 to certain foreign financial institutions, investment funds and other non-United States persons that fail to comply with information reporting requirements in respect of their direct and indirect U.S. shareholders will be subject to withholding at a rate of 30%. These payments would include dividends and the gross proceeds from the sale or other disposition of our shares. However, under administrative guidance and proposed regulations, withholding would only be made to payments of dividends made on or after January 1, 2014, and to payments of gross proceeds from a sale or other disposition of our shares made on or after January 1, 2015.

Non-U.S. Holders are encouraged to consult with their tax advisors regarding the possible implications of the legislation on their investment in our common stock.

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UNDERWRITING

We and the selling shareholder are offering the shares of our common stock described in this prospectus through several underwriters for whom Stephens Inc. is acting as the representative. We and the selling shareholder have entered into an underwriting agreement with the underwriters. Subject to the terms and conditions of the underwriting agreement, each of the underwriters has severally agreed to purchase, and we and the selling shareholder have severally agreed to sell, the number of shares of common stock in the following table:


Underwriter		Number of Shares
Stephens Inc.
Keefe, Bruyette & Woods, Inc.
Robert W. Baird & Co. Incorporated
Macquarie Capital (USA) Inc.

Total

The underwriters are offering the shares of our common stock subject to a number of conditions, including receipt and acceptance of the common stock by the underwriters. The obligations of the underwriters to pay for and accept delivery of the shares offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions, including the listing of our common stock on Nasdaq.

Commission and Discounts

Shares of our common stock sold by the underwriters to the public will be offered at the initial public offering price set forth on the cover of this prospectus. Any shares of our common stock sold by the underwriters to securities dealers may be sold at a discount of up to $ per share from the initial public offering price. Any of these securities dealers may resell any shares of our common stock purchased from the underwriters to other brokers or dealers at a discount of up to $ per share from the initial public offering price. If all of the shares of our common stock are not sold at the initial public offering price, the representative may change the offering price and the other selling terms. Sales of shares of our common stock made outside of the United States may be made by affiliates of the underwriters.

The following table shows the initial public offering price, underwriting discount and proceeds before expenses to us and to the selling shareholder. The information assumes either no exercise or full exercise by the underwriters of their over-allotment option to purchase an additional shares, discussed below:

Per Share

No Exercise

Full
Exercise

Public offering price

Underwriting discount

Proceeds to us, before expenses

Proceeds to selling shareholder, before expenses

We and the selling shareholder estimate the expenses of this offering, not including the underwriting discounts, to be $ million and are payable by us.

Option to Purchase Additional Shares

We have granted the underwriters an option to buy up to additional shares of our common stock, at the public offering price less underwriting discounts, to cover over-allotments. The underwriters may exercise this option, in whole or from time to time in part, solely for the purpose of covering over-allotments, if any, made in connection with this offering. The underwriters have 30 days from the date of this prospectus to exercise this option. If the underwriters exercise this option, each underwriter will be obligated, subject to the conditions in the underwriting agreement, to purchase a number of additional shares of our common stock proportionate to such underwriter’s initial amount relative to the total amount reflected next to their name in the table above.

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Lock-Up Agreements

We, our executive officers and directors, certain executive officers and directors of TriState Capital, the selling shareholder and certain other persons have entered into lock-up agreements with the underwriters. Under these agreements, we and each of these persons may not, without the prior written approval of the representative, subject to limited exceptions,

•

offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of our common stock or any securities convertible into or exchangeable or exercisable for our common stock, whether now owned or hereafter acquired or with respect to which such person has or hereafter acquires the power of disposition, or exercise any right with respect to the registration thereof, or file or cause to be filed any registration statement in connection therewith under the Securities Act; or

•

enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the shares of our common stock or such other securities, whether any such swap or transaction is to be settled by delivery of shares of our common stock or such other securities, in cash or otherwise.

These restrictions will be in effect for a period of 180 days after the date of the underwriting agreement. The representative may, in its sole discretion, waive or release all or some of the securities from these lock-up agreements. However, as to any of our executive officers or directors, the representative has agreed to notify us at least three business days before the effective date of any release or waiver, and we have agreed to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver.

These restrictions also apply to any issuer-directed or “friends and family” shares of our common stock we sell in this offering, including those described below under “—Directed Share Program.”

Pricing of the Offering

Prior to this offering, there has been no established public market for our common stock. The initial public offering price will be determined by negotiations among us, the selling shareholder, and the representative of the underwriters. In addition to prevailing market conditions, among the factors to be considered in determining the initial public offering price of our common stock will be our historical performance, estimates of our business potential and our earnings prospects, an assessment of our management and the consideration of the above factors in relation to market valuation of companies in related businesses. The estimated initial public offering price range set forth on the cover page of this preliminary prospectus is subject to change as a result of market conditions and other factors. An active trading market for the shares of our common stock may not develop. It is also possible that the shares will not trade in the public market at or above the initial public offering price following the closing of this offering.

We intend to apply to have our common stock approved for listing on Nasdaq under the symbol “TSC.”

Indemnification and Contribution

We and the selling shareholder have agreed to indemnify the underwriters and their affiliates, selling agents and controlling persons against certain liabilities, including certain liabilities under the Securities Act. If we are unable to provide this indemnification, we will contribute to the payments the underwriters and their affiliates, selling agents and controlling persons may be required to make in respect of those liabilities.

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Price Stabilization, Short Positions and Penalty Bids

To facilitate this offering, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of our common stock, including:

•

stabilizing transactions;

•

short sales; and

•

purchases to cover positions created by short sales.

Stabilizing transactions consist of bids or purchases made for the purpose of preventing or retarding a decline in the market price of our common stock while this offering is in progress. These transactions may also include making short sales of our common stock, which involve the sale by the underwriters of a greater number of shares of common stock than they are required to purchase in this offering. Short sales may be “covered short sales,” which are short positions in an amount not greater than the underwriters’ over-allotment option referred to above, or may be “naked short sales,” which are short positions in excess of that amount.

The underwriters may close out any covered short position either by exercising their over-allotment option, in whole or in part, or by purchasing shares in the open market. In making this determination, the underwriters will consider, among other things, the price of shares available for purchase in the open market compared to the price at which they may purchase shares through the over-allotment option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market that could adversely affect investors who purchased in this offering.

As an additional means of facilitating our initial public offering, the underwriters may bid for, and purchase, shares of our common stock in the open market. The underwriting syndicate also may reclaim selling concessions allowed to an underwriter or a dealer for distributing shares of our common stock in this offering, if the syndicate repurchases previously distributed shares of our common stock to cover syndicate short positions or to stabilize the price of our common stock.

As a result of these activities, the price of our common stock may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the underwriters at any time without notice. The underwriters may carry out these transactions on Nasdaq, in the over-the-counter market or otherwise.

Passive Market Making

In connection with this offering, the underwriters and selling group members may engage in passive market making transactions in our common stock on Nasdaq in accordance with Rule 103 of Regulation M under the Exchange Act during a period before the commencement of offers or sales of our common stock and extending through the completion of the distribution of this offering. A passive market maker must display its bid at a price not in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive market maker’s bid, that bid must then be lowered when specified purchase limits are exceeded. Passive market making may cause the price of our common stock to be higher than the price that otherwise would exist in the open market in the absence of those transactions. The underwriters and dealers are not required to engage in a passive market making and may end passive market making activities at any time.

Electronic Distribution

A prospectus in electronic format may be made available by e-mail or on the websites or through online services maintained by one or more of the underwriters or their affiliates. In those cases, prospective

145

investors may view offering terms online and may be allowed to place orders online. The underwriters may agree with us to allocate a specific number of shares for sale to online brokerage account holders. Any such allocation for online distributions will be made by the underwriters on the same basis as other allocations. Other than the prospectus in electronic format, the information on the underwriters’ websites and any information contained on any other website maintained by any of the underwriters is not part of this prospectus, has not been approved and/or endorsed by the underwriters or us and should not be relied upon by investors.

Directed Share Program

At our request, the underwriters have reserved up to shares of our common stock offered by this prospectus, which represents approximately % of our outstanding common stock as of , 2013, for sale, at the initial public offering price, to our directors, executive officers, employees, business associates and related persons. Reserved shares purchased by our directors, executive officers, employees, business associates and related persons will be subject to the lock-up provisions described above. The number of shares of our common stock available for sale to the general public will be reduced to the extent these persons purchase the reserved shares. Any reserved shares of our common stock that are not so purchased will be offered by the underwriters to the general public on the same terms as the other shares of our common stock offered by this prospectus.

Affiliations

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment advisory, investment research, principal investment, hedging, financing, loan referrals, valuation and brokerage activities. From time to time, the underwriters and/or their respective affiliates have directly and indirectly engaged, and may in the future engage, in various financial advisory, investment banking loan referrals and commercial banking services with us and our affiliates, for which they received or paid, or may receive or pay, customary compensation, fees and expense reimbursement. In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and those investment and securities activities may involve securities and/or instruments of ours. The underwriters and their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of those securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in those securities and instruments.

Stephens Investment Holdings, LLC is under common control with the representative. Stephens Investment Holdings, LLC purchased 500,000 shares of our common stock at a price of $10.00 per share in our 2007 private placement, and 441,667 shares at $12.00 per share in our 2008 private placement. As of the date of this prospectus, Stephens Investment Holdings, LLC held 941,667 shares of our common stock. TriState Investment Partners and TriState Investment Partners II are owned by employees of the representative. Their managers are executives of the representative, which is under common control with Stephens Investment Holdings, LLC. TriState Investment Partners purchased 87,834 shares of our common stock at a price of $12.00 per share in our 2008 private placement, which it continues to hold as of the date of this prospectus. TriState Investment Partners II purchased 70,796 shares of our common stock at a price of $8.00 per share in our July 2010 private placement, which it continues to hold as of the date of this prospectus. These shares were purchased at the same price and on the same terms as those sold to other investors in the respective private placements.

The representative was engaged as our placement agent for our August 2012 private placement, pursuant to which we paid the representative aggregate placement agent fees of approximately $3.0 million. The terms of the placement agent engagement granted the representative a right of first refusal to provide certain investment banking services for an 18 month period following the closing of the placement.

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From time to time, certain underwriters refer brokerage account customers to us as prospective private banking customers. If we extend a loan to such customers, we have agreed to pay those underwriters a referral fee. In 2012, we paid aggregate service fees to the representative for such referrals of less than $100,000 and aggregate fees to Robert W. Baird & Co. of less than $140,000.

Selling Restrictions

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of shares to the public in that Relevant Member State prior to the publication of a prospectus in relation to the shares of common stock offered hereby which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of shares to the public in that Relevant Member State at any time:

•

to legal entities that are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

•

to any legal entity that has two or more of (1) an average of at least 250 employees during the last financial year, (2) a total balance sheet of more than € 43,000,000 and (3) an annual net turnover of more than € 50,000,000, as shown in its last annual or consolidated accounts;

•

to fewer than 100 natural or legal persons (other than qualified investors, as defined in the Prospectus Directive) subject to obtaining the prior consent of the representative for any such offer; or

•

in any other circumstances which do not require the publication by us of a prospectus under Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression “an offer to the public” in relation to any shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe for the shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State, and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

United Kingdom

Each underwriter has represented and agreed that:

•

it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”)) received by it in connection with the issue or sale of the shares of common stock offered hereby in circumstances in which Section 21(1) of the FSMA does not apply to us; and

•

it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares of common stock offered hereby in, from or otherwise involving the United Kingdom.

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LEGAL MATTERS

The validity of the shares of our common stock offered by this prospectus will be passed upon for us by Keevican Weiss Bauerle & Hirsch LLC, Pittsburgh, Pennsylvania. Certain matters will be passed upon for the underwriters by DLA Piper LLP (US), Washington, D.C.

EXPERTS

The consolidated financial statements of TriState Capital Holdings, Inc. and subsidiary as of December 31, 2012 and 2011, and for the years ended December 31, 2012, 2011 and 2010, have been included herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus, which constitutes a part of a registration statement on Form S-1 filed with the SEC, does not contain all of the information set forth in the registration statement and the related exhibits and schedules. Some items are omitted in accordance with the rules and regulations of the SEC. Accordingly, we refer you to the complete registration statement, including its exhibits and schedules, for further information about us and the shares of common stock to be sold in this offering. Statements or summaries in this prospectus as to the contents of any contract or other document referred to in this prospectus are not necessarily complete and, where that contract or document is filed as an exhibit to the registration statement, each statement or summary is qualified in all respects by reference to the exhibit to which the reference relates. You may read and copy the registration statement, including the exhibits and schedules to the registration statement, at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Information about the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. Our filings with the SEC, including the registration statement, are also available to you for free on the SEC’s Internet website at www.sec.gov .

Upon closing of this offering, we will become subject to the informational and reporting requirements of the Exchange Act and, in accordance with those requirements, will file reports and proxy and information statements with the SEC. You will be able to inspect and copy these reports and proxy and information statements and other information at the addresses set forth above. We intend to furnish to our shareholders our annual reports containing our audited consolidated financial statements certified by an independent registered public accounting firm.

We also maintain an Internet website at www.tscbank.com . Information on, or accessible through, our website is not part of this prospectus.

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INDEX TO FINANCIAL STATEMENTS

Audited Consolidated Financial Statements of TriState Capital Holdings, Inc. and Subsidiary as of and for the Years Ended December 31, 2012 and December 31, 2011


Independent Auditors’ Report			F-2
Consolidated Statements of Financial Condition			F-3
Consolidated Statements of Income			F-4
Consolidated Statements of Comprehensive Income			F-5
Consolidated Statements of Changes in Shareholders’ Equity			F-6
Consolidated Statements of Cash Flows			F-7
Notes to Consolidated Financial Statements			F-8

F-1

LOGO

KPMG LLP

BNY Mellon Center

Suite 2500

500 Grant Street

Pittsburgh, PA 15219-2598

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

TriState Capital Holdings, Inc.:

We have audited the accompanying consolidated statements of financial condition of TriState Capital Holdings, Inc. and subsidiary as of December 31, 2012 and 2011, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2012. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of TriState Capital Holdings, Inc. and subsidiary as of December 31, 2012 and 2011, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2012, in conformity with U.S. generally accepted accounting principles.

LOGO

Pittsburgh, Pennsylvania

March 19, 2013


		KPMG LLP is a Delaware limited liability partnership, the U.S. member firm of KPMG International Cooperative (“KPMG International”), a Swiss entity.

F-2

TRISTATE CAPITAL HOLDINGS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

AT DECEMBER 31, 2012 AND 2011


(Dollars in thousands, except share data)	2012			2011
ASSETS
Cash	$	999		$	47
Interest-earning deposits with other institutions		192,055			228,606
Federal funds sold		7,026			6,811

Cash and cash equivalents		200,080			235,464
Investment securities available-for-sale, at fair value		191,187			163,392
Loans held-for-investment		1,641,628			1,406,995
Allowance for loan losses		(17,874	)		(16,350	)

Loans receivable, net		1,623,754			1,390,645
Accrued interest receivable		5,340			4,802
Federal Home Loan Bank stock		2,426			1,580
Office properties and equipment, net		4,317			4,045
Prepaid FDIC insurance expense		7,843			9,127
Bank owned life insurance		20,886			10,375
Deferred tax asset		6,841			6,579
Prepaid expenses and other assets		10,455			7,441

Total assets	$	2,073,129		$	1,833,450


Liabilities and Shareholders’ Equity

Liabilities:
Deposits	$	1,823,379		$	1,637,126
Borrowings		20,000			—
Accrued interest payable on deposits and borrowings		809			1,350
Other accrued expenses and other liabilities		11,217			10,522

Total liabilities		1,855,405			1,648,998


Shareholders’ Equity:
Preferred stock, 150,000 shares authorized:
Series A, no par value; 0 shares authorized and issued, and 23,000 shares authorized and issued, respectively		—			22,370
Series B, no par value; 0 shares authorized and issued, and 1,150 shares authorized and issued, respectively		—			1,338
Series C, no par value; 48,780 shares authorized and issued, and 0 shares authorized and issued, respectively		46,011			—
Common stock, no par value; 45,000,000 and 30,000,000 shares authorized, respectively; 17,444,730 and 17,444,730 shares issued, respectively		168,351			168,351
Additional paid-in capital		7,871			6,982
Accumulated deficit		(6,180	)		(15,327	)
Accumulated other comprehensive income, net		1,671			738

Total shareholders’ equity		217,724			184,452


Total liabilities and shareholders’ equity	$	2,073,129		$	1,833,450

See accompanying notes to consolidated financial statements.

F-3

TRISTATE CAPITAL HOLDINGS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010


(Dollars in thousands, except per share data)	2012		2011		2010
Interest income:
Loans	$	67,268	$	62,198	$	62,113
Investments		3,174		2,416		1,636
Interest-earning deposits		592		753		939

Total interest income		71,034		65,367		64,688

Interest expense:
Deposits		13,651		17,986		20,652
Borrowings		23		—		—

Total interest expense		13,674		17,986		20,652

Net interest income before provision for loan losses		57,360		47,381		44,036
Provision for loan losses		8,185		5,339		5,251

Net interest income after provision for loan losses		49,175		42,042		38,785

Non-interest income
Service charges		433		393		357
Net gain on the sale of investment securities available-for-sale		1,114		1,323		—
Net gain on the sale of loans		—		5		486
Swap fees		903		70		189
Commitment and other fees		2,716		1,882		1,558
Other income (loss)		1,033		235		(129	)

Total non-interest income		6,199		3,908		2,461

Non-interest expense
Compensation and employee benefits		24,106		21,115		19,334
Premises and occupancy costs		2,826		2,380		2,123
Professional fees		3,025		3,070		2,378
FDIC insurance expense		1,397		1,917		5,012
State capital shares tax		806		1,319		1,082
Travel and entertainment expense		1,231		1,139		1,039
Data processing expense		843		701		666
Charitable contributions		856		316		374
Other operating expenses		2,775		2,037		1,584

Total non-interest expense		37,865		33,994		33,592

Income before tax	$	17,509	$	11,956	$	7,654
Income tax expense (benefit)		6,837		4,738		(7,574	)

Net income	$	10,672	$	7,218	$	15,228

Preferred stock dividends and discount amortization on Series A and B		1,525		1,518		1,818

Net income available to common shareholders	$	9,147	$	5,700	$	13,410

Earnings per common share:
Basic	$	0.47	$	0.33	$	0.83
Diluted	$	0.47	$	0.33	$	0.83

See accompanying notes to consolidated financial statements.

F-4

TRISTATE CAPITAL HOLDINGS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010


(Dollars in thousands)	2012			2011			2010
Net income	$	10,672		$	7,218		$	15,228
Other comprehensive income:
Unrealized holding gains net of tax of ($929), ($1,037) and ($176) for the year ended December 31, 2012, 2011 and 2010, respectively		1,649			1,940			482
Reclassification adjustment for (gains) included in net income, net of tax of $398, $463 and $0 for the year ended December 31, 2012, 2011 and 2010, respectively		(716	)		(860	)		—

Other comprehensive income	$	933		$	1,080		$	482

Total comprehensive income	$	11,605		$	8,298		$	15,710

See accompanying notes to consolidated financial statements.

F-5

TRISTATE CAPITAL HOLDINGS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010


(Dollars in thousands)	Preferred Stock (Series A and B)			Preferred Stock (Series C)		Common Stock		Additional Paid-in- Capital		Accumulated Deficit			Accumulated Other Comprehensive Income (Loss), net			Total Shareholders’ Equity
Balance, December 31, 2009	$	23,197		$	—	$	147,484	$	3,880	$	(34,437	)	$	(824	)	$	139,300

Net income		—			—		—		—		15,228			—			15,228
Other comprehensive income		—			—		—		—		—			482			482
Issuance of common stock (net of offering costs of $1,448)		—			—		20,637		—		—			—			20,637
Preferred stock dividend		—			—		—		—		(1,571	)		—			(1,571	)
Amortization of discount on preferred stock, series A		247			—		—		—		(247	)		—			—
Stock-based compensation expense		—			—		—		1,484		—			—			1,484

Balance, December 31, 2010	$	23,444		$	—	$	168,121	$	5,364	$	(21,027	)	$	(342	)	$	175,560

Net income		—			—		—		—		7,218			—			7,218
Other comprehensive income		—			—		—		—		—			1,080			1,080
Issuance of common stock (net of offering costs of $0)		—			—		230		—		—			—			230
Preferred stock dividend		—			—		—		—		(1,254	)		—			(1,254	)
Amortization of discount on preferred stock, series A		264			—		—		—		(264	)		—			—
Stock-based compensation expense		—			—		—		1,618		—			—			1,618

Balance, December 31, 2011	$	23,708		$	—	$	168,351	$	6,982	$	(15,327	)	$	738		$	184,452

Net income		—			—		—		—		10,672			—			10,672
Other comprehensive income		—			—		—		—		—			933			933
Issuance of preferred stock (net of offering costs of $3,989)		—			46,011		—		—		—			—			46,011
Retirement of preferred stock		(24,150	)		—		—		—		—			—			(24,150	)
Preferred stock dividend		—			—		—		—		(1,083	)		—			(1,083	)
Amortization of discount on preferred stock, series A		592			—		—		—		(592	)		—			—
Accretion of premium on preferred stock, series B		(150	)								150						—
Stock-based compensation expense		—			—		—		889		—			—			889

Balance, December 31, 2012	$	—		$	46,011	$	168,351	$	7,871	$	(6,180	)	$	1,671		$	217,724

See accompanying notes to consolidated financial statements.

F-6

TRISTATE CAPITAL HOLDINGS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010


	2012			2011			2010
(Dollars in thousands)
Cash Flows from Operating Activities:
Net income	$	10,672		$	7,218		$	15,228
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		878			832			772
Provision for loan losses		8,185			5,339			5,251
Provision for losses on unfunded commitments		9			24			105
Net decrease in prepaid FDIC insurance expense		1,284			1,717			4,606
Compensation expense related to stock options and restricted stock		889			1,618			1,484
Net gain on the sale of investment securities available-for-sale		(1,114	)		(1,323	)		—
Net gain on the sale of investment securities trading		(507	)		—			—
Net gain on the sale of loans		—			(5	)		(486	)
Proceeds from the sale of loans held-for-sale		—			—			8,046
Purchase of investment securities trading		(108,957	)		—			—
Proceeds from the sale of investment securities trading		109,466			—			—
Net amortization of premiums and discounts		2,205			1,443			1,408
Decrease (increase) in accrued interest receivable		(538	)		408			(457	)
Increase (decrease) in accrued interest payable		(541	)		(1,166	)		757
BOLI income		(512	)		(346	)		(29	)
Decrease in taxes payable		(966	)		(147	)		—
Deferred tax provision (benefit)		(793	)		808			(7,785	)
Accretion of allowance for leasehold improvements		(248	)		(222	)		(94	)
Other, net		(1,115	)		(956	)		1,381

Net cash provided by operating activities		18,297			15,242			30,187

Cash Flows from Investing Activities:
Purchase of investment securities available-for-sale		(68,190	)		(121,798	)		(107,413	)
Proceeds from the sale of investment securities available-for-sale		19,748			90,763			—
Principal repayments and maturities of investment securities available-for-sale		21,018			13,013			10,351
Purchase of bank owned life insurance		(10,000	)		—			(10,000	)
Purchase of FHLB stock		(846	)		—			—
Redemption of FHLB stock		—			360			102
Net increase in loans held-for-investment		(245,521	)		(140,768	)		(60,373	)
Proceeds from loan sales		4,228			11,423			59,169
Additions to office properties and equipment		(1,149	)		(1,442	)		(492	)

Net cash used in investing activities		(280,712	)		(148,449	)		(108,656	)

Cash Flows from Financing Activities:
Net increase in deposit accounts		186,253			166,526			133,046
Increase in FHLB advances		20,000			—			—
Net proceeds from issuance of preferred stock		46,011			—			—
Net proceeds from issuance of common stock		—			230			20,637
Retirement of preferred stock		(24,150	)		—			—
Dividends paid on preferred stock		(1,083	)		(1,254	)		(1,571	)

Net cash provided by financing activities		227,031			165,502			152,112

Net change in cash and cash equivalents		(35,384	)		32,295			73,643
Cash and cash equivalents at beginning of year		235,464			203,169			129,526

Cash and cash equivalents at end of year	$	200,080		$	235,464		$	203,169

Supplemental Disclosure of Cash Flow Information:
Cash paid during the year for:
Interest	$	14,215		$	19,152		$	19,895
Income taxes	$	8,065		$	3,488		$	90
Noncash activity:
Loan foreclosures and repossessions	$	949		$	—		$	—
Sale of other real estate owned financed by the Company	$	750		$	—		$	—

See accompanying notes to consolidated financial statements.

F-7

TRISTATE CAPITAL HOLDINGS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[1]

Summary of Significant Accounting Policies

Nature of Operation

TriState Capital Holdings, Inc. (“the Company”) is a registered bank holding company pursuant to the Bank Holding Company Act of 1956, as amended. The Company’s only significant asset is the stock of its wholly-owned subsidiary, TriState Capital Bank (“the Bank”), a Pennsylvania-chartered state bank. The Bank was established to serve the needs of middle-market businesses and high-net-worth individuals.

Regulatory approval was received and the Bank commenced operations on January 22, 2007. The Company and the Bank are subject to regulatory examination by the Federal Deposit Insurance Corporation (“FDIC”), the Pennsylvania Department of Banking, and the Federal Reserve.

The Bank conducts business through its main office located in Pittsburgh, Pennsylvania, as well as its four additional representative offices in Cleveland, Ohio; Philadelphia, Pennsylvania; Princeton, New Jersey; and New York, New York.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of related revenue and expense during the reporting period. Although our current estimates contemplate current conditions and how we expect them to change in the future, it is reasonably possible that actual conditions could be worse than those anticipated in the estimates, which could materially affect the financial results of our operations and financial condition.

The material estimates that are particularly susceptible to significant changes relate to the determination of the allowance for loan losses and income taxes, which are discussed later in this section.

Consolidation

The consolidated financial statements include the accounts of TriState Capital Holdings, Inc. and its wholly-owned subsidiary, TriState Capital Bank, after elimination of inter-company accounts and transactions. The accounts of TriState Capital Bank, in turn, include its wholly-owned subsidiary, Meadowood Asset Management, LLC, after elimination of intercompany accounts and transactions.

Cash and Cash Equivalents

For purposes of reporting cash flows, the Company has defined cash and cash equivalents as cash, interest-earning deposits with other institutions, federal funds sold, and short-term investments which have an original maturity of 90 days or less.

Investment Securities

The Company’s investments are classified as either: (1) held-to-maturity debt securities that the Company intends to hold until maturity and reported at amortized cost; (2) trading securities—debt and certain equity securities bought and held principally for the purpose of selling them in the near term and reported at fair value, with unrealized gains and losses included in earnings;

F-8

or (3) available-for-sale debt and certain equity securities not classified as either held-to-maturity or trading securities and reported at fair value, with changes in fair value reported as a component of accumulated other comprehensive income (loss).

The cost of securities sold is determined on a specific identification basis. Amortization of premiums and accretion of discounts are recorded as interest income from investments over the life of the security utilizing the level yield method. We evaluate impaired investment securities quarterly to determine if impairments are temporary or other-than-temporary. For impaired debt securities, management first determines whether it intends to sell or if it is more-likely than not that it will be required to sell the impaired securities. This determination considers current and forecasted liquidity requirements, regulatory and capital requirements and securities portfolio management. Impaired debt securities are determined to be other-than-temporarily impaired if the Company concludes at the balance sheet date that it has the intent to sell, or believes it will more likely than not be required to sell, an impaired debt security before a recovery of its amortized cost basis. Credit losses on other-than-temporarily impaired debt securities are recorded through earnings, regardless of the intent or the requirement to sell. Credit loss is measured as the difference between the present value of an impaired debt security’s expected cash flows and its amortized cost basis. Non-credit related other-than-temporary impairment charges are recorded as decreases to accumulated other comprehensive income, in the statement of comprehensive income as well as the shareholders’ equity section of our balance sheet, on an after-tax basis, as long as we have no intent or expected requirement to sell the impaired debt security before a recovery of its amortized cost basis.

Loans

Loans are stated at unpaid principal balances, net of deferred loan fees and costs. Interest income on loans is accrued at the contractual rate on the principal amount outstanding and includes the amortization of deferred loan fees and costs. Deferred loan fees and costs are amortized to income over the life of the loan, taking into consideration scheduled payments and prepayments.

A loan is considered impaired when, based on current information and events, it is probable that principal or interest will not be collected in accordance with the contractual terms of the loan. Management determines the impairment of an individual loan based on an evaluation of the borrower’s ability to repay the loan according to the contractual agreement, the borrower’s repayment history, and the fair value of collateral for certain collateral dependent loans. All loans are charged off when management determines that principal and interest are not collectible. Any excess of the Bank’s recorded investment in impaired loans over the fair value of the loans is provided for in the allowance for loan losses. The Bank reviews its loans for impairment on a quarterly basis.

The Company considers a loan to be a Troubled Debt Restructuring (“TDR”) when there is a concession made to a financially troubled borrower. Once a loan is deemed to be a TDR, the Company considers whether the loan should be placed in non-accrual status. In assessing accrual status, the Company considers the likelihood that repayment and performance according to modified terms will be achieved, as well as the borrower’s historical payment performance.

The recognition of interest income on a loan is discontinued when, in management’s opinion, it is probable the borrower is unable to meet payments as they become due or when the loan becomes 90 days past due, whichever occurs first. All unpaid accrued interest on such loans is reversed. Such interest ultimately collected is applied to reduce principal if there is doubt about the collectability of principal. If a borrower brings a loan current for which accrued interest has been reserved, then the recognition of interest income on the loan is resumed, once the loan has been current for a period of six consecutive months or greater.

The Company is a party to financial instruments with off-balance sheet risk (commitments to extend credit) in the normal course of business to meet the financing needs of its customers. Commitments

F-9

to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the commitment. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since some of the commitments are expected to expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. The Company evaluates each customer’s credit worthiness on a case-by-case basis using the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. The amount of collateral obtained, if deemed necessary by the Company upon extension of a commitment, is based on management’s credit evaluation of the counter-party.

Other Real Estate Owned

Real estate, other than bank premises, is recorded at the lower of cost or fair value less estimated selling costs at the time of acquisition. Fair value is determined based on an independent appraisal. Expenses related to holding the property are charged against earnings in the current period. Depreciation is not recorded on the other real estate owned properties.

Allowance for Loan Losses

The allowance for loan losses is established through provisions for loan losses that are charged to operations. Loans are charged against the allowance for loan losses when management believes that the principal is uncollectible. If, at a later time, amounts are recovered with respect to loans previously charged off, the recovered amount is credited to the allowance for loan losses.

The components of the allowance for loan losses represent estimates based upon Accounting Standards Codification (ASC) Topic 450, Contingencies , and ASC Topic 310, Receivables . ASC Topic 450 applies to homogeneous loan pools such as consumer installment, residential mortgages and consumer lines of credit, as well as commercial loans that are not individually evaluated for impairment under ASC Topic 310. ASC Topic 310 is applied to commercial loans that are individually evaluated for impairment.

In estimating probable loan loss under ASC Topic 450 and the required general reserve, management considers numerous factors, including historical charge-off rates and subsequent recoveries. Management also considers, but is not limited to, qualitative factors that influence our credit quality, such as delinquency and nonperforming loan trends, changes in loan underwriting guidelines and credit policies, as well as the results of internal loan reviews. Finally, management considers the impact of changes in current local and regional economic conditions in the markets

F-10

that we serve. Assessment of relevant economic factors indicates that some of the Company’s primary markets historically tend to lag the national economy, with local economies in our primary markets also improving or weakening, as the case may be, but at a more measured rate than the national trends.

Management bases the computation of the allowance for loan losses under ASC Topic 450 on two factors: the primary factor and the secondary factor. The primary factor is based on the risk rating of the particular loan. Although the Company has limited loss history against which to measure loss rates related to given risk ratings, management has developed a methodology that is applied to each of the three primary loans portfolios, consisting of commercial and industrial, commercial real estate and private banking loans. As the mix and weighted average risk rating of each loan portfolio change, the primary factor is impacted accordingly. The allowance for loan losses related to the primary factor is based on our estimates as to probable losses for each risk rating level. The secondary factor is intended to capture risks related to events and circumstances that may directly or indirectly impact the performance of the loan portfolio. Although this factor is more subjective in nature, the methodology focuses on internal and external trends in pre-specified categories (risk factors) and applies a quantitative percentage which drives the secondary factor. There are nine (9) risk factors and each risk factor is assigned a reserve level, based on judgment as to probable impact on each loan portfolio, and is monitored on a quarterly basis. As the trend in each risk factor changes, a corresponding change occurs in the reserve associated with each respective risk factor, such that the secondary factor remains current to changes in each loan portfolio.

Loan participations follow the same underwriting and risk rating criteria, and are individually risk rated under the same process as loans directly originated by the Company. The ongoing credit review of the loan participation portfolio follows the same process as the process followed by loans originated directly by the Company and management does not rely on information from the lead bank when considering the appropriate level of allowance for loan losses to be recorded on any individual loan participation or the loan participation portfolio in total.

The Company maintains a reserve for losses on unfunded commitments. This reserve is reflected as a component of other liabilities and, in management’s judgment, is sufficient to cover probable losses inherent in the commitments. Management tracks the level and trends in unused commitments and takes into consideration the same factors as those considered for purposes of the allowance for loan losses on outstanding loans.

Federal Home Loan Bank Stock

The Company is a member of the Federal Home Loan Bank of Pittsburgh (“FHLB”). Member institutions are required to invest in FHLB stock. The stock is carried at cost which approximates the liquidation value.

Office Properties and Equipment

Office properties and equipment are stated at cost less accumulated depreciation. Depreciation is computed on the straight-line method over the estimated useful lives of the related assets, except for leasehold improvements which are amortized over the terms of the respective leases or the estimated useful lives of the improvements, whichever is shorter. Estimated useful lives are dependent upon the nature and condition of the asset and range from three to ten years. Repairs and maintenance are charged to expense as incurred, while improvements which extend the useful life are capitalized and depreciated to operating expense over the estimated remaining life of the asset. When the Bank receives an allowance for improvements to be made to one of its leased offices, we record the allowance as a deferred liability and recognize it as a reduction to rent expense over the life of the related lease.

F-11

Bank Owned Life Insurance

Bank owned life insurance (“BOLI”) policies on certain executive officers and employees, with a pre-retirement death benefit structure, are recorded at net cash surrender value on the Consolidated Statements of Financial Condition. Upon termination of the BOLI policy the Company receives the cash surrender value. BOLI benefits are payable to the Company upon death of the insured. Changes in net cash surrender value are recognized as non-interest income or expense in the Consolidated Statements of Operations.

Deposits

Deposits are stated at principal outstanding and interest on deposits is accrued and charged to expense daily and is paid or credited in accordance with the terms of the respective accounts.

Earnings Per Share

We compute earnings per common share (“EPS”) in accordance with the two-class method, which requires that the Series C convertible preferred stock be treated as participating securities in the computation of EPS. The two-class method is an earnings allocation that determines EPS for each class of common stock and participating security. The Company’s basic EPS is computed by dividing net income allocable to common shareholders by the weighted average number of our common shares outstanding for the period. The Company’s diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in our earnings.

Income Taxes

The Company utilizes the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the tax effects of differences between the financial statement and tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities with regard to a change in tax rates is recognized in income in the period that includes the enactment date. Management assesses all available evidence to determine the amount of deferred tax assets that are more-likely-than-not to be realized and, therefore, recorded. The available evidence used in connection with the assessments includes taxable income in prior periods, projected taxable income, potential tax planning strategies and projected reversals of deferred tax items. These assessments involve a degree of subjectivity and may undergo significant change. Changes to the evidence used in the assessments could have a material adverse effect on the Company’s results of operations in the period in which they occur. It is the Company’s policy to recognize interest and penalties, if any, related to unrecognized tax benefits, in income tax expense in the consolidated statement of income.

Fair Value Measurement

Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability in a principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date, using assumptions market participants would use when pricing an asset or liability. An orderly transaction assumes exposure to the market for a customary period for marketing activities prior to the measurement date and not a forced liquidation or distressed sale. Fair value measurement and disclosure guidance provides a

F-12

three-level hierarchy that prioritizes the inputs of valuation techniques used to measure fair value into three broad categories:

•

Level 1—Unadjusted quoted prices in active markets for identical assets or liabilities.

•

Interest rate derivative instruments are carried at fair value through the assistance of an independent third party and, depending on whether they are assets or liabilities, are recognized in the statement of financial condition in the prepaid expenses and other assets or accrued expenses and other liabilities line items. The derivative positions consider credit risk related to counterparty and Company default and include a credit valuation adjustment. The Company uses interest rate swaps to help manage its interest rate risk from recorded financial assets and liabilities. These instruments are utilized when they can be demonstrated to effectively hedge a designated asset or liability and the asset or liability exposes the Company to interest rate risk and/or risks inherent in customer related derivatives.

At the inception of a hedging relationship and quarterly thereafter, a formal assessment is performed to determine whether changes in the fair values of the derivatives have been highly effective in offsetting the changes in the fair values of the hedged item and whether they are expected to be highly effective in the future. The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk-management objective and strategy for undertaking the hedge. This process includes identification of the hedging instrument, hedged item, risk being hedged, and the method for assessing effectiveness and measuring ineffectiveness. In addition, on a quarterly basis, the Company assesses whether the derivative used in the hedging transaction is highly effective in offsetting changes in fair value of the hedged item and measures and records any ineffectiveness. The Company discontinues hedge accounting prospectively when it is determined that the derivative is or will no longer be effective in offsetting changes in the fair value of the hedged item, the derivative expires, is sold or terminated, or management determines that designation of the derivative as a hedging instrument is no longer appropriate.

For those interest rate swaps which meet the requirements for hedge accounting treatment, amounts to be paid or received under interest rate swaps are accounted for on the accrual basis including unrealized gains and losses. The effective portion of the interest rate swap is recognized as interest income or expense of the related hedged asset or liability. Any amount deemed to be ineffective is recognized immediately as an increase or decrease in non-interest income. For those interest rate swaps which do not meet the requirements for hedge accounting treatment, amounts to be paid or received under interest rate swaps are accounted for on the accrual basis including the unrealized gains and losses and are recognized in non-interest income.

F-13

instruments and discounted cash flows to establish a basis for reliance on the pricing service values. Significant differences between the pricing service provided value and other sources are discussed with the pricing service to understand the basis for their values. Based on this evaluation, a determination is made as to the appropriate price for any given security. The following methods are used to determine the fair value of each financial instrument:

•

Quoted prices for similar, but not identical, assets or liabilities in active markets;

•

Quoted prices for identical or similar assets or liabilities in inactive markets;

•

Inputs other than quoted prices that are observable, such as interest rate and yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates; and

•

Other inputs derived for or corroborated by observable market inputs.

Stock-Based Compensation

The Company accounts for its stock-based compensation awards based on estimated fair values, for all share-based awards, including stock options and restricted stock, made to employees and directors.

The Company accounts for stock-based employee compensation in accordance with the fair value recognition provisions of ASC 718, Compensation – Stock Compensation, as described in more detail in Note 13. As a result, compensation cost for all share-based payments is based on the grant-date fair value estimated in accordance with ASC 718. The value of the portion of the award that is ultimately expected to vest is included in stock-based employee compensation cost in the income statement and recorded as a component of Additional Paid-In Capital (“APIC”), for equity-based awards. Compensation expense for options with graded vesting schedules is recognized on a straight-line basis over the requisite service period for the entire option grant.

Accumulated Other Comprehensive Income (Loss)

Unrealized gains and the non-credit component of losses on the Company’s investment securities available-for-sale are included in accumulated other comprehensive income (loss), net of applicable income taxes.

Recent Accounting Developments

In July 2012, the FASB issued Accounting Standards Update No. 2012-02, “Testing Indefinite-Lived Assets for Impairment” (“ASU 2012-02”), which reduces the cost and complexity of performing an impairment test for indefinite-lived asset categories by simplifying how an entity performs the testing of those assets. Similar to the amendments to goodwill impairment testing issued in September 2011, an entity has the option first to assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the indefinite-lived intangible asset is impaired. If an entity concludes that it is not more likely than not that the indefinite-lived intangible asset is impaired, then the entity is not required to take further action. If an entity concludes otherwise, then it is required to determine the fair value of the indefinite-lived intangible asset and perform the quantitative impairment test. The provisions of ASU 2012-02 are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption permitted. The adoption of ASU 2012-02 is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

F-14

arrangements on an entity’s financial position. This includes the effect or potential effect of rights of offset associated with an entity’s recognized assets and recognized liabilities within the scope of this Update. The amendments require enhanced disclosures by requiring improved information about financial instruments and derivative instruments that are either (1) offset in accordance with either Section 210-20-45 or Section 815-10-45 or (2) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with either Section 210-20-45 or Section 815-10-45. This pronouncement will be effective for the Company retrospectively beginning January 1, 2013, and the adoption of this pronouncement is not expected to have a material impact on the Company’s financial statements.

In May 2011, the FASB issued Accounting Standards Update No. 2011-04, Fair Value Measurement (Topic 820): Amendment to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S.GAAP and IFRSs. The amendments were designed to create a uniform framework for applying fair value measurement principles for companies around the world. The new guidance eliminates differences between United States generally accepted accounting principles and International Financial Reporting Standards issued by the International Accounting Standards Board. New disclosures required by the guidance include: quantitative information about the significant unobservable inputs used for Level 3 measurements; a qualitative discussion about the sensitivity of recurring Level 3 measurements to changes in the unobservable inputs disclosed, including the interrelationship between inputs; and a description of the company’s valuation processes. This guidance is effective for interim and annual periods beginning after December 15, 2011. These amendments did not have a material impact on our results of operations, financial position or disclosures.

Reclassification

Certain items previously reported have been reclassified to conform with the current year’s reporting presentation and are considered immaterial.

F-15

[2]

Investment Securities

Investment securities available-for-sale are comprised of the following:


(Dollars in thousands)	Amortized Cost		Gross Unrealized Appreciation		Gross Unrealized Depreciation		Estimated Fair Value
At December 31, 2012
Corporate bonds	$	54,206	$	417	$	720	$	53,903
Municipal bonds		19,858		286		26		20,118
Non-agency mortgage-backed securities		7,748		574		—		8,322
Agency collateralized mortgage obligations		54,432		1,436		—		55,868
Agency mortgage-backed securities		52,342		634		—		52,976

Total investment securities available-for-sale	$	188,586	$	3,347	$	746	$	191,187


(Dollars in thousands)	Amortized Cost		Gross Unrealized Appreciation		Gross Unrealized Depreciation		Estimated Fair Value
At December 31, 2011
Corporate bonds	$	49,689	$	90	$	493	$	49,286
Agency collateralized mortgage obligations		69,732		753		162		70,323
Agency mortgage-backed securities		42,835		1,068		120		43,783

Total investment securities available-for-sale	$	162,256	$	1,911	$	775	$	163,392

At December 31, 2012, the contractual maturities of the debt securities available-for-sale are:


(Dollars in thousands)	Amortized Cost		Estimated Fair Value
Due in one year or less	$	48,291	$	48,674
Due from one to five years		8,212		7,511
Due from five to ten years		20,425		20,708
Due after ten years		111,658		114,294

	$	188,586	$	191,187

Prepayments may shorten the lives of the collateralized mortgage obligations and mortgage-backed securities.

Proceeds from the sale of investment securities available-for-sale during 2012, 2011 and 2010 were $18.7 million, $90.8 million and $0, respectively. Gross gains of $1.1 million, $1.3 million and $0 were realized on these sales and reclassified out of accumulated other comprehensive income in 2012, 2011 and 2010, respectively. There were no realized losses in 2012, 2011 or 2010 on investment securities available-for-sale.

Proceeds from the sale of investment securities trading during 2012 was $109.5 million and no sale of investment securities trading in 2011 and 2010. Gross gains of $0.6 million were realized on these sales in 2012. There were gross losses of $0.1 million realized in 2012 on investment securities trading. There were no investment securities trading outstanding at December 31, 2012, 2011 and 2010, respectively.

Certain of the Bank’s investment securities are available as collateral for borrowings as set forth in Note 8.

F-16

The following tables show the fair value and gross unrealized losses on investment securities available-for-sale, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position at December 31, 2012 and 2011, respectively:


	2012
	Less than 12 Months				12 Months or More				Total
(Dollars in thousands)	Fair value		Unrealized losses		Fair value		Unrealized losses		Fair value		Unrealized losses
Corporate bonds	$	2,513	$	720	$	—	$	—	$	2,513	$	720
Municipal bonds		4,653		26		—		—		4,653		26
Non-agency mortgage-backed securities		—		—		—		—		—		—
Agency collateralized mortgage obligations		—		—		—		—		—		—
Agency mortgage-backed securities		—		—		—		—		—		—

Total temporarily impaired securities	$	7,166	$	746	$	—	$	—	$	7,166	$	746


	2011
	Less than 12 Months				12 Months or More				Total
(Dollars in thousands)	Fair value		Unrealized losses		Fair value		Unrealized losses		Fair value		Unrealized losses
Corporate bonds	$	28,208	$	493	$	—	$	—	$	28,208	$	493
Agency collateralized mortgage obligations		17,126		92		6,366		70		23,492		162
Agency mortgage-backed securities		20,578		120		—		—		20,578		120

Total temporarily impaired securities	$	65,912	$	705	$	6,366	$	70	$	72,278	$	775

The decline in the fair value of our municipal bonds is primarily the result of interest rate fluctuations. We assess for impairment on corporate bonds based on our review of the underlying issuer and related credit rating and underlying financial performance through a review of publicly available financial statements. We do not intend to sell and it is not likely that we will be required to sell any of the securities, referenced in the table above, in an unrealized loss position before recovery of their amortized cost. Based on this, the Company considers all of the unrealized losses to be temporary impairment losses. There were four positions that were temporarily impaired at December 31, 2012, and 22 positions that were temporarily impaired at December 31, 2011.

[3]

Loans Receivable, Net

Loans receivable is comprised of the following:


	December 31, 2012
(Dollars in thousands)	Commercial & Industrial Loans			Commercial Real Estate Loans			Private Banking Loans			Total
Loans held-for-investment, before deferred fees	$	876,443		$	474,679		$	296,224		$	1,647,346
Less: Net deferred loan fees (costs)		(4,450	)		(1,471	)		203			(5,718	)

Loans held-for-investment, net of deferred fees	$	871,993		$	473,208		$	296,427		$	1,641,628
Less: Allowance for loan losses		(11,319	)		(5,252	)		(1,303	)		(17,874	)

Loans receivable, net	$	860,674		$	467,956		$	295,124		$	1,623,754

F-17


	December 31, 2011
(Dollars in thousands)	Commercial & Industrial Loans			Commercial Real Estate Loans			Private Banking Loans			Total
Loans held-for-investment, before deferred fees	$	709,558		$	499,676		$	202,984		$	1,412,218
Less: Net deferred loan fees (costs)		(3,912	)		(1,440	)		129			(5,223	)

Loans held-for-investment, net of deferred fees	$	705,646		$	498,236		$	203,113		$	1,406,995
Less: Allowance for loan losses		(8,899	)		(6,580	)		(871	)		(16,350	)

Loans receivable, net	$	696,747		$	491,656		$	202,242		$	1,390,645

The Company’s customers have unused loan commitments. Often these commitments are not fully utilized and therefore the total amount does not necessarily represent future cash requirements. The amount of unfunded commitments, including letters of credit, at December 31, 2012 and 2011, was $613.5 million and $517.1 million, respectively. The interest rate for each commitment is based on the prevailing market conditions at the time of funding. The lending commitment maturities as of December 31, 2012, are as follows: $239.2 million in less than one year; $143.6 million in one to three years; and $230.7 million in greater than three years. The reserve for losses on unfunded commitments was $0.4 million and $0.4 million, at December 31, 2012 and 2011, respectively, which includes reserves for potential losses on unfunded loan commitments, including letters of credit, and also risk participations.

At December 31, 2012 and 2011, the Company had loans in the process of origination totaling approximately $46.2 million and $20.8 million, respectively, which extend over varying periods of time with the majority being disbursed within a 30 to 60 day period.

The Company issues standby letters of credit in the normal course of business. Standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. Standby letters of credit generally are contingent upon the failure of the customer to perform according to the terms of the underlying contract with the third party. The Company would be required to perform under the standby letters of credit when drawn upon by the guaranteed party, in the case of nonperformance by the Company’s customer. Collateral may be obtained based on management’s credit assessment of the customer. The unfunded commitments amount related to letters of credit at December 31, 2012, included in the total listed above, is $90.8 million of which a portion is collateralized. Should the Company be obligated to perform under the standby letters of credit the Company may seek recourse from the customer for reimbursement of amounts paid. At December 31, 2012, $14.8 million (in the aggregate) in standby letters of credit will expire within the next twelve months, while the remaining letters of credit will expire in periods greater than one year. During the year ended December 31, 2012, there was one letter of credit drawn for $64.6 thousand that was immediately paid by the borrower. Most of these commitments are expected to expire without being drawn upon and the total amount does not necessarily represent future cash requirements. The probable liability for losses on letters of credit is included in the reserve for losses on unfunded commitments.

The Company has entered into risk participation agreements with financial institution counterparties for interest rate swaps related to loans in which we are a participant. The risk participation agreements provide credit protection to the financial institution counterparties should the customers fail to perform on their interest rate derivative contracts. The potential liability for outstanding obligations is included in the reserve for losses on unfunded commitments.

79.7% of the loan portfolio, at December 31, 2012, is comprised of loans to customers within the Company’s primary markets of Pennsylvania, Ohio, New Jersey, New York and contiguous states. As a result, the loan portfolio is subject to the general economic conditions within those areas. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained by the Company upon extension of credit is based on management’s credit evaluation of the borrower. The Company does not believe it has significant concentrations of credit risk to any one group of borrowers given its underwriting and collateral requirements.

F-18

The Company has a business model under which it enters into loan participations with other financial institutions in circumstances where those institutions chose to diversify a portion of the credit risk in their portfolios. The Bank follows its normal underwriting process and adheres to the Bank’s loan to one borrower limitations with regard to all participation loans. As of December 31, 2012, the Company had $666.1 million, net of deferred loan fees, in loan participations with 41 agent financial institutions and $73.4 million, net of deferred loan fees, with 16 financial institutions where the Company acts as agent.

The Company’s total loan portfolio is comprised of amortizing loans, where scheduled principal and interest payments are applied as appropriate, as well as interest-only loans. At December 31, 2012, interest-only loans represented 57.4% of the total loan portfolio. Of the total interest-only loans, 58.1% were lines of credit, 2.2% were construction loans and the remaining 39.7% were closed-end term loans which will either convert to an amortizing loan with required principal and interest payments or require a balloon payment of the total principal at maturity. The overall loan portfolio has an average remaining maturity of approximately 3 years and 86.3% of the portfolio is comprised of variable rate loans at December 31, 2012. Further, 25.8% of the loan portfolio has interest rate floors, at an average interest rate of 5.08% at December 31, 2012.

[4]

Allowance for Loan Losses

Our allowance for loan losses represents our estimate of probable loan losses inherent in the loan portfolio at a specific point in time. This estimate includes losses associated with specifically identified loans, as well as estimated probable credit losses inherent in the remainder of the loan portfolio. Additions are made to the allowance through both periodic provisions charged to income and recoveries of losses previously incurred. Reductions to the allowance occur as loans are charged off. Management evaluates the adequacy of the allowance at least quarterly, and in doing so relies on various factors including, but not limited to, assessment of historical loss experience, delinquency and non-accrual trends, portfolio growth, underlying collateral coverage and current economic conditions. This evaluation is subjective and requires material estimates that may change over time. The calculation of the ALLL takes into consideration the inherent risk identified within each of the Company’s three primary loan portfolios, Commercial and Industrial (“C&I”), Commercial Real Estate (“CRE”) and Private Banking, based on each portfolio’s risk ratings. In addition, management takes into account the historical loss experience of each loan portfolio, to ensure that the resultant allocated ALLL is sufficient to cover probable losses inherent in such loan portfolios. Please refer to Note 1, Summary of Significant Accounting Policies, for more details on the Company’s ALLL policy

The following discusses key characteristics and risks within each primary loan portfolio:

C&I— This loan portfolio includes primarily loans made to service companies or manufacturers generally for the purpose of production, operating capacity, accounts receivable, inventory or equipment financing, acquisitions and recapitalizations. Cash flow from the borrower’s operations is the primary source of repayment for these loans, except for our commercial loans which are secured by marketable securities.

The condition of the local/regional economy is an important indicator of risk, but there are also more specific risks depending on the industry of the company. Collateral for these types of loans often do not have sufficient value in a distressed or liquidation scenario to satisfy the outstanding debt.

CRE— This loan portfolio includes loans secured by commercial purpose real estate, including both owner occupied properties and investment properties for various purposes including office, retail, industrial, multi-family and hospitality. Individual projects as well as global cash flows are the primary sources of repayment for these loans. Also included are Commercial Construction Loans, which are loans made to finance the construction or renovation of structures as well as to finance the acquisition and development of raw land for various purposes. The increased level of risk of these loans is generally confined to the construction period. If there are problems, the project may not be complete, and as such, may not provide sufficient cash flow on its own to service the debt or have sufficient value in a liquidation to cover the outstanding principal.

F-19

The condition of the local/regional economy is an important indicator of risk for this loan portfolio. Additional risks exist and are dependent on several factors such as collateral type and the business performance, if the project is not owner occupied, as well as the type of project and the experience and resources of the developer.

Private Banking— Our private banking personal lending activities are conducted on a national basis. This loan portfolio includes primarily loans made to high-net-worth individuals and/or trusts that may be secured by cash, marketable securities, residential property or other financial assets, as well as unsecured loans and lines of credit. The primary source of repayment for these loans is the income and assets of the borrower.

The conditions of the securities markets and the local economy are important indicators of risk for this loan portfolio. In addition, the condition of the local housing market can also have a significant impact on this portfolio, since low demand and/or declining home values can limit the ability of borrowers to sell a property and satisfy the debt.

Management further assesses risk within each loan portfolio using key inherent risk differentiators. For the commercial loans, the most important indicator of risk is the internally assigned risk rating, including pass, special mention and substandard. The components of the allowance for loan losses represent estimates based upon Accounting Standards Codification (“ASC”) Topic 450, Contingencies, and ASC Topic 310, Receivables. ASC Topic 450 applies to homogeneous loan pools such as consumer installment, residential mortgages and consumer lines of credit, as well as commercial loans that are not individually evaluated for impairment under ASC Topic 310.

Impaired loans are individually evaluated for impairment under ASC Topic 310. The Company’s internal risk rating system is consistent with definitions found in current regulatory guidelines.

On a monthly basis, management monitors various credit quality indicators for both the commercial and consumer loan portfolios, including delinquency, nonperforming status, changes in risk ratings, changes in the underlying performance of the borrowers and other relevant factors. Please refer to Note 1, Summary of Significant Accounting Policies, for the Company’s policy for determining past due status of loans.

Management continually monitors the loan portfolio through its internal risk rating system. Loan risk ratings are assigned based upon the creditworthiness of the borrower. Loan risk ratings are reviewed on an ongoing basis according to internal policies. Loans within the pass rating generally have a lower risk of loss than loans risk rated as special mention, and substandard, which generally have an increasing risk of loss.

The Company’s risk ratings are consistent with regulatory guidance and are as follows:

Non-Rated— Loans to individuals and trusts are not individually risk rated, unless they are fully secured by liquid assets or cash, or have an exposure that exceeds $0.25 million and have certain actionable covenants, such as a liquidity covenant or a financial reporting covenant. In addition, commercial loans with an exposure of less than $0.5 million are not required to be individually risk rated. A loan with an exposure below $0.5 million is risk rated if it is secured by marketable securities or if it becomes a criticized loan. The majority of the private banking-personal loans that are not risk rated are residential mortgages and home equity loans. We monitor the performance of non-rated loans through ongoing reviews of payment delinquencies. These loans comprised less than 6.2% of the total loan portfolio, at December 31, 2012. For loans that are not risk-rated, the most important indicators of risk are the existence of collateral, the type of collateral, and for consumer real estate loans, whether the bank has a 1 ^st or 2 ^nd lien position.

Pass— The loan is currently performing in accordance with its contractual terms.

Special Mention— A special mention loan has potential weaknesses that warrant management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects or in our credit position at some future date. Economic and market conditions, beyond the customer’s control, may in the future necessitate this classification.

F-20

Substandard— A substandard loan is not adequately protected by the net worth and/or paying capacity of the obligor or by the collateral pledged, if any. Substandard loans have a well-defined weakness, or weaknesses that jeopardize the liquidation of the debt. These loans are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

The following tables present the recorded investment in loans by credit quality indicator at December 31:


	2012
(Dollars in thousands)	Commercial & Industrial		Commercial Real Estate		Private Banking		Total
Non-rated	$	1,242	$	120	$	100,611	$	101,973
Pass		832,750		458,143		194,461		1,485,354
Special mention		9,442		8,142		1,251		18,835
Substandard		28,559		6,803		104		35,466

Total	$	871,993	$	473,208	$	296,427	$	1,641,628


	2011
(Dollars in thousands)	Commercial & Industrial		Commercial Real Estate		Private Banking		Total
Non-rated	$	1,348	$	759	$	81,619	$	83,726
Pass		670,269		469,392		121,390		1,261,051
Special mention		17,606		9,494		104		27,204
Substandard		16,423		18,591		—		35,014

Total	$	705,646	$	498,236	$	203,113	$	1,406,995

Changes in the allowance for loan losses for 2012 and 2011 are as follows:


	2012
(Dollars in thousands)	Commercial & Industrial			Commercial Real Estate			Private Banking			Total
Balance, beginning of fiscal year	$	8,899		$	6,580		$	871		$	16,350
Provision for loan losses		5,214			1,540			1,431			8,185
Charge-offs		(3,000	)		(2,868	)		(999	)		(6,867	)
Recoveries		206			—			—			206

Balance, end of fiscal year	$	11,319		$	5,252		$	1,303		$	17,874


	2011
(Dollars in thousands)	Commercial & Industrial			Commercial Real Estate			Private Banking		Total
Balance, beginning of fiscal year	$	7,951		$	8,389		$	771	$	17,111
Provision for loan losses		2,278			2,961			100		5,339
Charge-offs		(1,886	)		(4,888	)		—		(6,774	)
Recoveries		556			118			—		674

Balance, end of fiscal year	$	8,899		$	6,580		$	871	$	16,350

Charge-offs of $6.9 million for the year ended December 31, 2012, included two C&I loans, three CRE loans and one private banking loan, which were partially offset by recoveries on one C&I loan of $0.2 million. Charge-offs of $6.8 million for the year ended December 31, 2011, included one C&I loan and seven CRE loans, which were partially offset by recoveries on five C&I loans and one CRE loan of $0.7 million.

F-21

Changes in the allowance for loan losses for 2010 are as follows:


	December 31, 2010
(Dollars in thousands)	December 31, 2010
Balance, beginning of fiscal year	$	15,764
Provision for loan losses		5,251
Charge-offs		(5,670	)
Recoveries		1,766

Balance, end of fiscal year	$	17,111

Charge-offs of $5.7 million for the year ended December 31, 2010, included two CRE loans, which were partially offset by recoveries on four C&I loans of $1.8 million.

The following tables present the age analysis of past due loans segregated by class of loan at December 31:


	2012
(Dollars in thousands)	30-59 Day Past Due		60-89 Days Past Due		Loans Past Due 90 Days or More		Total Past Due		Current		Total Loans
Commercial & industrial	$	—	$	—	$	3,033	$	3,033	$	868,960	$	871,993
Commercial real estate		—		—		3,780		3,780		469,428		473,208
Private banking		—		—		—		—		296,427		296,427

Total	$	—	$	—	$	6,813	$	6,813	$	1,634,815	$	1,641,628


	2011
(Dollars in thousands)	30-59 Day Past Due		60-89 Days Past Due		Loans Past Due 90 Days or More		Total Past Due		Current		Total Loans
Commercial & industrial	$	—	$	—	$	—	$	—	$	705,646	$	705,646
Commercial real estate		—		—		14,213		14,213		484,023		498,236
Private banking		—		—		—		—		203,113		203,113

Total	$	—	$	—	$	14,213	$	14,213	$	1,392,782	$	1,406,995

Management monitors the delinquency status of the loan portfolio on a monthly basis. Loans are considered nonperforming when interest and principal are 90 days or more past due or management has determined that a material deterioration in the borrower’s financial condition exists. The risk of loss is generally highest for nonperforming loans.

Management determines loans to be impaired when, based upon current information and events, it is probable that the Company will be unable to collect all interest and principal payments due according to the original contractual terms of the loan agreement. Refer to Note 1, Summary of Significant Accounting Policies, for the Company’s policy on evaluating loans for impairment and interest income.

F-22

The following tables present the Company’s investment in loans considered to be impaired and related information on those impaired loans as of December 31:


	2012
(Dollars in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
With a related allowance recorded:
Commercial & industrial	$	7,036	$	7,402	$	3,156	$	7,129	$	—
Commercial real estate		2,375		2,375		1,278		2,444		—
Private banking		—		—		—		—		—

Total with a related allowance recorded	$	9,411	$	9,777	$	4,434	$	9,573	$	—

Without a related allowance recorded:
Commercial & industrial	$	8,644	$	11,839	$	—	$	11,577	$	—
Commercial real estate		4,428		10,630		—		4,483		—
Private banking		—		—		—		—		—

Total without a related allowance recorded	$	13,072	$	22,469	$		$	16,060	$	—

Total:
Commercial & industrial	$	15,680	$	19,241	$	3,156	$	18,706	$	—
Commercial real estate		6,803		13,005		1,278		6,927		—
Private banking		—		—		—		—		—

Total	$	22,483	$	32,246	$	4,434	$	25,633	$	—


	2011
(Dollars in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
With a related allowance recorded:
Commercial & Industrial	$	2,215	$	2,368	$	800	$	2,456	$	—
Commercial Real Estate		6,513		6,616		1,730		6,583		—
Private Banking		—		—		—		—		—

Total with a related allowance recorded	$	8,728	$	8,984	$	2,530	$	9,039	$	—

Without a related allowance recorded:
Commercial & Industrial	$	—	$	—	$	—	$	—	$	—
Commercial Real Estate		7,700		15,598		—		9,329		—
Private Banking		—		—		—		—		—

Total without a related allowance recorded	$	7,700	$	15,598	$	—	$	9,329	$	—

Total:
Commercial & Industrial	$	2,215	$	2,368	$	800	$	2,456	$	—
Commercial Real Estate		14,213		22,214		1,730		15,912		—
Private Banking		—		—		—		—		—

Total	$	16,428	$	24,582	$	2,530	$	18,368	$	—

Impaired and non-accrual loans at December 31, 2012 and 2011, were $22.5 million and $16.4 million, respectively. There was no interest income recognized on these loans for the years ended December 31, 2012, 2011 and 2010, while these loans were on non-accrual status. At December 31, 2012 and 2011, there were no loans 90 days or more past due and still accruing interest income.

F-23

Impaired and non-accrual loans were evaluated using the fair value of the collateral as the measurement method or an evaluation of estimated losses for non-collateral dependent loans. Based on those evaluations, at December 31, 2012, there was a specific reserve established totaling $4.4 million, which is included in the $17.9 million allowance for loan losses, above. Also included in impaired and non-accrual loans are two C&I loans and two CRE loans with a combined balance of $13.1 million at December 31, 2012, with no corresponding specific reserve since these loans were written down to the level which management believes will be recovered from the borrower.

At December 31, 2011, there was a specific reserve established totaling $2.5 million, which is included in the $16.4 million allowance for loan losses, above. Also included in impaired and non-accrual loans are four CRE loans with a combined balance of $7.7 million at December 31, 2011, with no corresponding specific reserve since these loans were written down to the level which management believes will be recovered from the borrower.

The following tables present the allowance for loan losses and recorded investment in loans by class at December 31:


	2012
(Dollars in thousands)	Commercial & Industrial		Commercial Real Estate		Private Banking		Total
Allowance for loan losses:
Individually evaluated for impairment	$	3,156	$	1,278	$	—	$	4,434
Collectively evaluated for impairment		8,163		3,974		1,303		13,440

Total allowance for loan losses	$	11,319	$	5,252	$	1,303	$	17,874

Portfolio loans:
Individually evaluated for impairment	$	15,680	$	6,803	$	—	$	22,483
Collectively evaluated for impairment		856,313		466,405		296,427		1,619,145

Total portfolio loans	$	871,993	$	473,208	$	296,427	$	1,641,628


	2011
(Dollars in thousands)	Commercial & Industrial		Commercial Real Estate		Private Banking		Total
Allowance for loan losses:
Individually evaluated for impairment	$	800	$	1,730	$	—	$	2,530
Collectively evaluated for impairment		8,099		4,850		871		13,820

Total allowance for loan losses	$	8,899	$	6,580	$	871	$	16,350

Portfolio loans:
Individually evaluated for impairment	$	2,215	$	14,213	$	—	$	16,428
Collectively evaluated for impairment		703,431		484,023		203,113		1,390,567

Total portfolio loans	$	705,646	$	498,236	$	203,113	$	1,406,995

The following table provides additional information on the Company’s loans classified as troubled debt restructurings:


	December 31,
(Dollars in thousands)	2012		2011
Aggregate recorded investment of impaired loans with terms modified through a troubled debt restructuring:
Accruing interest	$	253	$	680
Non-accrual		4,210		12,335

Total troubled debt restructurings	$	4,463	$	13,015

F-24

Of the non-accrual loans at December 31, 2012, two C&I loans and one CRE loan were classified by the Company as troubled debt restructurings. There was also one CRE loan that was still accruing interest and classified by the Company as a troubled debt restructuring at December 31, 2012. The aggregate net carrying value of these loans is $4.5 million.

Of the non-accrual loans at December 31, 2011, one C&I loan and three CRE loans were classified by the Company as troubled debt restructurings. There was also one CRE loan that was still accruing interest and classified by the Company as a troubled debt restructuring at December 31, 2012. The aggregate net carrying value of these loans is $13.0 million.

The modifications made to restructured loans typically consist of an extension of the payment terms or the deferral of principal. We generally do not forgive principal when restructuring loans. During 2012, there were no payment defaults for loans modified as TDRs within 12 months of the balance sheet date. The financial effects of our modifications made during the year ended December 31, 2012 and 2011, are as follows:


	2012
(Dollars in thousands)	Count		Recorded Investment at the time of Modification		Current Recorded Investment		Allowance for Loan Losses at the time of Modification		Current Allowance for Loan Losses
Commercial & industrial:
Extension of term		1	$	2,848	$	1,706	$	1,000	$	—
Commercial real estate:
Extension of term		1		714		649		—		—

Total		2	$	3,562	$	2,355	$	1,000	$	—


	2011
(Dollars in thousands)	Count		Recorded Investment at the time of Modification		Current Recorded Investment		Allowance for Loan Losses at the time of Modification		Current Allowance for Loan Losses
Commercial & industrial:
Extension of term		1	$	4,813	$	—	$	—	$	—
Extension of term and deferral of principal		1		2,292		2,215		800		800
Commercial real estate:
Extension of term		2		7,258		7,193		1,730		1,730
Advance additional funds		1		4,652		3,285		1,367		—

Total		5	$	19,015	$	12,693	$	3,897	$	2,530

On April 30, 2012 and on October 31, 2012, we acquired two properties related to two impaired loans for $0.3 million and $0.6 million, respectively. On December 28, 2012, we sold the property we acquired on October 31, 2012, for $0.8 million. As of December 31, 2012 and 2011, the balance of the Other Real Estate Owned (“OREO”) portfolio was $0.3 million and $0, respectively.

[5]

Federal Home Loan Bank Stock

The Company is a member of the FHLB system. As a member of the FHLB Pittsburgh, the Company must maintain a minimum investment in the capital stock of the FHLB in an amount equal to 4.60% of its outstanding advances, if any, and 0.35% of its membership asset value, as defined, with the FHLB. The FHLB has the ability to change the calculation of the required stock investment at any time.

The Company held stock totaling $2.4 million and $1.6 million at December 31, 2012 and 2011, respectively. At December 31, 2012, $2.4 million of stock was required based on the Bank’s membership asset value, as defined, of approximately $430.1 million and $20.0 million in outstanding advances.

F-25

[6]

Office Properties and Equipment

Following is a summary of office properties and equipment by major classification:


	December 31,
(Dollars in thousands)	2012			2011
Furniture, fixtures and equipment	$	5,516		$	4,567
Leasehold improvements		3,266			3,066

Total, at cost		8,782			7,633
Less: accumulated depreciation		(4,465	)		(3,588	)

Net office properties and equipment	$	4,317		$	4,045

The Company rents office space in its five office locations which are accounted for as operating leases. The initial lease periods are from three to twelve years and provide for one or more renewal options. All of the leases provide for annual rent escalations and payment of certain operating expenses applicable to the leased space. In addition, the Company rents a facility for offsite meetings and employee-related functions. The Company records rent expense on a straight-line basis over the term of the lease. Rent expense was $1.4 million, $1.0 million and $0.9 million for the years ended December 31, 2012, 2011 and 2010, respectively. Depreciation expense was $0.9 million, $0.8 million and $0.8 million for the years ended December 31, 2012, 2011 and 2010, respectively.

At December 31, 2012, future minimum lease payments were as follows:


(Dollars in thousands)
2013	$	1,510
2014		1,518
2015		1,191
2016		1,203
2017		1,069
Thereafter		3,029

	$	9,520

In September 2012, the operating lease for the Philadelphia office location was renewed for a period of 4 years.

In November 2011, the Company entered into a temporary operating lease arrangement for the New York representative office location for a period of four months. In January 2012, the Company entered into a new operating lease for the New York office for a period of less than 3 years.

In November 2011, the Company amended its operating lease for the Cleveland office location to move its office space and extend the remaining lease period from 1 year to 5 years, with the same lessor.

In conjunction with the initial and amended operating lease for the Pittsburgh location, the Bank received an allowance for leasehold improvements of $1.1 million and $0.5 million, respectively. The allowance is being recognized as a reduction to rent expense over the life of the lease. The amount remaining at December 31, 2012, of the total unrecognized allowance for leasehold improvements is $0.8 million.

F-26

[7]

Deposits


	Interest Rate at December 31, 2012			Weighted Average Interest Rate at December 31,						December 31,
(Dollars in thousands)	Interest Rate at December 31, 2012			2012			2011			2012		2011
Demand and savings accounts:
Noninterest-bearing checking accounts		—			—			—		$	100,395	$	197,629
Interest-bearing checking accounts		0.00 to 0.27	%		0.06	%		0.08	%		7,043		4,371
Money market deposit accounts		0.05 to 0.95	%		0.47	%		0.66	%		890,884		595,963

											998,322		797,963
Time deposits		0.05 to 5.21	%		1.03	%		1.36	%		825,057		839,163

Total deposit balance										$	1,823,379	$	1,637,126

Average rate paid on interest-bearing accounts					0.74	%		1.07	%

As of December 31, 2012 and 2011, the Bank had total brokered deposits of $717.8 million and $702.4 million, respectively. The amount for brokered deposits includes reciprocal Certificate of Deposit Account Registry Service (“CDARS”) and reciprocal Insured Cash Sweep (“ICS”) totaling $456.2 million and $431.6 million as of December 31, 2012 and 2011, respectively.

At December 31, 2012 and 2011, time deposits with balances of $100,000 or more, excluding brokered certificates of deposit, amounted to $380.1 million and $257.2 million, respectively.

The contractual maturity of time deposits, including brokered deposits, is as follows:


	December 31,
(Dollars in thousands)	2012		2011
Under 12 months	$	618,898	$	632,191
12 months to 24 months		167,288		136,680
24 months to 36 months		38,871		55,292
36 months to 48 months		—		15,000
48 months to 60 months		—		—
Over 60 months		—		—

	$	825,057	$	839,163

Interest expense on deposits is as follows:


	December 31,
(Dollars in thousands)	2012		2011		2010
Interest-bearing checking accounts	$	3	$	27	$	301
Money market deposit accounts		4,062		5,482		5,387
Time deposits		9,586		12,477		14,964

Total interest expense on deposits	$	13,651	$	17,986	$	20,652

[8]

Borrowings

At December 31, 2012 and 2011 borrowings were comprised of the following:


(Dollars in thousands)	2012							2011
	Interest Rate			Ending Balance		Maturity Date		Interest Rate		Ending Balance		Maturity Date
FHLB borrowing		0.42	%	$	20,000		9/25/2014		—	$	—		—

Total				$	20,000					$	—

F-27

The Bank maintains an unsecured line of credit of $10.0 million with M&T Bank. At December 31, 2012, the full amount of this established line was available to the Bank.

The Bank has borrowing capacity with the FHLB. The borrowing capacity is based on the collateral value of certain securities plus the Bank’s Maximum Borrowing Capacity (“MBC”) factored by 75%. The Bank’s MBC is updated quarterly based on the Qualified Collateral Report (“QCR”) submitted to the FHLB. At December 31, 2012, the Bank’s MBC is based on the information provided in the September 30, 2012, QCR filing. As of December 31, 2012, the Bank had agency bond collateral with a fair value of $38.0 million, combined with pledged loans of $394.0 million, for a total borrowing capacity of $215.1 million, net of $20 million outstanding in advances from the FHLB as reflected in the table above. At December 31, 2011, there was $0 outstanding in advances from the FHLB. When the Bank borrows from the FHLB, interest is charged at the FHLB’s posted rates at the time of the borrowing.

[9]

Income Taxes

The income tax provision (benefit) reconciled to taxes computed at the statutory federal rate is as follows:


(Dollars in thousands)	2012			2011			2010
Tax provision (benefit) at statutory rate	$	6,128		$	4,065		$	2,609
Meals and entertainment		43			38			41
Dues and subscriptions		70			65			62
Sec. 162 compensation		839			868			961
Bank owned life insurance (BOLI)		(179	)		(117	)		(10	)
State tax expense, net of federal benefit		132			89			—
Deferred tax rate change		(114	)		(215	)		—
Tax exempt income, net of disallowed interest		(60	)		—			—
Other		(22	)		(55	)		—
Change in valuation allowance		—			—			(11,237	)

Income tax provision (benefit)	$	6,837		$	4,738		$	(7,574	)

The income tax provision (benefit) consists of:


(Dollars in thousands)	2012			2011		2010
Current income tax provision - federal	$	7,335		$	3,795	$	211
Current income tax provision - state		295			135		—
Deferred tax provision (benefit) - federal		(628	)		808		(7,785	)
Deferred tax provision (benefit) - state		(165	)		—		—

Income tax provision (benefit)	$	6,837		$	4,738	$	(7,574	)

F-28

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities and the related valuation allowance as of December 31, 2012 and 2011, are as follows:


(Dollars in thousands)	2012			2011
Deferred Tax Assets:
Start-up expenses	$	244		$	267
Stock compensation		2,122			1,844
Leasehold improvement		198			227
Allowance for loan loss		6,388			5,722
Long-term lease		250			186
Organizational costs		24			27
Reserve for unfunded commitments		158			152

Gross deferred tax assets		9,384			8,425

Deferred Tax Liabilities:
Office properties and equipment		(827	)		(938	)
Prepaid expenses		(332	)		(122	)
Deferred loan costs		(455	)		(388	)
Unrealized gain on investments		(929	)		(398	)

Gross deferred tax liability		(2,543	)		(1,846	)

Net deferred tax asset	$	6,841		$	6,579

Management believes that, as of December 31, 2012, it is more likely than not that the net deferred tax asset will be fully realized upon the generation of future taxable income. As of December 31, 2010, the Company reversed the valuation allowance that had been previously established for the net deferred tax asset. This was based on the Company’s history of earnings over the last five consecutive quarters, coupled with management’s expectations for continued net positive earnings in the future.

The change in the net deferred tax asset for the years ended December 31, 2012 and 2011, is detailed as follows:


(Dollars in thousands)	2012			2011
Deferred tax benefit/(provision)	$	793		$	(808	)
Deferred tax - other comprehensive income		(531	)		(574	)

Change in net deferred tax asset	$	262		$	(1,382	)

At December 31, 2011, for federal income tax purposes the Company used its AMT credit and remaining federal net operating losses and therefore has no further carryforwards of tax attributes.

We consider uncertain tax positions that the Company has taken or expects to take on a tax return. At December 31, 2012, there were no unrecognized tax benefits that, if recognized, would favorably affect the effective income tax rate and there were no material uncertain tax positions. We recognize interest accrued and penalties (if any) related to unrecognized tax benefits in income tax expense. At December 31, 2012, we had no amount accrued for interest or the payment of penalties. Federal tax years 2009 through 2012 remain subject to examination, as of December 31, 2012, while tax years 2009 through 2012 remain subject to examination by state taxing jurisdictions. No federal or state income tax return examinations are currently in progress.

[10]

Shareholders’ Equity

The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory—and possibly additional discretionary—actions by regulators that, if undertaken, could have

F-29

a direct material effect on the Company’s and the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company’s and the Bank’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Company’s and the Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weighting, and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the tables below) of Tier 1 and Total risk-based capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier 1 capital (as defined) to average assets (as defined). As of December 31, 2012, the Company and the Bank exceeded all capital adequacy requirements to which they are subject.

Financial institutions are categorized as Well Capitalized if they meet minimum Total risk-based, Tier 1 risk-based, and Tier 1 leverage ratios (Tier 1 capital to average assets) as set forth in the tables below. Based upon the information in its most recently filed FR Y-9C report and Call Report, both the Company and the Bank exceeded the capital ratios necessary to be Well Capitalized under the regulatory framework for prompt corrective action. There have been no conditions or events since the filing of the most recent FR Y-9C report or Call Report that management believes have changed the Company’s or the Bank’s category.

The following tables set forth certain information concerning the Company’s and the Bank’s regulatory capital at December 31, 2012 and 2011.


	December 31, 2012
	Actual					For Capital Adequacy					To be Well Capitalized
(Dollars in thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio
Total risk-based capital ratio
Company	$	234,370		11.88	%		N/A		N/A			N/A		N/A
Bank		233,723		11.84	%		157,875		8.00	%		197,344		10.00	%
Tier 1 risk-based capital ratio
Company	$	216,053		10.95	%		N/A		N/A			N/A		N/A
Bank		215,406		10.92	%		78,937		4.00	%		118,406		6.00	%
Tier 1 leverage ratio
Company	$	216,053		10.35	%		N/A		N/A			N/A		N/A
Bank		215,406		10.31	%		167,070		8.00	%		167,070		8.00	%


	December 31, 2011
	Actual					For Capital Adequacy					To be Well Capitalized
(Dollars in thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio
Total risk-based capital ratio
Company	$	200,498		11.60	%		N/A		N/A			N/A		N/A
Bank		199,840		11.56	%		138,288		8.00	%		172,860		10.00	%
Tier 1 risk-based capital ratio
Company	$	183,714		10.63	%		N/A		N/A			N/A		N/A
Bank		183,056		10.59	%		69,144		4.00	%		103,716		6.00	%
Tier 1 leverage ratio
Company	$	183,714		10.18	%		N/A		N/A			N/A		N/A
Bank		183,056		10.14	%		144,408		8.00	%		144,408		8.00	%

Given its status as a de novo bank, the Company and its subsidiary Bank must obtain consent from their primary regulators, including the FDIC, Pennsylvania Department of Banking and the Federal Reserve, prior to declaring and paying cash dividends. As part of its operating and financial strategies, the Company has not paid dividends to its Common Shareholders since its inception in 2007 and it does not anticipate paying cash dividends to its Common Shareholders in the foreseeable future.

F-30

Receipt of Investment from the U.S. Department of Treasury

On February 27, 2009, the Company received a $23.0 million investment from the United States Department of the Treasury (“U.S. Treasury”). This investment was the result of the Company’s voluntary participation in the Troubled Asset Relief Program Capital Purchase Program (“CPP”) which was implemented pursuant to the Emergency Economic Stabilization Act of 2008 (“EESA”) which was enacted on October 3, 2008.

As part of the transaction completed on February 27, 2009, the Company entered into a Letter Agreement, which includes the Securities Purchase Agreement – Standard Terms and Conditions, with the U.S. Treasury whereby the U.S. Treasury purchased 23,000 shares of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A (“Preferred Series A Stock”), as well as a warrant to purchase up to 1,150 shares of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series B (“Preferred Series B Stock”) which was exercised immediately. The aggregate purchase price was $23.0 million with a liquidation amount of $23.0 million for the Preferred Series A Stock and $1.2 million for the Preferred Series B Stock. The proceeds of the $23.0 million were allocated on a relative fair value basis between the Preferred Series A Stock and Preferred Series B Stock. The initial carrying value of the Preferred Series A was $21.7 million and Preferred Series B was $1.3 million. The discount on the Preferred Series A Stock is amortized over a period of five years, in accordance with the guidance for increasing rate preferred stock. The discount on the Preferred Series B Stock is not amortized since the dividend rate does not increase. The total amount of discount amortized for the years ended December 31, 2012, 2011 and 2010, was $0.6 million, $0.3 million and $0.2 million, respectively, for the Preferred Series A Stock. The total amount of premium amortized for the Preferred Series B Stock was $0.2 million, for the year ended 2012, resulting from the repurchase of the Preferred Stock as discussed below.

Dividends on Preferred Series A Stock and Preferred Series B Stock

During 2012, the Company paid dividends to the U.S. Treasury under the CPP in the amounts of $0.3 million on each of the following dates: February 14, 2012, May 11, 2012, August 13, 2012, and $0.1 million on September 26, 2012.

During 2011, the Company paid dividends to the U.S. Treasury under the CPP in the amounts of $0.3 million on each of the following dates: February 11, 2011, May 13, 2011, August 12, 2011, and November 10, 2011.

During 2010, the Company paid dividends to the U.S. Treasury under the CPP in the amounts of $0.6 million on February 12, 2010, which included $0.3 million previously deferred from November 15, 2009, and $0.3 million on each of the following dates: May 14, 2010, August 5, 2010, and November 9, 2010.

Repurchase of Preferred Stock Issued in Connection With the Capital Purchase Program

As part of its strategic capital plan, on September 26, 2012, the Company redeemed all of the outstanding Series A preferred stock and Series B preferred stock, issued under our voluntary participation in the U.S. Treasury’s CPP. The repurchase totaled $24.2 million including $0.4 million in amortization related to the remaining difference between the repurchase price and the carrying value of the preferred shares at the time of repurchase.

[11] Employee Benefit Plans

The Company participates in a qualified 401(k) defined contribution plan under which eligible employees may contribute a percentage of their salary, at their discretion. Beginning in 2011 and continuing through 2012, the Company automatically contributed three percent of the employee’s base salary to the individual’s 401(k) plan, subject to IRS limitations. Full-time employees are eligible to participate upon the first month following their first day of employment or having attained age 21, whichever is later.

F-31

Substantially all employees received an automatic contribution of three percent of their base salary in 2012 and 2011. The Company’s contribution expense was $0.4 million and $0.3 million for the twelve months ended December 31, 2012 and 2011, respectively, including incidental administrative fees paid to a third party administrator of the plan. There were no employer contributions to the plan in 2010.

[12] Issuance of Stock

On August 10, 2012, the Company issued an aggregate of 48,780.488 shares of its Series C preferred stock at a price of $1,025.00 per share, purchased by LM III TriState Holdings LLC (69.1607%) and LM III-A TriState Holdings LLC (30.8393%) (combined the “Lovell Minnick funds”) which are investment funds managed by Lovell Minnick Partners LLC. Net proceeds totaled $46.0 million, net of offering costs of $4.0 million. The Series C preferred stock is convertible into shares of the Company’s common stock, with a conversion ratio of 100 shares of common stock for each share of Series C preferred stock (subject to adjustment in certain events, including combinations or divisions of common stock), by the holder at any time provided that, upon conversion, the holders of the Series C preferred stock will not own or control in the aggregate more than 24.9% of our voting securities. Series C preferred shareholders are entitled to participate in dividends with common shareholders on an “as if converted” basis. This is defined as a “participating security” under relevant accounting guidance. As a result, basic earnings per share (“EPS”) for the twelve months ended December 31, 2012, was computed under the two-class method earnings allocation formula. This resulted in a reduction to basic EPS of approximately $0.05 for the twelve months ended December 31, 2012.

On March 31, 2011, the Company issued 22,500 shares, purchased by two new directors of the Company’s Board, at $8.00 per share. On May 31, 2011, the Company issued 6,250 shares, purchased by five directors of the Company, at $8.00 per share. Net proceeds were $0.2 million.

[13]

Earnings Per Share

The computation of basic and diluted earnings per share for the years ended December 31, 2012, 2011 and 2010 follows:


(Dollars in thousands, except share and per share data)	2012		2011		2010
Net income available to common shareholders	$	9,147	$	5,700	$	13,410
Less: earnings allocated to participating stock		909		—		—

Net income available to common shareholders, after required adjustments for the calculation of basic EPS	$	8,238	$	5,700	$	13,410

Basic shares		17,394,491		17,380,185		16,113,440
Preferred shares—dilutive		1,919,232		—		—
Unvested restricted stock—dilutive		37,286		12,784		—

Diluted shares		19,351,009		17,392,969		16,113,440

Earnings per common share:
Basic	$	0.47	$	0.33	$	0.83
Diluted	$	0.47	$	0.33	$	0.83


	At December 31,
	2012		2011		2010
Anti-dilutive shares ⁽¹⁾		2,193,000		1,946,500		1,893,000

(1)	Includes stock options not considered for the calculation of diluted earnings per shares as their inclusion would have been anti-dilutive.

F-32

[14]

Stock Compensation Programs

The Company’s 2006 Stock Option Plan (the “Plan”) provides for the granting of incentive and non-qualifying stock options to the Company’s key employees, key contractors and outside directors at the discretion of the Board of Directors. On April 24, 2012, the shareholders of the Company authorized the issuance of up to an additional 2,000,000 common shares relating to stock awards, which may be issued upon the exercise of stock options, bringing the total authorized shares in connection with stock options to 4,000,000, as of December 31, 2012, under the Company’s 2006 Plan. As of December 31, 2012, 2,193,000 stock options were outstanding.

The Company’s stock option grants contain terms that provide for a graded vesting schedule whereby portions of the options vest in increments over the requisite service period. These options typically vest fifty percent after two and one-half years following the award date and the remaining fifty percent five years following the award date. The Company recognizes compensation expense for options with graded vesting schedules on a straight-line basis over the requisite service period for the entire option grant.

At December 31, 2012, there were 1,807,000 additional options available for the Company to grant under the Plan. The fair value of each option award is estimated on the date of the grant using the Black-Scholes option pricing model and the weighted average assumptions in the following table. Expected term was calculated utilizing the simplified method because the Company has no historical exercise behavior. Since the Company’s shares are not publicly traded and its shares are rarely traded privately, expected volatility is computed based on average historical volatility of similar entities with publicly traded shares. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The computation assumes that there will be no dividends paid to common shareholders during the contractual life of the options.


	2012			2011			2010
Valuation Assumptions:
Expected dividend yield		0.0	%		0.0	%		0.0	%
Expected volatility		47.6	%		53.9	%		52.4	%
Expected term (years)		6.9			6.9			6.9
Risk-free interest rate		1.15	%		1.74	%		2.70	%

F-33

Stock option activity during the periods indicated is as follows:


	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term
Balance at December 31, 2009		1,735,000	$	10.43		7.45
Granted		203,000		8.06
Exercised		—		—
Forfeited		45,000		13.15
Expired		—		—

Balance at December 31, 2010		1,893,000	$	10.11		6.79
Granted		171,000		8.94
Exercised		—		—
Forfeited		117,500		11.50
Expired		—		—

Balance at December 31, 2011		1,946,500	$	9.92		6.12
Granted		271,500		10.20
Exercised		—		—
Forfeited		25,000		9.06
Expired		—		—

Balance at December 31, 2012		2,193,000	$	9.97		5.69

Exercisable at December 31, 2010		751,000	$	10.22		6.22

Exercisable at December 31, 2011		817,250	$	10.36		5.34

Exercisable at December 31, 2012		1,518,500	$	10.16		4.33

The weighted average grant date fair value of options granted during the years ended December 31, 2012, 2011 and 2010, was $4.98, $4.91 and $4.45, respectively. There were no options exercised during the years ended December 31, 2012, 2011 and 2010.

A summary of the status of the Company’s non-vested options as of December 31, 2012, and changes during the years ended December 31, 2012 and 2011, is presented below:


Non-vested options:	Options		Weighted Average Grant-Date Fair Value
Balance at December 31, 2009		1,139,000	$	4.62

Granted		203,000		4.45
Vested		155,000		4.64
Forfeited		45,000		5.34

Balance at December 31, 2010		1,142,000	$	4.49

Granted		171,000		4.91
Vested		66,250		5.29
Forfeited		117,500		5.16

Balance at December 31, 2011		1,129,250	$	4.51

Granted		271,500		4.98
Vested		701,250		4.33
Forfeited		25,000		4.66

Balance at December 31, 2012		674,500	$	4.88

F-34

At December 31, 2012, there was $2.6 million of total unrecognized compensation cost related to non-vested options granted under the plan. The unrecognized compensation cost is expected to be recognized over a weighted average period of 4.1 years. The total fair value of options vested during the years ended December 31, 2012, 2011 and 2010, was $3.0 million, $0.4 million and $0.7 million, respectively.

In January 2011, the Board of Directors approved the grant of 62,500 shares of the Company’s restricted stock to the Company’s Chairman and Chief Executive Officer with a grant date fair value of $0.5 million. Under this grant, the service-based restricted stock award will be expensed ratably over the two-year vesting period, commencing in January 2011. The unvested portion of the restricted stock award is subject to forfeiture if the service period is not completed.

[15]

Derivatives and Hedging Activity

Risk Management Objective of Using Derivatives

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and through the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts principally related to the Company’s fixed rate loan assets. The Company also has derivatives that are a result of a service the Company provides to certain qualifying customers, and therefore, are not used to manage interest rate risk in the Company’s assets or liabilities. The Company manages a matched book with respect to its derivative instruments offered as a part of this service to its customers in order to minimize its net risk exposure resulting from such transactions.

Fair Values of Derivative Instruments on the Balance Sheet

The tables below present the fair value of the Company’s derivative financial instruments as well as their classification on the Balance Sheet as of December 31, 2012 and 2011.

Asset Derivatives as of
December 31, 2012

Liability Derivatives as of
December 31, 2012

(Dollars in thousands)

Balance Sheet
Location

Fair Value

Balance Sheet
Location

Fair Value

Derivative designated as hedging instruments

Interest rate products

Other assets

—

Other liabilities

1,299

Derivative not designated as hedging instruments

Interest rate products

Other assets

5,681

Other liabilities

5,955

Asset Derivatives as of
December 31, 2011

Liability Derivatives as of
December 31, 2011

(Dollars in thousands)

Balance Sheet
Location

Fair
Value

Balance Sheet
Location

Fair
Value

Derivative designated as hedging instruments

Interest rate products

Other assets

—

Other liabilities

2,226

Derivative not designated as hedging instruments

Interest rate products

Other assets

4,302

Other liabilities

4,492

F-35

Fair Value Hedges of Interest Rate Risk

The Company is exposed to changes in the fair value of certain of its fixed rate obligations due to changes in benchmark interest rates, LIBOR. Interest rate swaps designated as fair value hedges involve the receipt of fixed-rate amounts from a counterparty in exchange for the Company making variable rate payments over the life of the agreements without the exchange of the underlying notional amount. As of December 31, 2012, the Company had fourteen interest rate swaps, with a notional amount of $14.1 million that were designated as fair value hedges of interest rate risk associated with the Company’s fixed-rate loan assets. The notional amounts for the derivatives express the dollar volume of the transactions, however, credit risk is considered insignificant in 2012 and 2011. There were no counterparty default losses on derivatives for the twelve months ended December 31, 2012, and December 31, 2011.

For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in earnings. Two of the Company’s fourteen interest rate swaps are designated as fair value hedges applying the “shortcut” method. As such, the gain or loss on these two derivatives exactly offsets the loss or gain on the hedged items, resulting in zero net earnings impact. The remaining twelve hedges have been designated as fair value hedges applying the “fair value long haul” method. The Company includes the gain or loss on the hedged items in the same line item as the offsetting loss or gain on the related derivatives. During the year ended December 31, 2012, the Company recognized gains of $28.3 thousand in non-interest income related to hedge ineffectiveness. The Company also recognized a decrease to interest income of $0.8 million for the year ended December 31, 2012, related to the Company’s fair value hedges, which includes net settlements on the derivatives, and any amortization adjustment of the basis in the hedged items.

Non-Designated Hedges

The Company does not use derivatives for trading or speculative purposes. Derivatives not designated as hedges are not speculative and result from a service the Company provides to certain customers or are hedges that were previously designated in qualifying hedging relationships that no longer meet the strict requirements to apply hedge accounting, as discussed in the Fair Value Hedges of Interest Rate Risk section. The Company executes interest rate derivatives with its commercial banking customers to facilitate their respective risk management strategies. Those derivatives are simultaneously economically hedged by offsetting derivatives that the Company executes with a third party, such that the Company minimizes its net risk exposure resulting from such transactions. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings. As of December 31, 2012, the Company had seventy-four derivative transactions with an aggregate notional amount of $264.9 million related to this program and two interest rate swaps with embedded floors that no longer meet the requirements to apply hedge accounting with an aggregate notional amount of $7.8 million. During the twelve months ended December 31, 2012, the Company recognized a net loss of $72.3 thousand related to changes in fair value of the derivatives not designated in hedging relationships.

F-36

Effect of Derivative Instruments on the Income Statement

The tables below present the effect of the Company’s derivative financial instruments on the Income Statement for the years ended December 31, 2012, 2011 and 2010.


(Dollars in thousands)	December 31, 2012
Derivative in Fair Value Hedging Relationships	Location of Gain or (Loss) recognized in Income on Derivative	Amount of Gain or (Loss) Recognized in Income on Derivative 2012
Interest rate products	Interest income / (expense)	$	(834	)
	Non-interest income / (expense)		28

Total		$	(806	)


(Dollars in thousands)	December 31, 2011
Derivative in Fair Value Hedging Relationships	Location of Gain or (Loss) recognized in Income on Derivative	Amount of Gain or (Loss) Recognized in Income on Derivative 2011
Interest rate products	Interest income /(expense)	$	(1,053	)
	Non-interest income / (expense)		(15	)

Total		$	(1,068	)


(Dollars in thousands)	December 31, 2010
Derivative in Fair Value Hedging Relationships	Location of Gain or (Loss) recognized in Income on Derivative	Amount of Gain or (Loss) Recognized in Income on Derivative 2010
Interest rate products	Interest income / (expense)	$	(1,564	)
	Non-interest income / (expense)		30

Total		$	(1,534	)

F-37

Credit-Risk-Related Contingent Features

The Company has agreements with each of its derivative counterparties that contain a provision where, if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations.

The Company has agreements with certain of its derivative counterparties that contain a provision where, if either the Company or the counterparty fails to maintain its status as a well/adequately capitalized institution, then the Company or the Counterparty could be required to terminate any outstanding derivative positions and settle its obligations under the agreement.

As of December 31, 2012, the termination value of derivatives, including accrued interest, in a net liability position related to these agreements was $7.2 million. As of December 31, 2012, the Company has minimum collateral posting thresholds with certain of its derivative counterparties and has posted collateral of $9.0 million. If the Company had breached any of these provisions at December 31, 2012, it could have been required to settle its obligations under the agreements at their termination value.

[16]

Disclosures About Fair Value of Financial Instruments

Fair value estimates of financial instruments are based on the present value of expected future cash flows, quoted market prices of similar financial instruments, if available, and other valuation techniques. These valuations are significantly affected by discount rates, cash flow assumptions, and risk assumptions used. Therefore, fair value estimates may not be substantiated by comparison to independent markets and are not intended to reflect the proceeds that may be realized in an immediate settlement of instruments. Accordingly, the aggregate fair value amounts presented below do not represent the underlying value of the Company.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments at December 31, 2012 and 2011:

Cash and Cash Equivalents

The carrying amount approximates fair value.

Investment Securities

The fair values of investment securities are based on quoted market prices for similar securities, recently executed transactions and pricing models.

Loans Held-for-Investment

The fair value of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. Fair value as determined here does not represent an exit price. Impaired loans are generally valued at the fair value of the associated collateral.

Federal Home Loan Bank Stock

The carrying value of our Federal Home Loan Bank stock, which is a marketable equity investment, approximates market value.

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Deposits

The fair value of demand deposits is the amount payable on demand at the reporting date, i.e., their carrying amounts. The fair value of fixed maturity certificates of deposit is estimated using a discounted cash flow calculation that applies the rates currently offered for deposits of similar remaining maturities.

Interest Rate Swaps

The fair value of interest rate swaps are estimated through the assistance of an independent third party and compared to the fair value determined by the swap counterparty to establish reasonableness.

Off-Balance Sheet Instruments

Fair values for the Company’s off-balance sheet instruments, which consist of lending commitments, standby letters of credit and risk participation agreements, are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. Management believes that the fair value of these off-balance sheet instruments is not significant.

A summary of the carrying amounts and estimated fair values of financial instruments is as follows:


	At December 31, 2012						At December 31, 2011
(Dollars in thousands)	Fair Value Level		Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Financial assets
Cash and cash equivalents		1	$	200,080	$	200,080	$	235,464	$	235,464
Investment securities available-for-sale		2		191,187		191,187		163,392		163,392
Loans held-for-investment, net		3		1,623,754		1,631,578		1,390,645		1,400,353
Federal Home Loan Bank stock		2		2,426		2,426		1,580		1,580
Interest rate swaps		2		5,681		5,681		4,302		4,302
Other real estate owned		3		290		290		-		-
Financial liabilities
Deposits		2		1,823,379		1,828,107		1,637,126		1,642,998
Borrowings		2		20,000		19,976		-		-
Interest rate swaps		2		7,254		7,254		6,718		6,718

Fair Value Measurements

In accordance with U.S. generally accepted accounting principles the Company must account for certain financial assets and liabilities at fair value on a recurring and non-recurring basis. The Company utilizes a three-level fair value hierarchy of valuation techniques to estimate the fair value of its financial assets and liabilities based on whether the inputs to those valuation techniques are observable or unobservable. The fair value hierarchy gives the highest priority to quoted prices with readily available independent data in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable market inputs (Level 3). When various inputs for measurement fall within different levels of the fair value hierarchy, the lowest level input that has a significant impact on fair value measurement is used.

F-39

Financial assets and liabilities are categorized based upon the following characteristics or inputs to the valuation techniques:

•

Level 1—Financial assets and liabilities for which inputs are observable and are obtained from reliable quoted prices for identical assets or liabilities in actively traded markets. This is the most reliable fair value measurement and includes, for example, active exchange-traded equity securities.

•

Level 2—Financial assets and liabilities for which values are based on quoted prices in markets that are not active or for which values are based on similar assets or liabilities that are actively traded. Level 2 also includes pricing models in which the inputs are corroborated by market data, for example, matrix pricing.

•

Level 3—Financial assets and liabilities for which values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. Level 3 inputs include assumptions of a source independent of the reporting entity or the reporting entity’s own assumptions that are supported by little or no market activity or observable inputs.

The Company is responsible for the valuation process and as part of this process may use data from outside sources in establishing fair value. The Company performs due diligence to understand the inputs used or how the data was calculated or derived. The Company corroborates the reasonableness of external inputs in the valuation process.

The following tables represent assets and liabilities measured at fair value on a recurring basis as of December 31, 2012 and 2011:


(Dollars in thousands)	Level 1		Level 2		Level 3		Total Assets / Liabilities at Fair Value
At December 31, 2012
Financial Assets
Investment securities:
Corporate bonds	$	—	$	53,903	$	—	$	53,903
Municipal bonds		—		20,118		—		20,118
Non-agency mortgage-backed securities		—		8,322		—		8,322
Agency collateralized mortgage obligations		—		55,868		—		55,868
Agency mortgage-backed securities		—		52,976		—		52,976
Interest rate swaps		—		5,681		—		5,681

Total financial assets	$	—	$	196,868	$	—	$	196,868

Financial Liabilities
Interest rate swaps	$	—	$	7,254	$	—	$	7,254

Total financial liabilities	$	—	$	7,254	$	—	$	7,254

F-40


(Dollars in thousands)	Level 1		Level 2		Level 3		Total Assets / Liabilities at Fair Value
At December 31, 2011
Financial Assets
Investment securities:
Corporate bonds	$	—	$	49,286	$	—	$	49,286
Agency collateralized mortgage obligations		—		70,323		—		70,323
Agency mortgage-backed securities		—		43,783		—		43,783
Interest rate swaps		—		4,302		—		4,302

Total financial assets	$	—	$	167,694	$	—	$	167,694

Financial Liabilities
Interest rate swaps	$	—	$	6,718	$	—	$	6,718

Total financial liabilities	$	—	$	6,718	$	—	$	6,718

Investment Securities

Generally, investment securities are valued using pricing for similar securities, recently executed transactions, and other pricing models utilizing observable inputs. The valuation for debt securities are classified as either Level 1 or Level 2. U.S. Treasury Notes are classified as Level 1 because these securities are in actively traded markets. Securities within Level 2 include corporate bonds, municipal bonds, non-agency mortgage-backed securities, collateralized mortgage obligations and mortgage-backed securities issued by U.S. government agencies.

Interest Rate Swaps

The fair value is estimated by the counterparty using inputs that are observable or that can be corroborated by observable market data and, therefore, are classified as Level 2. These fair value estimations include primarily market observable inputs such as the LIBOR swap curve, the basis for the underlying interest rate.

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment.

The following tables represent the balances of assets measured at fair value on a non-recurring basis at December 31, 2012 and 2011:


(Dollars in thousands)	Level 1		Level 2		Level 3		Total Assets at Fair Value
At December 31, 2012
Loans measured for impairment	$	—	$	—	$	18,049	$	18,049
Other real estate owned		—		—		290		290

Total assets	$	—	$	—	$	18,339	$	18,339


(Dollars in thousands)	Level 1		Level 2		Level 3		Total Assets at Fair Value
At December 31, 2011
Loans measured for impairment	$	—	$	—	$	13,898	$	13,898

Total assets	$	—	$	—	$	13,898	$	13,898

F-41

During the year ended December 31, 2012, the Company recorded an increase of $4.4 million to the specific allowance for loan losses as a result of adjusting the fair value of the collateral for certain collateral dependent impaired loans to $18.0 million, at December 31, 2012.

During the year ended December 31, 2011, the Company recorded an increase of $2.5 million to the specific allowance for loan losses as a result of adjusting the fair value of the collateral for certain collateral dependent impaired loans to $13.9 million, at December 31, 2011.

The Company obtains updated appraisals for collateral dependent impaired loans on an annual basis, unless circumstances require a more frequent appraisal.

Impaired Loans

A loan is considered impaired when it is probable that all of the principal and interest due under the original terms of the loan may not be collected. Impairment is measured based on the fair value of the underlying collateral or discounted cash flows when collateral does not exist. Our policy is to obtain appraisals on collateral supporting impaired loans on an annual basis, unless circumstances dictate a shorter time frame. Appraisals are reduced by estimated costs to sell the collateral, and, under certain circumstances, additional factors that may arise and which may cause us to believe our recovered value may be less than the independent appraised value. Accordingly, impaired loans are classified as Level 3. The Company measures impairment on all loans for which it has established specific reserves as part of the allocated allowance component of the allowance for loan losses.

Other Real Estate Owned

Real estate owned is comprised of property acquired through foreclosure or voluntarily conveyed by borrowers. These assets are recorded on the date acquired at the lower of the related loan balance or fair value, less estimated disposition costs, with the fair value being determined by appraisal. Subsequently, foreclosed assets are valued at the lower of the amount recorded at acquisition date or fair value, less estimated disposition costs. Accordingly, real estate owned is classified as Level 3.

The following table presents additional quantitative information about assets measured at fair value on a recurring and nonrecurring basis and for which we have utilized Level 3 inputs to determine fair value at December 31, 2012:


(Dollars in thousands)	Fair Value		Valuation Techniques	Significant Unobservable Inputs	Range (weighted average)
At December 31, 2012
Loans measured for impairment ⁽¹⁾	$	18,049	Appraisal value ⁽²⁾	Discount due to salability conditions or lack of market data	10% -60%
Other real estate owned	$	290	Appraisal value ⁽²⁾	Discount due to salability conditions	10%

(1)	Loans measured for impairment of $18.0 million are net of specific reserve of $4.4 million.

(2)	Fair value is generally determined through independent appraisals of the underlying collateral, which may include level 3 inputs that are not identifiable, or by using the discounted cash flow method if the loan is not collateral dependent.

[17]

Related Party Transactions

Certain directors and executive officers have loan and deposit accounts with the Bank. Such loans and deposits were made in the ordinary course of business on substantially the same terms, including interest

F-42

rates, as those prevailing at the time for comparable transactions with outsiders. At December 31, 2012, the Bank had loans outstanding to Directors totaling $2.4 million, which consisted of three loans. At December 31, 2012, the Bank had deposits outstanding from Directors and their related interests totaling $12.7 million.

During the years ended December 31, 2012, 2011 and 2010, the Bank obtained services from affiliated companies of certain directors and executive officers in the normal course of business as outlined below.


(Dollars in thousands)
			Amount
Related Party	Affiliation	Nature of Transaction		2012		2011		2010

Mikell Schenck Associates	Owned by spouse of a director/executive officer	Interior design services	$	23	$	19	$	33
Howard Hanna Real Estate Services	Company director is shareholder/president	Underwriting for secondary loan sales		—		6		6
Stephen Casey Architects	Owned by spouse of a director	Architectural services		30		5		34
Ascent Data Corporation	Owned by a director	Systems consulting		42		48		4
Voyager Jet Center	Owned by a director	Aircraft charter		13		7		—

			$	108	$	85	$	77

[18]

Contingent Liabilities

The Company is not subject to any asserted claims nor is it aware of any unasserted claims. In the opinion of management, there are no potential claims that would have a material adverse effect on the Company’s financial position, liquidity or results of operations.

[19]

Condensed Parent Company Only Financial Statements

The following condensed statements of financial condition of the Company as of December 31, 2012 and 2011, and the related condensed statements of income and cash flows for 2012, 2011 and 2010, should be read in conjunction with our Consolidated Financial Statements and related notes:

Condensed

Statements of Financial Condition

At December 31, 2012 and 2011


(Dollars in thousands, except share data)	2012		2011
ASSETS
Cash and cash equivalents	$	633	$	657
Investment in subsidiary		217,077		183,794
Prepaid expenses and other assets		14		6

Total assets	$	217,724	$	184,457

LIABILITIES AND SHAREHOLDERS’ EQUITY
Other accrued expenses and other liabilities	$	—	$	5
Shareholders’ equity		217,724		184,452

Total liabilities and shareholders’ equity	$	217,724	$	184,457

F-43

Condensed

Statements of Income

For the years ended December 31, 2012, 2011 and 2010


(Dollars in thousands, except per share data)	2012			2011			2010
Interest income	$	—		$	—		$	—
Dividends received from subsidiary		940			1,254			1,571

Total interest and dividend income		940			1,254			1,571
Interest expense		—			—			—

Net interest income		940			1,254			1,571
Non-interest income		—			—			—
Non-interest expense		18			19			18

Income before income taxes and undisbursed income of subsidiary		922			1,235			1,553
Income tax benefit		(7	)		(6	)		—

Income before undisbursed income of subsidiary	$	929		$	1,241		$	1,553
Undisbursed income of subsidiary		9,743			5,977			13,675

Net income	$	10,672		$	7,218		$	15,228

C ONDENSED S TATEMENTS OF C ASH F LOW

For the years ended December 31, 2012, 2011 and 2010


(Dollars in thousands)	2012			2011			2010
Cash Flows from Operating Activities:
Net income	$	10,672		$	7,218		$	15,228
Adjustments to reconcile net income to net cash provided by operating activities:
Undisbursed income of subsidiary		(9,743	)		(5,977	)		(13,675	)
Decrease (increase) in other assets		(8	)		(6	)		—
(Decrease) increase in other liabilities		(5	)		—			5
Net cash provided by operating activities		916			1,235			1,558

Cash Flows from Investing Activities:
Payments for investments in subsidiary		(21,718	)		(230	)		(19,957	)
Net cash used in investing activities		(21,718	)		(230	)		(19,957	)

Cash Flows from Financing Activities:
Net proceeds from issuance of preferred stock		46,011			—			—
Net proceeds from issuance of common stock		—			230			20,636
Retirement of preferred stock		(24,150	)		—			—
Dividends paid on preferred stock		(1,083	)		(1,254	)		(1,571	)

Net cash provided by (used in) financing activities		20,778			(1,024	)		19,065

Net change in cash and cash equivalents		(24	)		(19	)		666
Cash and cash equivalents at beginning of year		657			676			10

Cash and cash equivalents at end of year	$	633		$	657		$	676

F-44

Shares

LOGO

Common Stock

PROSPECTUS

Joint Book-Running Managers

Stephens Inc.

Keefe, Bruyette & Woods

A Stifel Company

Baird

Co-Manager

Macquarie Capital

The date of the prospectus is , 2013.

Through and including , 2013 (25 days after the date of this prospectus), all dealers that buy, sell or trade our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Set forth below is an itemization of total expenses, other than underwriting discounts, the registrant expects to incur in connection with the sale of its common stock, no par value, in the offering. With the exception of the SEC registration fee, the FINRA filing fee and Nasdaq listing fees and expenses, all amounts shown are estimates:


SEC registration fee		$
FINRA filing fee
Nasdaq listing fees and expense
Transfer agent and registrar fees and expenses
Printing fees and expenses
Legal fees and expenses
Accounting expenses
Miscellaneous expenses

Total		$

ITEM 14.

INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Sections 1741 through 1750 of Subchapter D, Chapter 17, of the Pennsylvania Business Corporation Law, contain provisions for mandatory and discretionary indemnification of a corporation’s directors, officers and other personnel, and related matters.

Under Section 1741 of the Pennsylvania Business Corporation Law, subject to certain limitations, a corporation has the power to indemnify directors and officers under certain prescribed circumstances against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with an action or proceeding, whether civil, criminal, administrative or investigative (other than derivative or corporate actions), to which any such officer or director is a party or is threatened to be made a party by reason of such officer or director being a representative of the corporation or serving at the request of the corporation as a representative of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise, so long as the director or officer acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal proceeding, such officer or director had no reasonable cause to believe his conduct was unlawful.

Section 1742 of the Pennsylvania Business Corporation Law permits indemnification in derivative and corporate actions if the director or officer acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation, except in respect of any claim, issue or matter as to which the officer or director has been adjudged to be liable to the corporation unless and only to the extent that the proper court determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the officer or director is fairly and reasonably entitled to indemnity for the expenses that the court deems proper.

Under Section 1743 of the Pennsylvania Business Corporation Law, indemnification is mandatory to the extent that the officer or director has been successful on the merits or otherwise in defense of any action or proceeding referred to in Section 1741 or 1742 of the Pennsylvania Business Corporation Law.

Section 1744 of the Pennsylvania Business Corporation Law provides that, unless ordered by a court, any indemnification under Section 1741 or 1742 of the Pennsylvania Business Corporation Law shall be made by the corporation only as authorized in the specific case upon a determination that the officer or director met the applicable standard of conduct, and such determination must be made by (i) the board of directors by a

II-1

majority vote of a quorum of directors not parties to the action or proceeding, (ii) if a quorum is not obtainable, or if obtainable and a majority vote of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the shareholders.

Section 1745 of the Pennsylvania Business Corporation Law provides that expenses (including attorneys’ fees) incurred by a director or officer in defending any action or proceeding referred to in Subchapter D of Chapter 17 of the Pennsylvania Business Corporation Law may be paid by the corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation. Except as otherwise provided in the corporation’s bylaws, the Pennsylvania Business Corporation Law provides that advancement of expenses must be authorized by the board of directors.

Section 1746 of the Pennsylvania Business Corporation Law provides generally that the indemnification and advancement of expenses provided by Subchapter D of Chapter 17 of the Pennsylvania Business Corporation Law shall not be deemed exclusive of any other rights to which an officer or director seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding that office. In no event may indemnification be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.

Section 1747 of the Pennsylvania Business Corporation Law grants a corporation the power to purchase and maintain insurance on behalf of any director or officer against any liability incurred by him in his capacity as officer or director, whether or not the corporation would have the power to indemnify him against that liability under Subchapter D of Chapter 17 of the Pennsylvania Business Corporation Law.

Sections 1748 and 1749 of the Pennsylvania Business Corporation Law extend the indemnification and advancement of expenses provisions contained in Subchapter D of Chapter 17 of the Pennsylvania Business Corporation Law to successor corporations in fundamental changes and to officers and directors serving as fiduciaries of employee benefit plans.

Section 1750 of the Pennsylvania Business Corporation Law provides that the indemnification and advancement of expenses provided by, or granted pursuant to, Subchapter D of Chapter 17 of the Pennsylvania Business Corporation Law shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer shall inure to the benefit of the heirs and personal representatives of such person.

The goal of the aforementioned provisions of the Pennsylvania Business Corporation Law and those of our bylaws, described below, is to limit the monetary liability of our officers and directors to us and to our shareholders and provide for indemnification of our officers and directors for liabilities and expenses that they may incur in such capacities.

Our bylaws include a provision that eliminates the personal liability of our directors for monetary damages for breach of fiduciary duty as a director, to the fullest extent permitted by Pennsylvania law. Our bylaws also provide that:

•

we must indemnify our directors to the fullest extent permitted by applicable law; and

•

we must advance expenses, as incurred, to our directors in connection with a legal proceeding to the fullest extent permitted by applicable law, subject to very limited exceptions.

Our bylaws also provide that that we will be the indemnitor of “first resort” with respect to any claims against our directors for indemnification that are indemnifiable by both us and any other parties. Accordingly, to the extent that indemnification is permissible under applicable law, we will have full liability for such claims (including for the advancement of any expenses) and we have waived all related rights of contribution, subrogation or other recovery that we might otherwise have against the other parties.

II-2

The form of underwriting agreement attached hereto as Exhibit 1.1 provides for indemnification by the underwriters named in this registration statement of our executive officers, directors and us, and by us of the underwriters named in this registration statement, for certain liabilities, including liabilities arising under the Securities Act, in connection with matters specifically provided in writing for inclusion in this registration statement.

We have obtained directors’ and officers’ insurance for our directors, officers and some employees for specified liabilities.

Our ability to provide indemnification to our directors and officers is limited by federal banking laws and regulations, including, but not limited to, 12 U.S.C. 1828(k).

ITEM 15.

RECENT SALES OF UNREGISTERED SECURITIES.

Within the past three years, we have engaged in the following transactions that were not registered under the Securities Act.

In July 2010, we completed a private offering of 2,760,573 shares of our common stock to accredited and sophisticated investors in a private offering, generating gross proceeds of approximately $22.1 million. In August 2012, we sold 48,780.488 shares of our Series C preferred stock in a private offering to the Lovell Minnick funds generating gross proceeds of approximately $50.0 million. The offers and sales of these securities were made in reliance upon exemptions from federal securities registration under Section 4(a)(2) of the Securities Act, including the safe harbors established in Regulation D, for transactions by an issuer not involving a public offering.

From January 1, 2010 to January 1, 2013, we granted certain of our employees and directors options to acquire up to an aggregate of 648,500 shares of our common stock with a weighted average exercise price of $9.20 per share, of which options to acquire 187,500 shares of our common stock were forfeited during such period. From January 1, 2010 to January 1, 2013, no shares of our common stock were issued upon the exercise of stock options. From January 1, 2010 to January 1, 2013, we issued an aggregate of 62,500 shares of restricted stock which fully vested on January 15, 2013. The offers and sales of these securities were made in reliance upon the exemption provided by Rule 701 of the Securities Act for offers and sales of securities pursuant to compensatory benefit plans.

ITEM 16.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a)

Exhibits: The list of exhibits set forth under “Exhibit Index” at the end of this registration statement is incorporated herein by reference.

(b)

Financial Statement Schedules: None.

ITEM 17.

UNDERTAKINGS.

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-3

The registrant hereby further undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective; and

(2) For purposes of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Pittsburgh, Pennsylvania on the 2nd day of April, 2013.


TRISTATE CAPITAL HOLDINGS, INC.

By:		/s/ James F. Getz
		James F. Getz
		Chairman, Chief Executive Officer and President

POWERS OF ATTORNEY

Each of the undersigned officers and directors of TriState Capital Holdings, Inc. hereby constitutes and appoints James F. Getz as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, in his or her name, place and stead and on his or her behalf, and in any and all capacities, to sign any and all amendments (including post-effective amendments) and exhibits to this Registration Statement, and any other registration statement for the same offering pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing which said attorney-in-fact and agent may deem necessary or advisable to be done or performed in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the 2nd day of April, 2013.


Signature		Title

By:	/s/ James F. Getz	Chairman of the Board, Chief Executive Officer, President and Director
	James F. Getz	(Principal Executive Officer)

By:	/s/ Mark L. Sullivan	Vice Chairman, Chief Financial Officer and Director
	Mark L. Sullivan	(Principal Financial and Accounting Officer)

By:	/s/ Helen Hanna Casey	Director
	Helen Hanna Casey

By:	/s/ E.H. (Gene) Dewhurst	Director
	E.H. (Gene) Dewhurst

By:	/s/ James J. Dolan	Director
	James J. Dolan

By:	/s/ Michael J. Farrell	Director
	Michael J. Farrell

II-5


Signature		Title

By:	/s/ James H. Graves	Director
	James H. Graves

By:	/s/ James E. Minnick	Director
	James E. Minnick

By:	/s/ A. William Schenck, III	Vice Chairman and Director
	A. William Schenck, III

By:	/s/ Richard B. Seidel	Director
	Richard B. Seidel

By:	/s/ John B. Yasinsky	Director
	John B. Yasinsky

By:	/s/ Richard A. Zappala	Director
	Richard A. Zappala

II-6

EXHIBIT INDEX


NUMBER		DESCRIPTION

1.1		Form of Underwriting Agreement *

3.1		Articles of Incorporation, as amended to date

3.2		Amended and Restated Bylaws

4.1		Specimen common stock certificate *

5.1		Form of Opinion of Keevican Weiss Bauerle & Hirsch LLC

10.1		TriState Capital Holdings, Inc. 2006 Stock Option Plan (“2006 Stock Option Plan”)

10.2		Form of Nonqualified Stock Option Award Agreement under 2006 Stock Option Plan

10.3		Restricted Stock Award Agreement dated January 24, 2011 between TriState Capital Holdings, Inc. and James F. Getz

10.4		Agreement of Lease dated August 29, 2006 between Oxford Development Company/Grant Street, Landlord, and TriState Capital Holdings, Inc., Tenant, and amendment thereto dated September 13, 2010

10.5		Preferred Stock Purchase Agreement dated April 24, 2012 by and among TriState Capital Holdings, Inc., LM III TriState Holdings LLC and LM III-A TriState Holdings LLC

10.6		Amendment No. 1 to the Preferred Stock Purchase Agreement dated August 10, 2012 by and among TriState Capital Holdings, Inc., LM III TriState Holdings LLC and LM III-A TriState Holdings LLC

10.7		Agreement Regarding Perpetual Convertible Preferred Stock, Series C dated as of March 8, 2013 by and among TriState Capital Holdings, Inc., LM III TriState Holdings LLC and LM III-A TriState Holdings LLC

10.8		Registration Rights Agreement dated August 10, 2012 by and among TriState Capital Holdings, Inc., LM III TriState Holdings LLC and LM III-A TriState Holdings LLC

10.9		TriState Capital Bank Supplemental Executive Retirement Agreement dated February 28, 2013, by and among TriState Capital Holdings, Inc., TriState Capital Bank and James F.Getz

21.1		Subsidiaries of TriState Capital Holdings, Inc.

23.1		Consent of Keevican Weiss Bauerle & Hirsch LLC (contained in Exhibit 5.1)

23.2		Consent of KPMG LLP, Independent Registered Public Accounting Firm

24.1		Power of Attorney (included on signature page)

*	To be filed by amendment.

†	Schedules and similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish supplementally a copy of any omitted schedules or similar attachment to the SEC upon request.

II-7

Exhibit 3.1


				Entity #: 3651407
				Date Filed: 05/25/2006
				Pedro A. Cortés
				Secretary of the Commonwealth

PENNSYLVANIA DEPARTMENT OF STATE

CORPORATION BUREAU

Articles of Incorporation-For Profit

(15 Pa.C.S.)


x	Business-stock (§ 1306)	¨	Management (§ 2703)
¨	Business-nonstock (§ 2102)	¨	Professional (§ 2903)
¨	Business-statutory close (§ 2303)	¨	Insurance (§ 3101)
¨	Cooperative (§ 7102)


Name			Document will be returned to the name and address you enter to the left
Ryan R. Gutwald
Address
11th Floor, 1001 Liberty Avenue
City	State	Zip Code
Pittsburgh	PA	15222

Fee: $125

In compliance with the requirements of the applicable provisions (relating to corporations and unincorporated associations), the undersigned, desiring to incorporate a corporation for profit, hereby states that:

The name of the corporation (corporate designator required, i.e., “corporation”, “incorporated”, “limited” “company” or any abbreviation. “Professional corporation” or “P.C”) :


		TriState Capital Holdings, Inc.

The (a) address of this corporation’s current registered office in this Commonwealth (post office box, alone, is not acceptable) or (b) name of its commercial registered office provider and the county of venue is:


(a) Number and Street	City	State	Zip	County
11th Floor, 1001 Liberty Avenue	Pittsburgh	PA	15222	Allegheny

(b) Name of Commercial Registered Office Provider				County
c/o: James F. Bauerle				Allegheny

The corporation is incorporated under the provisions of the Business Corporation Law of 1988.

The aggregate number of shares authorized: 1,000,000

LOGO

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DSCB:15-1306,2102/2303/2702/2903/3101/7102A-2

The name and address, including number and street, if any, of each incorporator (all incorporators must sign below) :


		Name		Address

		Ryan R. Gutwald		11th Floor, 1001 Liberty Avenue

				Pittsburgh, PA 15222

The specified effective date, if any: 5-24-06 .

month/day/year hour, if any

Additional provisions of the articles, if any, attach an 8 ¹ / ₂ by 11 sheet.

Statutory close corporation only: XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

XXXXXXXXXXXXXXXXXXXXXX

Cooperative corporations only: Complete and strike out inapplicable term:

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

IN TESTIMONY WHEREOF, the incorporator(s) has/have signed these Articles of Incorporation this 24 day of May, 06.

LOGO

Signature

Certification#: 10488412-1 Page 2 of 42


				Entity #: 3651407
				Date Filed: 01/08/2007
				Pedro A. Cortés
				Secretary of the Commonwealth

PENNSYLVANIA DEPARTMENT OF STATE

CORPORATION BUREAU

Articles of Amendment-Domestic Corporation

(15 Pa.C.S.)

x Business Corporation (§ 1915)

¨ Nonprofit Corporation (§ 5915)


Name			Document will be returned to the name and address you enter to the left
Ryan R. Gutwald
Address
1001 Liberty Avenue 11th Floor
City	State	Zip Code
Pittsburgh,	PA	15222

Fee: $70

In compliance with the requirements of the applicable provisions (relating to articles of amendment), the undersigned, desiring to amend its articles, hereby states that:

The name of the corporation is:


		TriState Capital Holdings, Inc.

The (a) address of this corporation’s current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department):


(a) Number and Street	City	State	Zip	County
1001 Liberty Avenue, 11th Fl.		PA	15222	Allegheny

(b) Name of Commercial Registered Office Provider				County
c/o James F. Bauerle				Allegheny

The statute by or under which it was incorporated: Business Corporation Law of 1988

The date of its incorporation: May 25, 2006

Check, and if appropriate complete, one of the following:

x The amendment shall be effective upon filing these Articles of Amendment in the Department of State.

¨ The amendment shall be effective on: at

Date Hour

LOGO

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DSCB:15-1915/5915–2

Check one of the following:

x The amendment was adopted by the shareholders or members pursuant to 15 Pa.C.S. § 1914(a) and (b) or § 5914(a).

x The amendment was adopted by the board of directors pursuant to 15 Pa. C.S. § 1914(c) or § 5914(b).

Check, and if appropriate, complete one of the following:

¨ The amendment adopted by the corporation, set forth in full, is as follows

x The amendment adopted by the corporation is set forth in full in Exhibit A attached hereto and made a part hereof.

Check if the amendment restates the Articles:

¨ The restated Articles of Incorporation supersede the original articles and all amendments thereto.

IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer thereof this 4th day of January, 2007.

TriState Capital Holdings, Inc.

Name of Corporation

LOGO

Signature

Secretary

Title

Certification#: 10488412-1 Page 4 of 42

EXHIBIT A

Article 2 : The address of this corporation’s current registered office is:

TriState Capital Holdings, Inc.

One Oxford Centre

27 ^th Floor

301 Grant Street

Pittsburgh, PA 15219

Article 4 : The aggregate number of shares that the corporation shall have authority to issue shall be 15,000,000 shares of Common Stock, without par value.

Certification#: 10488412-1 Page 5 of 42


				Entity #: 3651407
				Date Filed: 06/12/2008
				Pedro A. Cortés
				Secretary of the Commonwealth

PENNSYLVANIA DEPARTMENT OF STATE

CORPORATION BUREAU

Articles of Amendment-Domestic Corporation

(15 Pa.C.S.)

þ Business Corporation (§ 1915)

¨ Nonprofit Corporation (§ 5915)


Name			Document will be returned to the name and address you enter to the left
Alison M. Fetzer
Address
1001 Liberty Ave., 11th FI., Federated Investors Tower
City	State	Zip Code
Pittsburgh	PA	15222


Fee: $70

In compliance with the requirements of the applicable provisions (relating to articles of amendment), the undersigned, desiring to amend its articles, hereby states that:

The name of the corporation is:


		TriState Capital Holdings, Inc.


(a) Number and Street	City	State	Zip	County
1001 Liberty Avenue, 11th Floor	Pittsburgh	PA	15222	Allegheny

(b) Name of Commercial Registered Office Provider				County
c/o James F. Bauerle				Allegheny

The statute by or under which it was incorporated: Business Corporation Law of 1988

The date of its incorporation: May 25, 2006

Check, and if appropriate complete, one of the following:

þ The amendment shall be effective upon filing these Articles of Amendment in the Department of State.

¨ The amendment shall be effective on: at

Date Hour

Certification#: 10488412-1 Page 6 of 42

DSCB:15-1915/5915–2

Check one of the following :

þ The amendment was adopted by the shareholders or members pursuant to 15 Pa.C.S. § 1914(a) and (b) or § 5914(a).

¨ The amendment was adopted by the board of directors pursuant to 15 Pa. C.S. § 1914(c) or § 5914(b).

Check, and if appropriate, complete one of the following :

¨ The amendment adopted by the corporation, set forth in full, is as follows

þ The amendment adopted by the corporation is set forth in full in Exhibit A attached hereto and made a part hereof.

Check if the amendment restates the Articles :

¨ The restated Articles of Incorporation supersede the original articles and all amendments thereto.

IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer thereof this 9th day of June , 2008 .

TriState Capital Holdings, Inc.

Name of Corporation

LOGO

Signature

Chairman & CEO

Title

Certification#: 10488412-1 Page 7 of 42

EXHIBIT A

Article 4 : The aggregate number of shares that the Corporation shall have the authority to issue will be 30,000,000 shares of Common Stock, without par value.

Certification#: 10488412-1 Page 8 of 42

Entity #: 3651407

Date Filed: 02/25/2009

Pedro A. Cortés

Secretary of the Commonwealth

PENNSYLVANIA DEPARTMENT OF STATE

CORPORATION BUREAU

Articles of Amendment-Domestic Corporation

(15 Pa.C.S.)

Name

Document will be returned to the name and address you enter to the left.

CT - COUNTER

Address

City

State

Zip Code

7494035SOPA1


Fee: $70

In compliance with the requirements of the applicable provisions (relating to articles of amendment), the undersigned, desiring to amend its articles, hereby states that:

The name of the corporation is:


		TriState Capital Holdings, Inc.

(a) Number and Street

City

State

Zip

County

1001 Liberty Avenue, 11 ^th Floor

Pittsburgh

15222-3725

Allegheny

(b) Name of Commercial Registered Office Provider

County

The statute by or under which it was incorporated: Business Corporation Law of 1988

The date of its incorporation: May 25, 2006

Check, and if appropriate complete, one of the following :

X The amendment shall be effective upon filing these Articles of Amendment in the Department of State.

The amendment shall be effective on: at

Date Hour

Certification#: 10488412-1 Page 23 of 42

DSCB:15-1915/5915–2

Check one of the following:

X The amendment was adopted by the shareholders or members pursuant to 15 Pa.C.S. § 1914(a) and (b) or § 5914(a).

The amendment was adopted by the board of directors pursuant to 15 Pa. C.S. § 1914(c) or § 5914(b).

Check, and if appropriate, complete one of the following:

The amendment adopted by the corporation, set forth in full, is as follows

X The amendment adopted by the corporation is set forth in full in Exhibit A attached hereto and made a part hereof.

Check if the amendment restates the Articles:

The restated Articles of Incorporation supersede the original articles and all amendments thereto.

IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer thereof this 19 ^th day of February 2009

TriState Capital Holdings, Inc.

Name of Corporation

LOGO

Signature

Secretary and General Counsel

Title

Certification#: 10488412-1 Page 24 of 42

EXHIBIT A

Article 4. The aggregate number of shares of capital stock that the Corporation will have the authority to issue is 30,150,000 shares divided into two classes consisting of 30,000,000 shares of common stock, without par value (the “Common Stock”), and 150,000 shares of preferred stock, without par value (the “Preferred Stock”).

The shares of the Preferred Stock may be issued from time to time in series. Each series will be designated so to distinguish the shares thereof from the shares of all other series. All shares of any particular series will be identical except, if entitled to cumulative dividends, as to the date or dates from which dividends thereon will be cumulative. Any series of the Preferred Stock may differ from any other series with respect to any designation, preference, qualification, privilege, limitation, restriction, special or relative right, or other term or condition. The Board of Directors is expressly vested with authority to establish and designate any one or more series of the Preferred Stock by filing a certificate of designations pursuant to the Pennsylvania Business Corporation Law and to fix and determine by resolution any designations, preferences, qualifications, privileges, limitations, restrictions, special or relative rights, or other terms and conditions of any series created thereby. Notwithstanding the foregoing, in no event will the voting rights of any series of the Preferred Stock be greater than the voting rights of the Common Stock, except to the extent specifically required with respect to any series of Preferred Stock that may be designated for issuance to the United States Department of the Treasury under the TARP Capital Purchase Program instituted under the Emergency Economic Stabilization Act of 2008. In the event that at any time the directors of the Corporation will have established and designated one or more series of the Preferred Stock consisting of a number of shares which constitutes less than all of the authorized number of the Preferred Stock, the remaining authorized preferred shares will be deemed to be shares of an undesignated series of the Preferred Stock until designated by the directors of the Corporation as being part of a series previously established or a new series then being established by the directors.

Certification#: 10488412-1 Page 25 of 42

Entity #: 3651407

Date Filed: 02/25/2009

Pedro A. Cortés

Secretary of the Commonwealth

PENNSYLVANIA DEPARTMENT OF STATE

CORPORATION BUREAU

Entity Number

3651407

Statement with Respect to Shares

Domestic Business Corporation

(15 Pa.C.S. § 1522)

Name

Document will be returned to the name and address you enter to the left.

CT - COUNTER

Address

City

State

Zip Code

7494035SOPA2


Fee: $70

In compliance with the requirements of 15 Pa.C.S. § 1522(b) (relating to statement with respect to shares), the undersigned corporation, desiring to state the designation and voting rights, preferences, limitations, and special rights, if any, of a class or series of its shares, hereby states that:

1. The name of the corporation is:

TriState Capital Holdings, Inc.

2. Check and complete one of the following:

The resolution amending the Articles under 15 Pa.C.S. § 1522(b) (relating to divisions and determinations by the board), set forth in full, is as follows:

X The resolution amending the Articles under 15 Pa.C.S. § 1522(b) is set forth in full in Exhibit A attached hereto and made a part hereof.

3. The aggregate number of shares of such class or series established and designated by (a) such resolution, (b) all prior statements, if any, filed under 15 Pa.C.S. § 1522 with respect thereto, and (c) any other provision of the Articles is 23,000 shares

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DSCB:15-1522-2

4. The resolution was adopted by the Board of Directors or an authorized committee thereon on:

February 25, 2009

5. Check, and if appropriate complete, one of the following:

X The resolution shall be effective upon the filing of this statement with respect to shares in the Department of State.

The resolution shall be effective on: at .

Date Hour

IN TESTIMONY WHEREOF, the undersigned corporation has caused this statement to be signed by a duly authorized officer thereof this 25 ^th day of February, 2009

TriState Capital Holdings, Inc.

Name of Corporation

LOGO

Signature

Secretary and General Counsel

Title

Certification#: 10488412-1 Page 27 of 42

EXHIBIT A

CERTIFICATE OF DESIGNATIONS

FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES A

TRISTATE CAPITAL HOLDINGS, INC

TriState Capital Holdings, Inc., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania (the “ Issuer ”), in accordance with the provisions of Sections 1522(b), (c), and (d) of the Pennsylvania Business Corporation Law of 1988, as amended, thereof, does hereby certify:

The board of directors of the Issuer (the “ Board of Directors ”) or an applicable committee of the Board of Directors, in accordance with the Articles of Incorporation of the Issuer and applicable law, adopted the following resolution on February 25, 2009 creating a series of 23,000 shares of Preferred Stock of the Issuer designated as “ Fixed Rate Cumulative Perpetual Preferred Stock, Series A ”.

RESOLVED , that pursuant to the provisions of the Articles of Incorporation of the Issuer and applicable law, a series of Preferred Stock, without par value per share, of the Issuer be and hereby is created, and that the designation and number of shares of such series, and the voting and other powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations and restrictions thereof, of the shares of such series, are as follows:

Part 1. Designation and Number of Shares . There is hereby created out of the authorized and unissued shares of preferred stock of the Issuer a series of preferred stock designated as the “Fixed Rate Cumulative Perpetual Preferred Stock, Series A” (the “ Designated Preferred Stock ”). The authorized number of shares of Designated Preferred Stock shall be 23,000.

Part 2. Standard Provisions . The Standard Provisions contained in Schedule A attached hereto are incorporated herein by reference in their entirety and shall be deemed to be a part of this Certificate of Designations to the same extent as if such provisions had been set forth in full herein.

Part. 3. Definitions . The following terms are used in this Certificate of Designations (including the Standard Provisions in Schedule A hereto) as defined below:

(a) “ Common Stock ” means the common stock, without par value per share, of the Issuer.

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A-1

(b) “ Dividend Payment Date ” means February 15, May 15, August 15 and November 15 of each year.

(c) “ Junior Stock ” means the Common Stock and any other class or series of stock of the Issuer the terms of which expressly provide that it ranks junior to Designated Preferred Stock as to dividend rights and/or as to rights on liquidation, dissolution or winding up of the Issuer.

(d) “ Liquidation Amount ” means $1,000 per share of Designated Preferred Stock.

(e) “ Minimum Amount ” means $5,750,000.

(f) “ Parity Stock ” means any class or series of stock of the Issuer (other than Designated Preferred Stock) the terms of which do not expressly provide that such class or series will rank senior or junior to Designated Preferred Stock as to dividend rights and/or as to rights on liquidation, dissolution or winding up of the Issuer (in each case without regard to whether dividends accrue cumulatively or non-cumulatively). Without limiting the foregoing, Parity Stock shall include the Issuer’s Fixed Rate Cumulative Perpetual Preferred Stock, Series B.

(g) “ Signing Date ” means the Original Issue Date.

Part. 4. Certain Voting Matters . Holders of shares of Designated Preferred Stock will be entitled to one vote for each such share on any matter on which holders of Designated Preferred Stock are entitled to vote, including any action by written consent.

[ Remainder of Page Intentionally Left Blank ]

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A-2

Schedule A

STANDARD PROVISIONS

Section 1. General Matters . Each share of Designated Preferred Stock shall be identical in all respects to every other share of Designated Preferred Stock. The Designated Preferred Stock shall be perpetual, subject to the provisions of Section 5 of these Standard Provisions that form a part of the Certificate of Designations. The Designated Preferred Stock shall rank equally with Parity Stock and shall rank senior to Junior Stock with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Issuer.

Section 2. Standard Definitions . As used herein with respect to Designated Preferred Stock:

(a) “ Applicable Dividend Rate ” means (i) during the period from the Original Issue Date to, but excluding, the first day of the first Dividend Period commencing on or after the fifth anniversary of the Original Issue Date, 5% per annum and (ii) from and after the first day of the first Dividend Period commencing on or after the fifth anniversary of the Original Issue Date, 9% per annum.

(b) “ Appropriate Federal Banking Agency ” means the “appropriate Federal banking agency” with respect to the Issuer as defined in Section 3(q) of the Federal Deposit Insurance Act (12 U.S.C. Section 1813(q)), or any successor provision.

(c) “ Business Combination ” means a merger, consolidation, statutory share exchange or similar transaction that requires the approval of the Issuer’s stockholders.

(d) “ Business Day ” means any day except Saturday, Sunday and any day on which banking institutions in the State of New York generally are authorized or required by law or other governmental actions to close.

(e) “ Bylaws ” means the bylaws of the Issuer, as they may be amended from time to time.

(f) “ Certificate of Designations ” means the Certificate of Designations or comparable instrument relating to the Designated Preferred Stock, of which these Standard Provisions form a part, as it may be amended from time to time.

(g) “ Charter ” means the Issuer’s certificate or articles of incorporation, articles of association, or similar organizational document.

(h) “ Dividend Period ” has the meaning set forth in Section 3(a).

(i) “ Dividend Record Date ” has the meaning set forth in Section 3(a).

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S-1

(j) “ Liquidation Preference ” has the meaning set forth in Section 4(a).

(k) “ Original Issue Date ” means the date on which shares of Designated Preferred Stock are first issued.

(l) “ Preferred Director ” has the meaning set forth in Section 7(b).

(m) “ Preferred Stock ” means any and all series of preferred stock of the Issuer, including the Designated Preferred Stock.

(n) “ Qualified Equity Offering ” means the sale and issuance for cash by the Issuer to persons other than the Issuer or any of its subsidiaries after the Original Issue Date of shares of perpetual Preferred Stock, Common Stock or any combination of such stock, that, in each case, qualify as and may be included in Tier 1 capital of the Issuer at the time of issuance under the applicable risk-based capital guidelines of the Issuer’s Appropriate Federal Banking Agency (other than any such sales and issuances made pursuant to agreements or arrangements entered into, or pursuant to financing plans which were publicly announced, on or prior to November 17, 2008).

(o) “ Standard Provisions ” mean these Standard Provisions that form a part of the Certificate of Designations relating to the Designated Preferred Stock.

(p) “ Successor Preferred Stock ” has the meaning set forth in Section 5(a).

(q) “ Voting Parity Stock ” means, with regard to any matter as to which the holders of Designated Preferred Stock are entitled to vote as specified in Sections 7(a) and 7(b) of these Standard Provisions that form a part of the Certificate of Designations, any and all series of Parity Stock upon which like voting rights have been conferred and are exercisable with respect to such matter.

Section 3. Dividends .

(a) Rate . Holders of Designated Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets legally available therefor, cumulative cash dividends with respect to each Dividend Period (as defined below) at a rate per annum equal to the Applicable Dividend Rate on (i) the Liquidation Amount per share of Designated Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date ( i.e. , no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly in arrears on each Dividend Payment Date, commencing with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be

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postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement. The period from and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “ Dividend Period ”, provided that the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Date.

Dividends that are payable on Designated Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month.

Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated Preferred Stock as they appear on the stock register of the Issuer on the applicable record date, which shall be the 15 ^th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “ Dividend Record Date ”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day.

Holders of Designated Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate of Designations).

(b) Priority of Dividends . So long as any share of Designated Preferred Stock remains outstanding, no dividend or distribution shall be declared or paid on the Common Stock or any other shares of Junior Stock (other than dividends payable solely in shares of Common Stock) or Parity Stock, subject to the immediately following paragraph in the case of Parity Stock, and no Common Stock, Junior Stock or Parity Stock shall be, directly or indirectly, purchased, redeemed or otherwise acquired for consideration by the Issuer or any of its subsidiaries unless all accrued and unpaid dividends for all past Dividend Periods, including the latest completed Dividend Period (including, if applicable as provided in Section 3(a) above, dividends on such amount), on all outstanding shares of Designated Preferred Stock have been or are contemporaneously declared and paid in full (or have been declared and a sum sufficient for the payment thereof has been set aside for the benefit of the holders of shares of Designated Preferred Stock on the applicable record date). The foregoing limitation shall not apply to (i) redemptions, purchases or other acquisitions of shares of Common Stock or other Junior Stock in connection with the administration of any employee benefit plan in the ordinary course of business and consistent with past practice; (ii) the acquisition by the Issuer or any of its subsidiaries of record ownership in Junior Stock or Parity Stock for the beneficial ownership of any other persons (other than the Issuer or any of its subsidiaries), including as trustees or custodians; and (iii) the exchange or conversion of Junior Stock for or into other Junior Stock or of Parity Stock for or into other Parity Stock (with the same or lesser aggregate liquidation amount) or Junior Stock, in each case, solely to the extent required pursuant to binding contractual agreements entered into prior to the Signing Date or any subsequent agreement for the accelerated exercise, settlement or exchange thereof for Common Stock.

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When dividends are not paid (or declared and a sum sufficient for payment thereof set aside for the benefit of the holders thereof on the applicable record date) on any Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within a Dividend Period related to such Dividend Payment Date) in full upon Designated Preferred Stock and any shares of Parity Stock, all dividends declared on Designated Preferred Stock and all such Parity Stock and payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) shall be declared pro rata so that the respective amounts of such dividends declared shall bear the same ratio to each other as all accrued and unpaid dividends per share on the shares of Designated Preferred Stock (including, if applicable as provided in Section 3(a) above, dividends on such amount) and all Parity Stock payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) (subject to their having been declared by the Board of Directors or a duly authorized committee of the Board of Directors out of legally available funds and including, in the case of Parity Stock that bears cumulative dividends, all accrued but unpaid dividends) bear to each other. If the Board of Directors or a duly authorized committee of the Board of Directors determines not to pay any dividend or a full dividend on a Dividend Payment Date, the Issuer will provide written notice to the holders of Designated Preferred Stock prior to such Dividend Payment Date.

Subject to the foregoing, and not otherwise, such dividends (payable in cash, securities or other property) as may be determined by the Board of Directors or any duly authorized committee of the Board of Directors may be declared and paid on any securities, including Common Stock and other Junior Stock, from time to time out of any funds legally available for such payment, and holders of Designated Preferred Stock shall not be entitled to participate in any such dividends.

Section 4. Liquidation Rights .

(a) Voluntary or Involuntary Liquidation . In the event of any liquidation, dissolution or winding up of the affairs of the Issuer, whether voluntary or involuntary, holders of Designated Preferred Stock shall be entitled to receive for each share of Designated Preferred Stock, out of the assets of the Issuer or proceeds thereof (whether capital or surplus) available for distribution to stockholders of the Issuer, subject to the rights of any creditors of the Issuer, before any distribution of such assets or proceeds is made to or set aside for the holders of Common Stock and any other stock of the Issuer ranking junior to Designated Preferred Stock as to such distribution, payment in full in an amount equal to the sum of (i) the Liquidation Amount per share and (ii) the amount of any accrued and unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such amount), whether or not declared, to the date of payment (such amounts collectively, the “ Liquidation Preference ”).

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(b) Partial Payment . If in any distribution described in Section 4(a) above the assets of the Issuer or proceeds thereof are not sufficient to pay in full the amounts payable with respect to all outstanding shares of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Issuer ranking equally with Designated Preferred Stock as to such distribution, holders of Designated Preferred Stock and the holders of such other stock shall share ratably in any such distribution in proportion to the full respective distributions to which they are entitled.

(c) Residual Distributions . If the Liquidation Preference has been paid in full to all holders of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Issuer ranking equally with Designated Preferred Stock as to such distribution has been paid in full, the holders of other stock of the Issuer shall be entitled to receive all remaining assets of the Issuer (or proceeds thereof) according to their respective rights and preferences.

(d) Merger, Consolidation and Sale of Assets Not Liquidation . For purposes of this Section 4, the merger or consolidation of the Issuer with any other corporation or other entity, including a merger or consolidation in which the holders of Designated Preferred Stock receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or substantially all of the assets of the Issuer, shall not constitute a liquidation, dissolution or winding up of the Issuer.

Section 5. Redemption .

(a) Optional Redemption . Except as provided below, the Designated Preferred Stock may not be redeemed prior to the first Dividend Payment Date falling on or after the third anniversary of the Original Issue Date. On or after the first Dividend Payment Date falling on or after the third anniversary of the Original Issue Date, the Issuer, at its option, subject to the approval of the Appropriate Federal Banking Agency, may redeem, in whole or in part, at any time and from time to time, out of funds legally available therefor, the shares of Designated Preferred Stock at the time outstanding, upon notice given as provided in Section 5(c) below, at a redemption price equal to the sum of (i) the Liquidation Amount per share and (ii) except as otherwise provided below, any accrued and unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such amount) (regardless of whether any dividends are actually declared) to, but excluding, the date fixed for redemption.

Notwithstanding the foregoing, prior to the first Dividend Payment Date falling on or after the third anniversary of the Original Issue Date, the Issuer, at its option, subject to the approval of the Appropriate Federal Banking Agency, may redeem, in whole or in part, at any time and from time to time, the shares of Designated Preferred Stock at the time outstanding, upon notice given as provided in Section 5(c) below, at a redemption price equal to the sum of (i) the Liquidation Amount per share and (ii) except as otherwise provided below, any accrued and unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such amount) (regardless of whether any dividends are actually declared) to, but excluding, the date fixed for redemption; provided that (x) the Issuer (or any successor by Business Combination) has received aggregate gross proceeds of not less than the Minimum Amount (plus the

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“Minimum Amount” as defined in the relevant certificate of designations for each other outstanding series of preferred stock of such successor that was originally issued to the United States Department of the Treasury (the “ Successor Preferred Stock ”) in connection with the Troubled Asset Relief Program Capital Purchase Program) from one or more Qualified Equity Offerings (including Qualified Equity Offerings of such successor), and (y) the aggregate redemption price of the Designated Preferred Stock (and any Successor Preferred Stock) redeemed pursuant to this paragraph may not exceed the aggregate net cash proceeds received by the Issuer (or any successor by Business Combination) from such Qualified Equity Offerings (including Qualified Equity Offerings of such successor).

The redemption price for any shares of Designated Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Issuer or its agent. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the Dividend Record Date for a Dividend Period shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such Dividend Record Date relating to the Dividend Payment Date as provided in Section 3 above.

(b) No Sinking Fund . The Designated Preferred Stock will not be subject to any mandatory redemption, sinking fund or other similar provisions. Holders of Designated Preferred Stock will have no right to require redemption or repurchase of any shares of Designated Preferred Stock.

(c) Notice of Redemption . Notice of every redemption of shares of Designated Preferred Stock shall be given by first class mail, postage prepaid, addressed to the holders of record of the shares to be redeemed at their respective last addresses appearing on the books of the Issuer. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Subsection shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Designated Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Designated Preferred Stock. Notwithstanding the foregoing, if shares of Designated Preferred Stock are issued in book-entry form through The Depository Trust Company or any other similar facility, notice of redemption may be given to the holders of Designated Preferred Stock at such time and in any manner permitted by such facility. Each notice of redemption given to a holder shall state: (1) the redemption date; (2) the number of shares of Designated Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder; (3) the redemption price; and (4) the place or places where certificates for such shares are to be surrendered for payment of the redemption price.

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and conditions upon which shares of Designated Preferred Stock shall be redeemed from time to time. If fewer than all the shares represented by any certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without charge to the holder thereof.

(e) Effectiveness of Redemption . If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been deposited by the Issuer, in trust for the pro rata benefit of the holders of the shares called for redemption, with a bank or trust company doing business in the Borough of Manhattan, The City of New York, and having a capital and surplus of at least $500 million and selected by the Board of Directors, so as to be and continue to be available solely therefor, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date dividends shall cease to accrue on all shares so called for redemption, all shares so called for redemption shall no longer be deemed outstanding and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable on such redemption from such bank or trust company, without interest. Any funds unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released to the Issuer, after which time the holders of the shares so called for redemption shall look only to the Issuer for payment of the redemption price of such shares.

(f) Status of Redeemed Shares . Shares of Designated Preferred Stock that are redeemed, repurchased or otherwise acquired by the Issuer shall revert to authorized but unissued shares of Preferred Stock ( provided that any such cancelled shares of Designated Preferred Stock may be reissued only as shares of any series of Preferred Stock other than Designated Preferred Stock).

Section 6. Conversion . Holders of Designated Preferred Stock shares shall have no right to exchange or convert such shares into any other securities.

Section 7. Voting Rights .

(a) General . The holders of Designated Preferred Stock shall not have any voting rights except as set forth below or as otherwise from time to time required by law.

(b) Preferred Stock Directors . Whenever, at any time or times, dividends payable on the shares of Designated Preferred Stock have not been paid for an aggregate of six quarterly Dividend Periods or more, whether or not consecutive, the authorized number of directors of the Issuer shall automatically be increased by two and the holders of the Designated Preferred Stock shall have the right, with holders of shares of any one or more other classes or series of Voting Parity Stock outstanding at the time, voting together as a class, to elect two directors (hereinafter the “ Preferred Directors ” and each a “ Preferred Director ”) to fill such newly created directorships at the Issuer’s next annual meeting of stockholders (or at a special meeting called for that purpose prior to such next annual meeting) and at each subsequent annual meeting of stockholders until all accrued and unpaid dividends for all past Dividend Periods, including the latest completed Dividend Period (including, if applicable as provided in Section 3(a) above, dividends on such amount), on all outstanding shares of Designated Preferred Stock have been

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declared and paid in full at which time such right shall terminate with respect to the Designated Preferred Stock, except as herein or by law expressly provided, subject to revesting in the event of each and every subsequent default of the character above mentioned; provided that it shall be a qualification for election for any Preferred Director that the election of such Preferred Director shall not cause the Issuer to violate any corporate governance requirements of any securities exchange or other trading facility on which securities of the Issuer may then be listed or traded that listed or traded companies must have a majority of independent directors. Upon any termination of the right of the holders of shares of Designated Preferred Stock and Voting Parity Stock as a class to vote for directors as provided above, the Preferred Directors shall cease to be qualified as directors, the term of office of all Preferred Directors then in office shall terminate immediately and the authorized number of directors shall be reduced by the number of Preferred Directors elected pursuant hereto. Any Preferred Director may be removed at any time, with or without cause, and any vacancy created thereby may be filled, only by the affirmative vote of the holders a majority of the shares of Designated Preferred Stock at the time outstanding voting separately as a class together with the holders of shares of Voting Parity Stock, to the extent the voting rights of such holders described above are then exercisable. If the office of any Preferred Director becomes vacant for any reason other than removal from office as aforesaid, the remaining Preferred Director may choose a successor who shall hold office for the unexpired term in respect of which such vacancy occurred.

(c) Class Voting Rights as to Particular Matters . So long as any shares of Designated Preferred Stock are outstanding, in addition to any other vote or consent of stockholders required by law or by the Charter, the vote or consent of the holders of at least 66 2/3% of the shares of Designated Preferred Stock at the time outstanding, voting as a separate class, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating:

(i) Authorization of Senior Stock . Any amendment or alteration of the Certificate of Designations for the Designated Preferred Stock or the Charter to authorize or create or increase the authorized amount of, or any issuance of, any shares of, or any securities convertible into or exchangeable or exercisable for shares of, any class or series of capital stock of the Issuer ranking senior to Designated Preferred Stock with respect to either or both the payment of dividends and/or the distribution of assets on any liquidation, dissolution or winding up of the Issuer;

(ii) Amendment of Designated Preferred Stock . Any amendment, alteration or repeal of any provision of the Certificate of Designations for the Designated Preferred Stock or the Charter (including, unless no vote on such merger or consolidation is required by Section 7(c)(iii) below, any amendment, alteration or repeal by means of a merger, consolidation or otherwise) so as to adversely affect the rights, preferences, privileges or voting powers of the Designated Preferred Stock; or

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the case of any such merger or consolidation with respect to which the Issuer is not the surviving or resulting entity, are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and (y) such shares remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of Designated Preferred Stock immediately prior to such consummation, taken as a whole;

provided , however , that for all purposes of this Section 7(c), any increase in the amount of the authorized Preferred Stock, including any increase in the authorized amount of Designated Preferred Stock necessary to satisfy preemptive or similar rights granted by the Issuer to other persons prior to the Signing Date, or the creation and issuance, or an increase in the authorized or issued amount, whether pursuant to preemptive or similar rights or otherwise, of any other series of Preferred Stock, or any securities convertible into or exchangeable or exercisable for any other series of Preferred Stock, ranking equally with and/or junior to Designated Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and the distribution of assets upon liquidation, dissolution or winding up of the Issuer will not be deemed to adversely affect the rights, preferences, privileges or voting powers, and shall not require the affirmative vote or consent of, the holders of outstanding shares of the Designated Preferred Stock.

(d) Changes after Provision for Redemption . No vote or consent of the holders of Designated Preferred Stock shall be required pursuant to Section 7(c) above if, at or prior to the time when any such vote or consent would otherwise be required pursuant to such Section, all outstanding shares of the Designated Preferred Stock shall have been redeemed, or shall have been called for redemption upon proper notice and sufficient funds shall have been deposited in trust for such redemption, in each case pursuant to Section 5 above.

(e) Procedures for Voting and Consents . The rules and procedures for calling and conducting any meeting of the holders of Designated Preferred Stock (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a meeting, the obtaining of written consents and any other aspect or matter with regard to such a meeting or such consents shall be governed by any rules of the Board of Directors or any duly authorized committee of the Board of Directors, in its discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Charter, the Bylaws, and applicable law and the rules of any national securities exchange or other trading facility on which Designated Preferred Stock is listed or traded at the time.

Section 8. Record Holders . To the fullest extent permitted by applicable law, the Issuer and the transfer agent for Designated Preferred Stock may deem and treat the record holder of any share of Designated Preferred Stock as the true and lawful owner thereof for all purposes, and neither the Issuer nor such transfer agent shall be affected by any notice to the contrary.

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Section 9. Notices . All notices or communications in respect of Designated Preferred Stock shall be sufficiently given if given in writing and delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted in this Certificate of Designations, in the Charter or Bylaws or by applicable law. Notwithstanding the foregoing, if shares of Designated Preferred Stock are issued in book-entry form through The Depository Trust Company or any similar facility, such notices may be given to the holders of Designated Preferred Stock in any manner permitted by such facility.

Section 10. No Preemptive Rights . No share of Designated Preferred Stock shall have any rights of preemption whatsoever as to any securities of the Issuer, or any warrants, rights or options issued or granted with respect thereto, regardless of how such securities, or such warrants, rights or options, may be designated, issued or granted.

Section 11. Replacement Certificates . The Issuer shall replace any mutilated certificate at the holder’s expense upon surrender of that certificate to the Issuer. The Issuer shall replace certificates that become destroyed, stolen or lost at the holder’s expense upon delivery to the Issuer of reasonably satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may be reasonably required by the Issuer.

Section 12. Other Rights . The shares of Designated Preferred Stock shall not have any rights, preferences, privileges or voting powers or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Charter or as provided by applicable law.

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Entity #: 3651407

Date Filed: 02/25/2009

Pedro A. Cortés

Secretary of the Commonwealth

PENNSYLVANIA DEPARTMENT OF STATE

CORPORATION BUREAU

Entity Number

3651407

Statement with Respect to Shares

Domestic Business Corporation

(15 Pa.C.S. § 1522)


Name CT - COUNTER			Document will be returned to the name and address you enter to the left.
Address

City	State	Zip Code
7494035SOPA3


Fee: $70


		1. The name of the corporation is:
		TriState Capital Holdings, Inc.

		2. Check and complete one of the following:

				The resolution amending the Articles under 15 Pa.C.S. § 1522(b) (relating to divisions and determinations by the board), set forth in full, is as follows:



		X		The resolution amending the Articles under 15 Pa.C.S. § 1522(b) is set forth in full in Exhibit A attached hereto and made a part hereof.

		3. The aggregate number of shares of such class or series established and designated by (a) such resolution, (b) all prior statements, if any, filed under 15 Pa.C.S. § 1522 with respect thereto, and (c) any other provision of the Articles is 1,150 shares.

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4. The resolution was adopted by the Board of Directors or an authorized committee thereon on:

February 25, 2009

5. Check, and if appropriate complete, one of the following:


X	The resolution shall be effective upon the filing of this statement with respect to shares in the Department of State.

	The resolution shall be effective on:		at	.
		Date		Hour

IN TESTIMONY WHEREOF, the undersigned corporation has caused this statement to be signed by a duly authorized officer thereof this 25 ^th day of February, 2009

TriState Capital Holdings, Inc.

Name of Corporation

LOGO

Signature

Secretary and General Counsel

Title

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EXHIBIT A

CERTIFICATE OF DESIGNATIONS

FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES B

TRISTATE CAPITAL HOLDINGS, INC.

TriState Capital Holdings, Inc., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania (the “ Issuer ”), in accordance with the provisions of 1522(b),(c), and (d) of the Pennsylvania Business Corporation Law of 1988, as amended, thereof, does hereby certify:

The board of directors of the Issuer (the “ Board of Directors ”) or an applicable committee of the Board of Directors, in accordance with the Articles of Incorporation of the Issuer and applicable law, adopted the following resolution on February 25, 2009 creating a series of 1,150 shares of Preferred Stock of the Issuer designated as “ Fixed Rate Cumulative Perpetual Preferred Stock, Series B ”.

Part 1. Designation and Number of Shares . There is hereby created out of the authorized and unissued shares of preferred stock of the Issuer a series of preferred stock designated as the “Fixed Rate Cumulative Perpetual Preferred Stock, Series B” (the “ Designated Preferred Stock ”). The authorized number of shares of Designated Preferred Stock shall be 1,150.

Part. 3. Definitions . The following terms are used in this Certificate of Designations (including the Standard Provisions in Schedule A hereto) as defined below:

(a) “ Common Stock ” means the common stock, without par value per share, of the Issuer.

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(b) “ Dividend Payment Date ” means February 15, May 15, August 15 and November 15 of each year.

(d) “ Liquidation Amount ” means $1,000 per share of Designated Preferred Stock.

(e) “ Minimum Amount ” means $287,500.

(g) “ Signing Date ” means the Original Issue Date.

(h) “ UST Preferred Stock ” means the Issuer’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A.

Part 4. Certain Voting Matters . Holders of shares of Designated Preferred Stock will be entitled to one vote for each such share on any matter on which holders of Designated Preferred Stock are entitled to vote, including any action by written consent.

[ Remainder of Page Intentionally Left Blank ]

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Schedule A

STANDARD PROVISIONS

Section 2. Standard Definitions . As used herein with respect to Designated Preferred Stock:

(a) “ Appropriate Federal Banking Agency ” means the “appropriate Federal banking agency” with respect to the Issuer as defined in Section 3(q) of the Federal Deposit Insurance Act (12 U.S.C. Section 1813(q)), or any successor provision.

(b) “ Business Combination ” means a merger, consolidation, statutory share exchange or similar transaction that requires the approval of the Issuer’s stockholders.

(c) “ Business Day ” means any day except Saturday, Sunday and any day on which banking institutions in the State of New York generally are authorized or required by law or other governmental actions to close.

(d) “ Bylaws ” means the bylaws of the Issuer, as they may be amended from time to time.

(e) “ Certificate of Designations ” means the Certificate of Designations or comparable instrument relating to the Designated Preferred Stock, of which these Standard Provisions form a part, as it may be amended from time to time.

(f) “ Charter ” means the Issuer’s certificate or articles of incorporation, articles of association, or similar organizational document.

(g) “ Dividend Period ” has the meaning set forth in Section 3(a).

(h) “ Dividend Record Date ” has the meaning set forth in Section 3(a).

(i) “ Liquidation Preference ” has the meaning set forth in Section 4(a).

(j) “ Original Issue Date ” means the date on which shares of Designated Preferred Stock are first issued.

(k) “ Preferred Director ” has the meaning set forth in Section 7(b).

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(l) “ Preferred Stock ” means any and all series of preferred stock of the Issuer, including the Designated Preferred Stock.

(m) “ Qualified Equity Offering ” means the sale and issuance for cash by the Issuer to persons other than the Issuer or any of its subsidiaries after the Original Issue Date of shares of perpetual Preferred Stock, Common Stock or any combination of such stock, that, in each case, qualify as and may be included in Tier 1 capital of the Issuer at the time of issuance under the applicable risk-based capital guidelines of the Issuer’s Appropriate Federal Banking Agency (other than any such sales and issuances made pursuant to agreements or arrangements entered into, or pursuant to financing plans which were publicly announced, on or prior to November 17, 2008).

(n) “ Standard Provisions ” mean these Standard Provisions that form a part of the Certificate of Designations relating to the Designated Preferred Stock.

(o) “ Successor Preferred Stock ” has the meaning set forth in Section 5(a).

(p) “ Voting Parity Stock ” means, with regard to any matter as to which the holders of Designated Preferred Stock are entitled to vote as specified in Sections 7(a) and 7(b) of these Standard Provisions that form a part of the Certificate of Designations, any and all series of Parity Stock upon which like voting rights have been conferred and are exercisable with respect to such matter.

Section 3. Dividends .

(a) Rate . Holders of Designated Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets legally available therefor, cumulative cash dividends with respect to each Dividend Period (as defined below) at a per annum rate of 9.0% on (i) the Liquidation Amount per share of Designated Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date ( i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly in arrears on each Dividend Payment Date, commencing with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement. The period from and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “ Dividend Period ”, provided that the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Date.

Dividends that are payable on Designated Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The

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amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month.

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Stock, all dividends declared on Designated Preferred Stock and all such Parity Stock and payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) shall be declared pro rata so that the respective amounts of such dividends declared shall bear the same ratio to each other as all accrued and unpaid dividends per share on the shares of Designated Preferred Stock (including, if applicable as provided in Section 3(a) above, dividends on such amount) and all Parity Stock payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) (subject to their having been declared by the Board of Directors or a duly authorized committee of the Board of Directors out of legally available funds and including, in the case of Parity Stock that bears cumulative dividends, all accrued but unpaid dividends) bear to each other. If the Board of Directors or a duly authorized committee of the Board of Directors determines not to pay any dividend or a full dividend on a Dividend Payment Date, the Issuer will provide written notice to the holders of Designated Preferred Stock prior to such Dividend Payment Date.

Section 4. Liquidation Rights .

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Section 5. Redemption .

(a) Optional Redemption . Except as provided below, the Designated Preferred Stock may not be redeemed prior to the later of (i) first Dividend Payment Date falling on or after the third anniversary of the Original Issue Date; and (ii) the date on which all outstanding shares of UST Preferred Stock have been redeemed, repurchased or otherwise acquired by the Issuer. On or after the first Dividend Payment Date falling on or after the third anniversary of the Original Issue Date, the Issuer, at its option, subject to the approval of the Appropriate Federal Banking Agency, may redeem, in whole or in part, at any time and from time to time, out of funds legally available therefor, the shares of Designated Preferred Stock at the time outstanding, upon notice given as provided in Section 5(c) below, at a redemption price equal to the sum of (i) the Liquidation Amount per share and (ii) except as otherwise provided below, any accrued and unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such amount) (regardless of whether any dividends are actually declared) to, but excluding, the date fixed for redemption.

Notwithstanding the foregoing, prior to the first Dividend Payment Date falling on or after the third anniversary of the Original Issue Date, the Issuer, at its option, subject to the approval of the Appropriate Federal Banking Agency and subject to the requirement that all outstanding shares of UST Preferred Stock shall previously have been redeemed, repurchased or otherwise acquired by the Issuer, may redeem, in whole or in part, at any time and from time to time, the shares of Designated Preferred Stock at the time outstanding, upon notice given as provided in Section 5(c) below, at a redemption price equal to the sum of (i) the Liquidation Amount per share and (ii) except as otherwise provided below, any accrued and unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such amount) (regardless of whether any dividends are actually declared) to, but excluding, the date fixed for redemption; provided that (x) the Issuer (or any successor by Business Combination) has received aggregate gross proceeds of not less than the Minimum Amount (plus the “Minimum Amount” as defined in the relevant certificate of designations for each other outstanding series of preferred stock of such successor that was originally issued to the United States Department of the Treasury (the “ Successor Preferred Stock ”) in connection with the Troubled Asset Relief Program Capital Purchase Program) from one or more Qualified Equity Offerings (including

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Qualified Equity Offerings of such successor), and (y) the aggregate redemption price of the Designated Preferred Stock (and any Successor Preferred Stock) redeemed pursuant to this paragraph may not exceed the aggregate net cash proceeds received by the Issuer (or any successor by Business Combination) from such Qualified Equity Offerings (including Qualified Equity Offerings of such successor).

(d) Partial Redemption . In case of any redemption of part of the shares of Designated Preferred Stock at the time outstanding, the shares to be redeemed shall be selected either pro rata or in such other manner as the Board of Directors or a duly authorized committee thereof may determine to be fair and equitable. Subject to the provisions hereof, the Board of Directors or a duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Designated Preferred Stock shall be redeemed from time to time. If fewer than all the shares represented by any certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without charge to the holder thereof.

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(e) Effectiveness of Redemption . If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been deposited by the Issuer, in trust for the pro rata benefit of the holders of the shares called for redemption, with a bank or trust company doing business in the Borough of Manhattan, The City of New York, and having a capital and surplus of at least $500 million and selected by the Board of Directors, so as to be and continue to be available solely therefor, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date dividends shall cease to accrue on all shares so called for redemption, all shares so called for redemption shall no longer be deemed outstanding and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable on such redemption from such bank or trust company, without interest. Any funds unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released to the Issuer, after which time the holders of the shares so called for redemption shall look only to the Issuer for payment of the redemption price of such shares.

Section 6. Conversion . Holders of Designated Preferred Stock shares shall have no right to exchange or convert such shares into any other securities.

Section 7. Voting Rights .

(a) General . The holders of Designated Preferred Stock shall not have any voting rights except as set forth below or as otherwise from time to time required by law.

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shall not cause the Issuer to violate any corporate governance requirements of any securities exchange or other trading facility on which securities of the Issuer may then be listed or traded that listed or traded companies must have a majority of independent directors. Upon any termination of the right of the holders of shares of Designated Preferred Stock and Voting Parity Stock as a class to vote for directors as provided above, the Preferred Directors shall cease to be qualified as directors, the term of office of all Preferred Directors then in office shall terminate immediately and the authorized number of directors shall be reduced by the number of Preferred Directors elected pursuant hereto. Any Preferred Director may be removed at any time, with or without cause, and any vacancy created thereby may be filled, only by the affirmative vote of the holders a majority of the shares of Designated Preferred Stock at the time outstanding voting separately as a class together with the holders of shares of Voting Parity Stock, to the extent the voting rights of such holders described above are then exercisable. If the office of any Preferred Director becomes vacant for any reason other than removal from office as aforesaid, the remaining Preferred Director may choose a successor who shall hold office for the unexpired term in respect of which such vacancy occurred.

(iii) Share Exchanges, Reclassifications, Mergers and Consolidations . Any consummation of a binding share exchange or reclassification involving the Designated Preferred Stock, or of a merger or consolidation of the Issuer with another corporation or other entity, unless in each case (x) the shares of Designated Preferred Stock remain outstanding or, in the case of any such merger or consolidation with respect to which the Issuer is not the surviving or resulting entity, are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and (y) such shares remaining outstanding or such preference securities, as the case may be, have

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such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of Designated Preferred Stock immediately prior to such consummation, taken as a whole;

provided, however , that for all purposes of this Section 7(c), any increase in the amount of the authorized Preferred Stock, including any increase in the authorized amount of Designated Preferred Stock necessary to satisfy preemptive or similar rights granted by the Issuer to other persons prior to the Signing Date, or the creation and issuance, or an increase in the authorized or issued amount, whether pursuant to preemptive or similar rights or otherwise, of any other series of Preferred Stock, or any securities convertible into or exchangeable or exercisable for any other series of Preferred Stock, ranking equally with and/or junior to Designated Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and the distribution of assets upon liquidation, dissolution or winding up of the Issuer will not be deemed to adversely affect the rights, preferences, privileges or voting powers, and shall not require the affirmative vote or consent of, the holders of outstanding shares of the Designated Preferred Stock.

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shares of Designated Preferred Stock are issued in book-entry form through The Depository Trust Company or any similar facility, such notices may be given to the holders of Designated Preferred Stock in any manner permitted by such facility.

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Entity #: 3651407

Date Filed: 06/07/2012

Carol Aichele

Secretary of the Commonwealth

Entity Number

3651407

Business Corporation (§ 1915)

Nonprofit Corporation (§ 5915)


		Name				Document will be returned to the name and address you enter to the left.
		CT - COUNTER
		Address

		City State
		8486056-SOPA1

In compliance with the requirements of the applicable provisions (relating to articles of amendment), the undersigned, desiring to amend its articles, hereby states that:

The name of the corporation is: TriState Capital Holdings, Inc.

(a) Number and Street

City

State

Zip

County

1001 Liberty Avenue, 11 ^th Floor

Pittsburgh

15222-3725

Allegheny

(b) Name of Commercial Registered Office Provider

County

The statute by or under which it was incorporated: Business Corporation Law of 1988

The date of its incorporation: May 25, 2006

Check, and if appropriate complete, one of the following :

X The amendment will be effective upon filing these Articles of Amendment in the Department of State.

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DSCB:15-1915/5915-2

6. Check one of the following:

X The amendment was adopted by the shareholders or members pursuant to 15 Pa.C.S. § 1914(a) and (b) or § 5914(a)

The amendment was adopted by the board of directors pursuant to 15 Pa. C.S. § 1914(c) or § 5914(b).

7. Check, and if appropriate, complete one of the following:

The amendment adopted by the corporation, set forth in full, is as follow

X The amendment adopted by the corporation is set forth in full in Exhibit A attached hereto and made a part hereof.

8. Check if the amendment restates the Articles:

The restated Articles of Incorporation supersede the original articles and all amendments thereto.

IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer thereof this 7 ^th day of June 2012.

TriState Capital Holdings, Inc.

Name of Corporation

LOGO

Signature

Chairman of the Board and Chief Executive Officer

Title

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EXHIBIT A

Article 4 of the Articles of Incorporation of the Corporation is hereby amended and restated in its entirety as set forth below:

The shares of the Preferred Stock may be issued from time to time in series. Each series will be designated so to distinguish the shares thereof from the shares of all other series. All shares of any particular series will be identical except, if entitled to cumulative dividends, as to the date or dates from which dividends thereon will be cumulative. Any series of the Preferred Stock may differ from any other series with respect to any designation, preference, qualification, privilege, limitation, restriction, special or relative right, or other term or condition. The Board of Directors is expressly vested with authority to establish and designate any one or more series of the Preferred Stock by filing a certificate of designations pursuant to the Pennsylvania Business Corporation Law and to fix and determine by resolution any designations, preferences, qualifications, privileges, limitations, restrictions, special or relative rights, or other terms and conditions of any series created thereby. In the event that at any time the directors of the Corporation will have established and designated one or more series of the Preferred Stock consisting of a number of shares which constitutes less than all of the authorized number of the Preferred Stock, the remaining authorized preferred shares will be deemed to be shares of an undesignated series of the Preferred Stock until designated by the directors of the Corporation as being part of a series previously established or a new series then being established by the directors.

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				Entity #: 3651407
				Date Filed: 08/06/2012
				Carol Aichele
				Secretary of the Commonwealth

PENNSYLVANIA DEPARTMENT OF STATE

CORPORATION BUREAU

Entity Number

3651407

Statement with Respect to Shares

Domestic Business Corporation

(15 Pa.C.S. § 1522)


Name CT - COUNTER			Document will be returned to the name and address you enter to the left.
Address


City	State	Zip Code
8531404.SO



Fee: $70

1. The name of the corporation is:

TriState Capital Holdings, Inc.

2. Check and complete one of the following:

The resolution amending the Articles under 15 Pa.C.S. § 1522(b) (relating to divisions and determinations by the board), set forth in full, is as follows:

X The resolution amending the Articles under 15 Pa.C.S. § 1522(b) is set forth in full in Exhibit A attached hereto and made a part hereof.

DSCB:15-1522-2

4. The resolution was adopted by the Board of Directors or an authorized committee thereon on:

July 23-24, 2012

5. Check, and if appropriate complete, one of the following:

X The resolution shall be effective upon the filing of this statement with respect to shares in the Department of State.

The resolution shall be effective on: at .

Date Hour

IN TESTIMONY WHEREOF, the undersigned corporation has caused this statement to be signed by a duly authorized officer thereof this 6 ^th day of August, 2012

TriState Capital Holdings, Inc.

Name of Corporation

LOGO

Signature

Assistant Secretary

Title

EXHIBIT A

[ see attached ]

CERTIFICATE OF DESIGNATION

PERPETUAL CONVERTIBLE PREFERRED STOCK, SERIES C

TRISTATE CAPITAL HOLDINGS, INC.

August 3, 2012

TriState Capital Holdings, Inc., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania (the “ Corporation ”), in accordance with the provisions of 1522(b), (c), and (d) of the Pennsylvania Business Corporation Law of 1988, as amended (the “ PBCL ”), does hereby certify:

The board of directors of the Corporation (the “ Board of Directors ”) in accordance with the Articles of Incorporation of the Corporation, as amended, and applicable law, adopted the following resolution at its meeting held on July 23 - 24 2012 creating a series of 48,780.488 shares of Preferred Stock of the Corporation designated as “ Perpetual Convertible Preferred Stock, Series C ”.

RESOLVED, that pursuant to the provisions of the Articles of Incorporation of the Corporation and applicable law, a series of Preferred Stock, without par value per share, of the Corporation be and hereby is created, and that the designation and number of shares of such series, and the voting and other powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations and restrictions thereof, of the shares of such series, are as follows:

Part 1. Designation and Number of Shares . There is hereby created out of the authorized and unissued shares of preferred stock of the Corporation a series of preferred stock designated as the “Perpetual Convertible Preferred Stock, Series C” (the “ Series C Preferred ”). The authorized number of shares of Series C Preferred shall be 48,780.488.

Part 2. Ranking . The Series C Preferred shall, with respect to rights on liquidation, winding-up and dissolution, rank senior to the Collective Common Stock. Except for such rights and any other rights expressly conferred on the Series C Preferred by this Certificate of Designation, the Series C Preferred shall rank on a parity with the Collective Common Stock. The Series C Preferred shall rank on a parity with the Series A Preferred and the Series B Preferred (except to the extent that the Certificates of Designation of the Series A Preferred and the Series B Preferred, respectively, require that those classes be senior to the Series C Preferred, including, without limitation, the payment of mandatory dividends on the Series A Preferred and the Series B Preferred) with respect to dividend rights and rights on liquidation, winding-up and dissolution.

Part 3. Dividends . In the event that the Corporation declares or pays any dividends upon the Collective Common Stock (whether payable in cash, securities or other property), the Corporation shall also declare and pay in cash to the holders of the Series C Preferred at the same time that it declares and pays such dividends to the holders of the Collective Common Stock, the dividends which would have been declared and paid with respect to the Collective Common Stock issuable upon conversion of the Series C Preferred had all of the outstanding Series C Preferred been converted as of the record date for such dividend, or if no record date is fixed, the date as of which the record holders of Collective Common Stock entitled to such dividends are to be determined.

Part 4. Liquidation . Upon any liquidation, dissolution or winding up of the Corporation (whether voluntary or involuntary), each holder of Series C Preferred shall be entitled to be paid, before any distribution or payment is made upon any Junior Securities, an amount in cash equal to the greater of (i) the aggregate Liquidation Value of all shares of Series C Preferred held by such holder (plus all declared but unpaid dividends thereon) and (ii) the amount to which such holder would be entitled to receive upon such liquidation, dissolution or winding up if all of such holder’s Series C Preferred were converted into Conversion Stock immediately prior to such event, and the holders of Series C Preferred shall not be entitled to any further payment with respect to their Series C Preferred. If upon any such liquidation, dissolution or winding-up of the Corporation, the assets of the Corporation to be distributed among the holders of the Series C Preferred are insufficient to permit payment to such holders of the aggregate amount which they are entitled to be paid under this Part 4 , then the entire assets available to be distributed to the Corporation’s stockholders shall be distributed pro-rata among such holders based upon the aggregate Liquidation Value (plus all declared but unpaid dividends) of the Series C Preferred held by each such holder.

Part 5. Priority of Series C Preferred on Redemptions . So long as any Series C Preferred remains outstanding, the Corporation shall not, nor shall it permit any Subsidiary to, redeem, purchase or otherwise acquire directly or indirectly any Collective Common Stock unless the Corporation offers to also redeem, purchase or otherwise acquire a pro rata percentage of Series C Preferred from the holders thereof and, so redeems, purchases or acquires such Series C Preferred from the holders of Series C Preferred who accept such offer.

Part 6. Voting Rights . The holders of the Series C Preferred shall be entitled to notice of all meetings of the holders of Collective Common Stock in accordance with the Corporation’s bylaws, and except as otherwise required by applicable law, the holders of the Series C Preferred shall be entitled to vote on all matters submitted for a vote to the holders of Collective Common Stock. The holders of the Series C Preferred shall vote together with the holders of the Collective Common Stock as a single class with each holder of Collective Common Stock entitled to one (1) vote per share of Collective Common Stock and each holder of the Series C Preferred entitled to one (1) vote for each share of Conversion Stock that would be issuable upon conversion of the Series C Preferred if such Series C Preferred were converted into Conversion Stock as of the record date for such vote or, if no record date is specified, as of the date of such vote. Notwithstanding anything to the contrary herein, in all matters that entitle the holder of two or more classes or series of shares to vote as separate voting groups under the applicable Pennsylvania business corporation laws and in which the holders of Series C Preferred are affected in the same or a substantially similar way, the holders of the Series C Preferred so affected must vote together as a single voting group.

Part 7. Conversion .

7.1

Conversion Procedure .

(i)

At any time and from time to time, any holder of Series C Preferred may convert each share of Series C Preferred held by such holder into a number of shares of Conversion Stock computed by dividing the Purchase Price of such share of Series C Preferred by the Conversion Price then in effect with respect to such share of Series C Preferred (the “ Conversion Ratio ”). For the avoidance of doubt, any holder of Series C Preferred may convert all or any portion of the shares of Series C Preferred held by such holder at any time and from time to time.

(ii)

Except as otherwise provided herein, each conversion of Series C Preferred shall be deemed to have been effected as of the close of business on the date on which the certificate or certificates representing the Series C Preferred to be converted have been surrendered for conversion at the principal office of the Corporation. At the time any such conversion has been effected, the rights of the holder of the shares of Series C Preferred converted as a holder of Series C Preferred shall cease, and the Person or Persons in whose name or names any certificate or certificates for shares of Conversion Stock are to be issued upon such conversion shall be deemed to have become the holder or holders of record of the shares of Conversion Stock represented thereby.

(iii)

Notwithstanding anything to the contrary set forth in this Certificate and providing that such action shall not cause the holder to exceed the Ownership Limit, all outstanding shares of Series C Preferred shall be mandatorily and automatically converted, with no further action on the part of the holders thereof, into a number of fully paid and nonassessable shares of Conversion Stock at the Conversion Ratio upon (A) the consummation of a Qualified Public Offering; or (B) the written consent or vote of the holders of a majority of the then outstanding Series C Preferred. The Corporation shall deliver as soon as possible after a conversion of Series C Preferred has been effected under this subparagraph to each holder of Series C Preferred, other than any such holders that consented to or voted for the conversion under clause (B) above, a written notice of the conversion.

(iv)

Notwithstanding any other provision hereof, if a conversion of Series C Preferred is to be made in connection with a Public Offering or a Fundamental Change or other transaction affecting the Corporation, the conversion of any shares of Series C Preferred may, at the election of the holder thereof, be conditioned upon the consummation of such event or transaction, in which case such conversion shall not be deemed to be effective until such event or transaction has been consummated.

(v)

As soon as possible after a conversion of Series C Preferred has been effected (but in any event within 3 business days in the case of Part 7.1(v)(A) below), the Corporation shall deliver to the converting holder or its custodian:

(A)

a certificate or certificates representing the number of shares of Conversion Stock issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified;

(B)

payment in an amount equal to all declared but unpaid dividends with respect to each share of Series C Preferred converted which have not been paid prior thereto; and

(C)

a certificate representing any shares of Series C Preferred which were represented by the certificate or certificates delivered to the Corporation in connection with such conversion but which were not converted.

(vi)

The Corporation shall declare the payment of all dividends payable under Part 7.1(v)(B) above. If for any reason the Corporation is unable to pay any portion of the declared but unpaid dividends on Series C Preferred being converted, such dividends may, at the converting holder’s option, be converted into an additional number of shares of Conversion Stock determined by dividing the amount of the unpaid dividends to be applied for such purpose by the Conversion Price then in effect.

(vii)

The issuance of certificates for shares of Conversion Stock upon conversion of Series C Preferred shall be made without charge to the holders of such Series C Preferred for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such conversion and the related issuance of shares of Conversion Stock. Upon conversion of each share of Series C Preferred, the Corporation shall take all such actions as are necessary in order to insure that the Conversion Stock issuable with respect to such conversion shall be validly issued, fully paid and nonassessable, free and clear of all taxes, liens, charges and encumbrances with respect to the issuance thereof.

(viii)

The Corporation shall not close its books against the transfer of Series C Preferred or of Conversion Stock issued or issuable upon conversion of Series C Preferred in any manner which interferes with the timely conversion of Series C Preferred. The Corporation shall assist and cooperate with any holder of Series C Preferred required to make any governmental filings or obtain any governmental approval prior to or in

connection with any conversion of Series C Preferred hereunder (including, without limitation, making any governmental filings required to be made by the Corporation).

(ix)

The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Conversion Stock, solely for the purpose of issuance upon the conversion of the Series C Preferred, such number of shares of Conversion Stock issuable upon the conversion of all outstanding Series C Preferred. All shares of Conversion Stock which are so issuable shall, when issued, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens, charges and encumbrances. The Corporation shall take all such actions as may be necessary to assure that all such shares of Conversion Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of Conversion Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Corporation upon each such issuance). The Corporation shall not take any action which would cause the number of authorized but unissued shares of Conversion Stock to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of the Series C Preferred.

(ix)

Notwithstanding anything to the contrary contained herein, a holder of Series C Preferred will be entitled to receive shares of Conversion Stock upon any conversion of Series C Preferred pursuant to this Part 7 to the extent (but only to the extent) that at such time such holder does not own, and is not deemed for applicable bank regulatory purposes to own, securities of the Corporation in excess of the Ownership Limit or the Adjusted Ownership Limit.

7.2

Conversion Price . The initial Conversion Price of each share of Series C Preferred shall be $10.25 (the “ Conversion Price ”). In order to prevent dilution of the conversion rights granted under this Part 7 , the Conversion Price shall be subject to adjustment from time to time pursuant to Part 7.3 and Part 7.4 .

7.3

Subdivision or Combination of Collective Common Stock . If the Corporation at any time subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Collective Common Stock into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision shall be proportionately decreased, and if the Corporation at any time combines (by reverse stock split or otherwise) one or more classes of its outstanding shares of Collective Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination shall be proportionately increased.

7.4

Fundamental Change . Prior to the consummation of any Fundamental Change which is effected in such a manner that any holders of Collective Common Stock

are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Collective Common Stock, the Corporation shall make appropriate provisions (in form and substance satisfactory to each of the holders of a majority of the Series C Preferred then outstanding) to ensure that each of the holders of the Series C Preferred shall thereafter have the right to acquire and receive, (x) the amount such holder of Series C Preferred would be entitled to receive in the event of a liquidation, winding up or dissolution pursuant to Part 4 and (y) in lieu of or in addition to (as determined by the holders of a majority of the Series C Preferred then outstanding) the shares of Conversion Stock immediately theretofore acquirable and receivable upon the conversion of such holder’s Series C Preferred, such shares of stock, securities or assets as such holder would have received in connection with such Fundamental Change if such holder had converted its Series C Preferred immediately prior to such Fundamental Change. In each such case, the Corporation shall also make appropriate provisions (in form and substance satisfactory to the holders of a majority of the Series C Preferred then outstanding) to ensure that the provisions of this Part 7 shall thereafter be applicable to the Series C Preferred (including, in the case of any such Fundamental Change in which the successor entity or purchasing entity is other than the Corporation, an immediate adjustment of the Conversion Price to the value for the Collective Common Stock reflected by the terms of such Fundamental Change, and a corresponding immediate adjustment in the number of shares of Conversion Stock acquirable and receivable upon conversion of Series C Preferred, if the value so reflected is less than the Conversion Price in effect immediately prior to such Fundamental Change). The Corporation shall not effect any such consolidation, merger or sale, unless prior to the consummation thereof, the successor entity (if other than the Corporation) resulting from such Fundamental Change or the entity purchasing the Corporation’s assets assumes by written instrument (in form and substance satisfactory to the holders of a majority of the Series C Preferred then outstanding), the obligation to deliver to each such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to acquire.

7.5

Notices .

(i)

Immediately upon any adjustment of the Conversion Price, the Corporation shall give written notice thereof to all holders of Series C Preferred, setting forth in reasonable detail and certifying the calculation of such adjustment.

(ii)

The Corporation shall give written notice to all holders of Series C Preferred at least 20 days prior to the date on which the Corporation closes its books or takes a record (x) with respect to any dividend or distribution upon Collective Common Stock, (y) with respect to any pro rata subscription offer to holders of Collective Common Stock or (z) for determining rights to vote with respect to any Fundamental Change, dissolution or liquidation.

(iii)

The Corporation shall also give written notice to the holders of Series C Preferred at least 20 days prior to the date on which any Fundamental Change shall take place.

Part 8. Preemptive Rights . In the event the Corporation or any of its Subsidiaries offers to sell any Equity Securities other than in connection with an Exempt Offering, (a “ Preemptive Rights Offering ”), the Corporation and/or its Subsidiaries shall first offer to sell to each then holder of Series C Preferred a portion of such Equity Securities equal to (x) the number of Equity Securities being sold multiplied by (y) a fraction, (i) the numerator of which is the aggregate amount of Collective Common Stock held by such then holder of Series C Preferred on an as-converted basis on the date of such Preemptive Rights Offering and (ii) the denominator of which is the aggregate amount of Collective Common Stock outstanding on the date of such Preemptive Rights Offering (which denominator shall include the aggregate amount of Collective Common Stock held by such then holder of Series C Preferred on an as-converted basis on the date of such Preemptive Rights Offering); provided that the Corporation shall not offer, and a then holder of Series C Preferred shall not purchase, Equity Securities in excess of an amount that would cause such then holder of Series C Preferred to exceed the Ownership Limit and/or the Adjusted Ownership Limit. Each then holder of Series C Preferred shall be entitled to purchase any such offered Equity Securities at the most favorable price and on the most favorable terms as such Equity Securities are to be sold. In order to exercise its purchase rights hereunder, a then holder of Series C Preferred having preemptive rights pursuant to this Part 8 must, within 21 calendar days after receipt by such then holder of Series C Preferred of a written notice from the Corporation describing in reasonable detail the Equity Securities being offered, the purchase price thereof, the payment terms and the amount such then holder of Series C Preferred is eligible to purchase hereunder, deliver a written notice to the Corporation exercising such Person’s purchase rights pursuant to this Part 8 . The rights of the Purchasers under this Part 8 shall terminate upon the consummation of a Qualified Public Offering.

Part 9. Tag-Along Rights .

(i)

One or more holders who are, collectively, the holders of 20% or more of the then outstanding shares of the Corporation’s capital stock (collectively, the “ Majority Stock ”) (the “ Transferring Holders ”) shall not directly or indirectly, in one transaction or a series of related transactions, sell, transfer or otherwise dispose of all or any portion of such Majority Stock to any third party unless the terms and conditions of such sale, transfer or other disposition (the “ Third Party Disposition ”) to such third party shall contain an offer to each holder of Series C Preferred (a “ Series C Holder ”) to include in such Third Party Disposition such number of shares of Series C Preferred as is determined in accordance with Part 8(ii) below. At least 30 days prior to effecting any Third Party Disposition, such Transferring Holders shall promptly cause the terms and conditions of the Third Party Disposition to be reduced to a reasonably detailed writing (which writing shall identify the third party purchaser, if known, and shall include the offer to each Series C Holder to purchase or otherwise acquire from such Series C Holder its Series C Preferred according to the terms and subject to the conditions of this Part 9 ), and shall deliver, or cause the third party

to deliver, written notice (the “ Notice ”) of the terms of such Third Party Disposition to the Corporation, which shall provide a copy of such Notice to each Series C Holder promptly after receipt thereof. The Notice shall be accompanied by a true and correct copy of the agreement, if any, embodying the terms and conditions of the proposed Third Party Disposition or a written summary thereof if there is no agreement. At any time after receipt of the Notice (but in no event later than 30 days after receipt), each Series C Holder may accept the offer included in the Notice for up to such number of its shares of Series C Preferred as determined in accordance with the provisions of Part 9(ii) below by furnishing irrevocable written notice of such acceptance to the Corporation and the Transferring Holders.

(ii)

In the event that a Series C Holder elects to accept the offer included in the Notice described in Part 9(i) above, such Series C Holder (the “ Included Stockholder ”) shall have the right to sell, transfer or otherwise dispose of such number of its shares of Series C Preferred pursuant to, and upon consummation of, the Third Party Disposition which is equal to the product of (x) the total number of shares of Series C Preferred held by the Included Stockholder and (y) a fraction, (i) the numerator of which shall equal the total number of shares of Majority Stock to be sold to the third party, and (ii) the denominator of which shall equal the total number of then outstanding shares of the Corporation’s capital stock. If the third party purchaser is not willing to purchase such additional shares, the number of shares to be sold by the Transferring Holders and the Included Stockholder shall be proportionately reduced. For purposes of this Part 9 , the term “Series C Preferred” shall include the then outstanding Series C Preferred and shares of Conversion Stock into which Series C Preferred shall have been converted.

(iii)

The purchase of Series C Preferred pursuant to this Part 9 shall be made on the same terms (including, without limitation, the per share consideration and method of payment, and the date of sale, transfer or other disposition), and subject to the same conditions, if any, as are provided to the Transferring Holders and stated in the Notice.

(iv)

Upon the consummation of the disposition of Series C Preferred to the third party pursuant to the Third Party Disposition, the Transferring Holders shall (A) cause the third party to remit directly to the Included Stockholder the sales price of its Series C Preferred disposed of pursuant thereto, and (B) furnish such other evidence of the completion and time of completion of such disposition and the terms thereof as provided to the Transferring Holders.

(v)

If a Series C Holder has not delivered to the Transferring Holders and to the third party written notice of its acceptance of the offer contained in the Notice within 30 days after the receipt of such Notice, it shall be deemed

to have irrevocably waived any and all rights pursuant to this Part 9 with respect to the disposition of its Series C Preferred described in the Notice, and the Transferring Holders shall have 90 days (calculated from the first day next succeeding (x) the expiration of the 30-day acceptance period described above, or (y) the receipt by the Transferring Holders of written notice from the Series C Holder of such Series C Holder’s waiver of all rights under this Part 9 ) in which to dispose of the aggregate amount of Series C Preferred described in the Notice, on terms not more favorable to the Transferring Holders than those which were set forth in the Notice. If a Series C Holder has delivered irrevocable written notice of acceptance as described in the preceding sentence and, if after 45 days following receipt of the Notice, the Transferring Holders and the third party shall not have completed the disposition of Series C Preferred to be sold in connection therewith in accordance with the terms of the Third Party Disposition, all the restrictions on the disposition of Series C Preferred contained in this Part 9 shall again be in force and effect.

(vi)

Each Series C Holder participating in the Third Party Disposition will be obligated to join on a pro-rata basis in any purchase price adjustments, indemnification or other obligations that the Transferring Holders are required to provide in connection with the Third Party Disposition (other than any such obligations that relate solely to a particular stockholder, such as indemnification with respect to representations and warranties given by such stockholder regarding such stockholder’s title to and ownership of capital stock, in respect of which only such holder will be liable); provided that no holder of Series C Preferred shall be liable for any purchase price adjustments, indemnification or other obligations in excess of the aggregate amount of consideration received by such holder in connection with or pursuant to such Third Party Disposition.

(vii)

Each holder of Series C Preferred participating in the Third Party Disposition shall bear their pro-rata share based on the amount of proceeds received in such sale of the costs of Third Party Disposition to the extent such costs are incurred for the benefit of all holders of capital stock participating in such Third Party Disposition and are not otherwise paid by the Corporation or the acquiring party. Costs incurred by holders of capital stock on their own behalf will not be considered costs of the transaction hereunder; it being understood that the fees and disbursements of one counsel chosen by the Transferring Holders will be deemed for the benefit of all holders of capital stock participating in such Third Party Disposition.

Part 10. Rights, Interests, Preferences and Priorities . The Corporation shall not, and shall not cause any Subsidiary or affiliate to, negatively affect any rights, interests, preferences or priorities of the holders of the Series C Preferred without the prior written consent of the holders of a majority of the Series C Preferred then outstanding; provided , however , that this provision will not be construed to prohibit the Corporation from establishing, or causing any

Subsidiary or affiliate to establish, any series or class of capital stock having rights and/or preferences ranking on a parity with the rights and preferences of the Series C Preferred, and no consent of the holders of the Series C Preferred is required in such case.

Part 11. Amendment of the Restated Articles of Incorporation . So long as any Series C Preferred remains outstanding and subject to (a) the limitations in Part 10 above, (b) the limitations in Part 13 below, and (c) any limitations imposed by the terms of the Series A Preferred and the Series B Preferred outstanding as of the date of the Purchase Agreement, without the vote or prior written consent of the holders of a majority of the Collective Common Stock then outstanding (including the holders of the Series C Preferred voting on an as-converted basis), the Corporation shall not amend, modify, terminate or otherwise alter any provisions of its Articles of Incorporation (including by means of a merger, consolidation or otherwise), except that this provision will not apply to any amendments to existing certificates of designation or new certificates of designation duly adopted by the Board of Directors of the Corporation as provided under the Articles of Incorporation of the Corporation and the PBCL).

Part 12. Reacquisition of Series A Preferred and Series B Preferred . So long as any Series C Preferred remains outstanding and subject to any limitations imposed by the Series A Preferred and the Series B Preferred outstanding as of the date of the Purchase Agreement, upon any event that results in any shares of Series A Preferred or Series B Preferred ceasing to be outstanding, including, without limitation, the exchange of Series A Preferred or Series B Preferred for Common Stock and the reacquisition by the Corporation or forfeiture by the holder thereof or other retirement of any of the shares of Series A Preferred or Series B Preferred, such shares of Series A Preferred or Series B Preferred, as the case may be, shall be immediately cancelled and shall not be reissued and shall no longer be authorized.

Part 13. Amendment and Waiver . No amendment, modification, alteration, repeal or waiver of any provision hereof shall be binding or effective without the prior written consent, or, in the case of Series C Preferred, vote, of each of (i) the Corporation and (ii) the holders of a majority of the Series C Preferred outstanding at the time such action is taken; provided that no amendment, modification, alteration, repeal or waiver of the terms or relative priorities of the Series C Preferred may be accomplished by the merger, consolidation or other transaction of the Corporation with another corporation or entity unless the Corporation has obtained the prior written consent or vote of the holders of a majority of the Series C Preferred then outstanding.

Part 14. Notices . Except as otherwise expressly provided hereunder, all notices referred to herein shall be in writing and shall be delivered by registered or certified mail, return receipt requested and postage prepaid, or by reputable overnight courier service, charges prepaid, and shall be deemed to have been given when so mailed or sent (i) to the Corporation, at its principal executive offices and (ii) to any stockholder, at such holder’s address as it appears in the stock records of the Corporation (unless otherwise indicated by any such holder).

Part 15. Definitions . The following terms used in this Certificate of Designation have the following meanings:

“ Adjusted Ownership Limit ” means as of any date of determination, 24.9% of the total equity of the Corporation outstanding at such time.

“ Certificate of Designation ” means this Certificate of Designation of Perpetual Convertible Preferred Stock, Series C, of the Corporation.

“ Common Stock ” means the common stock, without par value per share, of the Corporation.

“ Collective Common Stock ” means, collectively, the Corporation’s Common Stock and any capital stock of any class of the Corporation hereafter authorized which is not limited to a fixed sum or percentage of par or stated value in respect to the rights of the holders thereof to participate in dividends or in the distribution of assets upon any liquidation, dissolution or winding up of the Corporation.

“ Conversion Price ” has the meaning set forth in Part 7.2 .

“ Conversion Stock ” means, with respect to the Series C Preferred, shares of the Collective Common Stock; provided that if there is a change such that the securities issuable upon conversion of the applicable Series C Preferred are issued by an entity other than the Corporation or there is a change in the type or class of securities so issuable, then the term “Conversion Stock” shall mean one share of the security issuable upon conversion of the applicable Series C Preferred if such security is issuable in shares, or shall mean the smallest unit in which such security is issuable if such security is not issuable in shares.

“ Equity Securities ” means any ownership interests, membership interests, partnership interests, profits interests, capital stock or other equity interests, or securities exercisable or exchangeable for or convertible into, or warrants, options and other rights to acquire, membership interests, partnership interests, capital stock or other equity interests or ownership interests.

“ Exempt Offering ” means any issuance of Equity Securities (i) at the written direction of the applicable primary federal banking regulator of the Corporation or any of its Subsidiaries, (ii) upon exercise, conversion or exchange of other Equity Securities which were issued in compliance herewith, (iii) Collective Common Stock issued pursuant to stock dividends, stock splits, or similar transactions if an appropriate adjustment to the Conversion Price is made pursuant to Part 7.3 , (iv) the issuance of shares of Equity Securities (and/or the grant of options or warrants therefor) to employees, directors, contractors, consultants or advisors to the Corporation pursuant to incentive agreements, stock option plans, stock bonuses or awards, or incentive contracts, in each case approved by the Board of Directors; (v) the issuance of Equity Securities upon exercise of warrants or options outstanding as of the date hereof or granted hereafter pursuant to the 2006 Stock Option Plan of the Corporation or any similar employee compensation plan; (vi) the issuance of Equity Securities in connection with mergers, bona fide acquisitions or similar transactions by the Corporation for the purpose of acquiring other entities or substantially all of their assets, in each case as approved by the Board of Directors; or (vii) the issuance of shares of any Equity Securities expressly excluded from the preemption rights in a written consent signed by, or by vote of, the holders of at least a majority of the then-outstanding shares of Series C Preferred voting independently as a separate class.

“ Fundamental Change ” means (i) any sale or transfer of more than 50% of the assets of the Corporation and its Subsidiaries on a consolidated basis (measured either by book value in accordance with United States generally accepted accounting principles consistently applied or by fair market value determined in the reasonable good faith judgment of the Board of Directors) in any transaction or series of transactions (other than sales in the ordinary course of business), or (ii) any recapitalization, reorganization, reclassification, consolidation, merger or other similar transaction or series of related transactions that result in any Person or group of Persons (as the term “group” is used under the Securities Exchange Act of 1934) other than Persons holding Voting Securities of the Corporation immediately prior to the transaction or transactions, owning Voting Securities of the Corporation possessing the voting power (under ordinary circumstances) to elect a majority of the Corporation’s board of directors.

“ Junior Securities ” means any capital stock or other equity securities of the Corporation, except for the Series C Preferred, the Series A Preferred Stock, the Series B Preferred Stock or any other class or series of the Corporation’s capital stock which is senior to or pari passu with the Series C Preferred with respect to preference and priority on dividends, redemptions, liquidations and voting rights as permitted by the terms of the Series C Preferred hereunder or approved by a vote of the holders of the Series C Preferred as provided hereunder.

“ Liquidation Value ” of any share of Series C Preferred as of any particular date shall be equal to the Purchase Price of such share of Series C Preferred.

“ Ownership Limit ” means at the time of determination, with respect to holders of the Series C Preferred, 24.9% of any class of Voting Securities of the Corporation outstanding at such time. Any calculation of a holder’s percentage ownership of the outstanding Voting Securities of the Corporation for purposes of this definition shall be made in accordance with the relevant provisions of Regulation Y of the Federal Reserve Board (12 C.F.R. 225 et seq.).

“ Person ” means an individual, a partnership, a corporation, a limited liability company, a limited liability, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“ Public Offering ” means any offering by the Corporation of its capital stock or equity securities to the public pursuant to an effective registration statement under the Securities Act of 1933, as then in effect, or any comparable statement under any similar federal statute then in force.

“ Purchase Agreement ” means that certain Preferred Stock Purchase Agreement, dated as of April 24, 2012, by and among the Corporation, Lovell Minnick Equity Partners III LP and Lovell Minnick Equity Partners III-A LP, as such agreement may from time to time be amended in accordance with its terms.

“ Purchase Price ” means, with respect to each share of Series C Preferred, the amount paid by the original holder thereof in connection with the acquisition of such share as finally determined pursuant to the terms, conditions and adjustments set forth in the Purchase Agreement.

“ Qualified Public Offering ” means any offering by the Corporation of its Equity Securities to the public pursuant to an effective registration statement under the Securities Act of 1933, as amended, or any comparable statement under any similar federal statute then in force that generates aggregate proceeds to the Corporation of at least $100 million prior to the exercise by the underwriters in such offering of any over-allotment option.

“ Series A Preferred ” means the Fixed Rate Cumulative Perpetual Preferred Stock, Series A, of the Corporation.

“ Series B Preferred ” means the Fixed Rate Cumulative Perpetual Preferred Stock, Series B, of the Corporation.

“ Subsidiary ” means any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by the Corporation or one or more of the other Subsidiaries of the Corporation or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by the Corporation or one or more Subsidiaries of the Corporation or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control the managing general partner of such limited liability company, partnership, association or other business entity.

“ Voting Securities ” means, at any time, shares of any class of capital stock of the Corporation that are then entitled to vote generally in the election of directors.

IN WITNESS WHEREOF, TriState Capital Holdings, Inc. has caused this Certificate of Designation to be signed by its duly authorized officer as of the day and year first set forth above.


TriState Capital Holdings, Inc.

By:
Name:		James F. Getz
Title:		Chairman and Chief Executive Officer

Entity #: 3651407

Date Filed: 08/07/2012

Carol Aichele

Secretary of the Commonwealth

PENNSYLVANIA DEPARTMENT OF STATE

CORPORATION BUREAU

Entity Number

3651407

Statement of Correction

(15 Pa.C.S. § 138)



Name CT - COUNTER			Document will be returned to the name and address you enter to the left.
Address


City	State	Zip Code
8531404-SOPA25



Fee: $70



In compliance with the requirements of 15 Pa.C.S. § 138 (relating to statement of correction) the undersigned association or other person, desiring to correct an inaccurate record of corporate or other action or correct defective or erroneous execution of a document, hereby states that:

1. The name of the association or other person is:

TriState Capital Holdings, Inc.

2. The (a) address of this association’s current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department):

(a) Number and Street

1001 Liberty Avenue, 11 ^th Floor

City

Pittsburgh

State

Zip

15222

County

Allegheny

(b) Name of Commercial Registered Office Provider

c/o:

County



3. The statute by or under which it was Incorporated or the preceding filing was made, in the case of a filing that does not constitute a part of the articles of incorporation of a corporation is; The Business Corporation Law of 1988

4. The inaccuracy or defect, which appears in Department of State form DCSB 15-1522-2 filed on August 6, 2012 is:

In the definition of “Purchase Agreement” in Part 15 of the Certificate of Designation of Perpetual Convertible Preferred Stock, Series C, set forth at Exhibit A, the parties identified as “Lovell Minnick Equity Partners III LP” and “Lovell Minnick Equity Partners III LP”

DSCB:15-138-2

Check one of the following:

The portion of the document requiring correction in corrected form is set forth in Exhibit A attached hereto and made a part hereof.

The original document to which this statement relates shall be deemed re-executed.

The original document to which this statement relates shall be deemed stricken from the records of the Department.

IN TESTIMONY WHEREOF, the undersigned association or other person has caused this statement to be signed by a duly authorized officer thereof or otherwise in its name this 7 ^th day of August 2012.

Leo A. Keevican, Jr.

Name

LOGO

Signature

Assistant Secretary

Title

EXHIBIT A

In the definition of “Purchase Agreement” in Part 15 of the Certificate of Designation of Perpetual Convertible Preferred Stock, Series C, set forth at Exhibit A, the parties identified as “Lovell Minnick Equity Partners III LP” and “Lovell Minnick Equity Partners III LP” should instead be revised to “LM III TriState Holdings LLC” and “LM III-A TriState Holdings LLC,” respectively.

Entity #: 3651407

Date Filed: 12/20/2012

Carol Aichele

Secretary of the Commonwealth

PENNSYLVANIA DEPARTMENT OF STATE

CORPORATION BUREAU

Articles of Amendment-Domestic Corporation

(15 Pa.C.S.)

Entity Number

3651407

X Business Corporation (§ 1915)

Nonprofit Corporation (§ 5915)


Name CT - COUNTER			Document will be returned to the name and address you enter to the left.
Address


City	State	Zip Code
8637547 SOPA 1



In compliance with the requirements of the applicable provisions (relating to articles of amendment), the undersigned, desiring to amend its articles, hereby states that:

1. The name of the corporation is: TriState Capital Holdings, Inc.

2. The (a) address of this corporation’s current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department);

(a) Number and Street

1001 Liberty Avenue, 11 ^th Floor

City

Pittsburgh

State

Zip

15222-3725

County

Allegheny

(b) Name of Commercial Registered Office Provider

County

3. The statute by or under which it was incorporated; Business Corporation Law of 1988

4. The date of its incorporation: May 25, 2006

5. Check, and if appropriate complete, one of the following:

X The amendment will be effective upon filing these Articles of Amendment in the Department of State.

DSCB:15-1915/5915-2

Check one of the following:

The amendment was adopted by the shareholders or members pursuant to 15 Pa.C.S. § 1914(a) and (b) or § 5914(a)

The amendment was adopted by the board of directors pursuant to 15 Pa. C.S. § 1914(c) or § 5914(b).

Check, and if appropriate, complete one of the following:

The amendment adopted by the corporation, set forth in full, is as follow

The amendment adopted by the corporation is set forth in full in Exhibit A attached hereto and made a part hereof.

Check if the amendment restates the Articles:

The restated Articles of Incorporation supersede the original articles and all amendments thereto.

IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer thereof this 19 ^th day of December 2012.

TriState Capital Holdings, Inc.

Name of Corporation

LOGO

Signature

Chairman and Chief Executive Officer

Title

EXHIBIT A

Article 4 of the Articles of Incorporation of the Corporation is hereby amended and restated in its entirety as set forth below:

Article 4. The aggregate number of shares of capital stock that the Corporation will have the authority to issue is 45,150,000 shares divided into two classes consisting of 45,000,000 shares of common stock, without par value (the “Common Stock”), and 150,000 shares of preferred stock, without par value (the “Preferred Stock”).

The shares of the Preferred Stock may be issued from time to time in series. Each series will be designated so to distinguish the shares thereof from the shares of all other series. All shares of any particular series will be identical except, If entitled to cumulative dividends, as to the date or dates from which dividends thereon will be cumulative. Any series of the Preferred Stock may differ from any other series with respect to any designation, preference, qualification, privilege, limitation, restriction, special or relative right, or other term or condition. The Board of Directors is expressly vested with authority to establish and designate any one or more series of the Preferred Stock by filing a certificate of designations pursuant to the Pennsylvania Business Corporation Law and to fix and determine by resolution any designations, preferences, qualifications, privileges, limitations, restrictions, special or relative rights, or other terms and conditions of any series created thereby. In the event that at any time the directors of the Corporation will have established and designated one or more series of the Preferred Stock consisting of a number of shares which constitutes less than all of the authorized number of the Preferred Stock, the remaining authorized preferred shares will be deemed to be shares of an undesignated series of the Preferred Stock until designated by the directors of the Corporation as being part of a series previously established or a new series then being established by the directors.

Article 9 of the Articles of Incorporation of the Corporation is hereby added as set forth below in its entirety:

Each of the following subchapters of Chapter 25 of the Pennsylvania Business Corporation Law of 1988, as amended (the “Act”), and any successor statute thereto will be inapplicable to the Corporation: (a) Subchapter E of Chapter 25 set forth at sections 2541-2548 of the Act, (b) Subchapter G of Chapter 25 set forth at sections 2561-2568 of the Act, and (c) Subchapter H of Chapter 25 set forth at sections 2571-2576 of the Act.

Entity #: 3651407

Date Filed: 12/20/2012

Carol Aichele

Secretary of the Commonwealth

PENNSYLVANIA DEPARTMENT OF STATE

CORPORATION BUREAU

Entity Number

3651407

Statement with Respect to Shares

Domestic Business Corporation

(15 Pa.C.S. § 1522)



Name CT - COUNTER			Document will be returned to the name and address you enter to the left.
Address


City	State	Zip Code
8637547 SOPA 8



Fee: $70



In compliance with the requirements of 15 Pa.C.S. § 1522(b) (relating to statement with respect to shares), the undersigned corporation, desiring to state the designation and voting rights, preferences, limitations, and special rights, if any, of a class or series of its shares, hereby states that:



1. The name of the corporation is: TriState Capital Holdings, Inc.

2. Check and complete one of the following:

The resolution amending the Articles under 15 Pa.C.S. § 1522(b) (relating to divisions and determinations by the board), set forth in full, is as follows:

X The resolution amending the Articles under 15 Pa.C.S. § 1522(b) is set forth in full in Exhibit A attached hereto and made a part hereof.

3. The aggregate number of shares of such class or series established and designated by (a) such resolution, (b) all prior statements, if any, filed under 15 Pa.C.S. § 1522 with respect thereto, and (c) any other provision of the Articles is 23,000 shares, provided that the ability of the company to issue said shares is hereby repealed as provided in Exhibit A attached hereto and made a part thereof.

DSCB:15-1522-2

4. The resolution was adopted by the Board of Directors or an authorized committee thereon on:

December 18, 2012

5. Check, and if appropriate complete, one of the following:

The resolution shall be effective upon the filing of this statement with respect to shares in the Department of State.

The resolution shall be effective on: at

Date Hour

IN TESTIMONY WHEREOF, the undersigned corporation has caused this statement to be signed by a duly authorized officer thereof this 18 ^th day of December 2012

TriState Capital Holdings, Inc.

Name of Corporation

LOGO

Signature

Chairman and Chief Executive Officer

Title

EXHIBIT A

REPEAL OF CERTIFICATE OF DESIGNATIONS

FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES B

TRISTATE CAPITAL HOLDINGS, INC.

TriState Capital Holdings, Inc., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania (the “ Issuer ”), in accordance with the provisions of §§ 1522(b) and (d) of the Pennsylvania Business Corporation Law of 1988, as amended, does hereby certify:

The Issuer previously filed with the Secretary of the Commonwealth of Pennsylvania on February 25, 2009 that certain Statement with Respect to Shares with the Certificate of Designations of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, of the Issuer attached thereto as Exhibit A (the “ Series A Certificate of Designation ”), which Series A Certificate of Designation created a series of 23,000 shares of Preferred Stock of the Issuer designated as “ Fixed Rate Cumulative Perpetual Preferred Stock, Series A .” There presently are no shares of the Fixed Rate Cumulative Perpetual Preferred Stock, Series A, issued and outstanding.

The board of directors of the Issuer in accordance with the Articles of Incorporation of the Issuer, as amended, and applicable law adopted the following resolutions on December 18, 2012 repealing the Series A Certificate of Designation:

NOW, THEREFORE, BE, IT HEREBY RESOLVED, that the repeal of Series A Certificate of Designation is hereby approved and that said certificate will be of no further force and effect;

FURTHER RESOLVED, that the filing with the Secretary of the Commonwealth of Pennsylvania of a Statement with Respect to Shares executed by the Chairman of the Board and Chief Executive Officer of the Issuer in legal form sufficient to effect the repeal of the Series A Certificate of Designation and provide that it is of no further force and effect is hereby authorized;

FURTHER RESOLVED, that the officers and counsel of the Issuer be, and each of them hereby is, authorized and empowered to do or cause to be done, in the name of and on behalf of the Issuer any and all such other acts and things (including, without limitation, the payment of filing fees) and to negotiate, execute, attest, seal, deliver and/or file in the name and on behalf of the Issuer any and all such agreements, consents, certificates, documents and instruments as any

S-1

such individual may deem necessary, advisable or appropriate to effectuate the foregoing resolutions or to implement the intent and purposes hereof, and any agreement, consent, certificate, document, or instrument so executed or act or thing so done or caused to be done by them, or any of them, will be conclusive evidence of their authority in so doing; and

FURTHER RESOLVED, that any and all acts heretofore or hereafter taken on behalf of the Issuer by any officer or counsel of the Issuer in connection with or related to the foregoing resolutions, be, and they hereby are, adopted, affirmed, approved and ratified in all respects as the acts and deeds of the Issuer.

S-2

Entity #: 3651407

Date Filed: 12/20/2012

Carol Aichele

Secretary of the Commonwealth

PENNSYLVANIA DEPARTMENT OF STATE

CORPORATION BUREAU

Entity Number

3651407

Statement with Respect to Shares

Domestic Business Corporation

(15 Pa.C.S. § 1522)


Name CT - COUNTER			Document will be returned to the name and address you enter to the left.
Address


City	State	Zip Code
8637547 SOPA 3



Fee: $70



In compliance with the requirements of 15 Pa.C.S. § 1522(b) (relating to statement with respect to shares), the undersigned corporation, desiring to state the designation and voting rights, preferences, limitations, and special rights, if any, of a class or series of its shares, hereby states that:



1. The name of the corporation is: TriState Capital Holdings, Inc.

2. Check and complete one of the following:

The resolution amending the Articles under 15 Pa.C.S. § 1522(b) (relating to divisions and determinations by the board), set forth in full, is as follows:



X The resolution amending the Articles under 15 Pa.C.S. § 1522(b) is set forth in full in Exhibit A attached hereto and made a part hereof.
3. The aggregate number of shares of such class or series established and designated by (a) such resolution, (b) all prior statements, if any, filed under 15 Pa.C.S. § 1522 with respect thereto, and (c) any other provision of the Articles is 1,150 shares, provided that the ability of the company to Issue said shares is hereby repealed as provided in Exhibit A attached hereto and made a part hereof.

DSCB:15-1522-2


4. The resolution was adopted by the Board of Directors or an authorized committee thereon on:
December 18, 2012

5. Check, and if appropriate complete, one of the following:
X The resolution shall be effective upon the filing of this statement with respect to shares in the Department of State.
The resolution shall be effective on: at
Date Hour

IN TESTIMONY WHEREOF, the undersigned corporation has caused this statement to be signed by a duly authorized officer thereof this 18 ^th day of December 2012

TriState Capital Holdings, Inc.

Name of Corporation

LOGO

Signature

Chairman and Chief Executive Officer

Title

EXHIBIT A

REPEAL OF CERTIFICATE OF DESIGNATIONS

FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES B

TRISTATE CAPITAL HOLDINGS, INC.

The Issuer previously filed with the Secretary of the Commonwealth of Pennsylvania on February 25, 2009 that certain Statement with Respect to Shares with the Certificate of Designations of Fixed Rate Cumulative Perpetual Preferred Stock, Series B, of the Issuer attached thereto as Exhibit A (the “ Series B Certificate of Designation ”), which Series B Certificate of Designation created a series of 1,150 shares of Preferred Stock of the Issuer designated as “ Fixed Rate Cumulative Perpetual Preferred Stock, Series B .” There presently are no shares of the Fixed Rate Cumulative Perpetual Preferred Stock, Series B, issued and outstanding.

NOW, THEREFORE, BE, IT HEREBY RESOLVED, that the repeal of Series B Certificate of Designation is hereby approved and that said certificate will be of no further force and effect;

FURTHER RESOLVED, that the filing with the Secretary of the Commonwealth of Pennsylvania of a Statement with Respect to Shares executed by the Chairman and Chief Executive Officer of the Issuer in legal form sufficient to effect the repeal of the Series B Certificate of Designation and provide that it is of no further force and effect is hereby authorized;

S-1

S-2

Exhibit 3.2

BY-LAWS

TRISTATE CAPITAL HOLDINGS, INC.

(as amended through January 19, 2013)

TABLE OF CONTENTS


Section	Page

1. SHAREHOLDERS		1

1.1 Annual Meeting		1

1.2 Special Meetings		1

1.3 Place of Meeting		1

1.4 Notice		1

1.5 Quorum		2

1.6 Adjournments		2

1.7 Action by Shareholders		2

1.8 Voting Rights of Shareholders		3

1.9 Proxies		3

1.10 Voting List		3

1.11 Determination of Shareholders of Record		4

1.12 Conduct of Shareholders Meetings		4

1.13 Voting by Fiduciaries and Pledgees		4

1.14 Voting by Joint Holders of Shares		5

1.15 Voting by Corporations		5

1.16 Election of Directors		5

1.17 Advance Notice of Shareholder Proposals		6

2. BOARD OF DIRECTORS		6

2.1 General		6

2.2 Number, Qualifications, Term of Office		6

2.3 Election		6

2.4 Vacancies		6

2.5 Nominations		6

2.6 Removal and Resignation		7

2.7 Regular Meetings		8

2.8 Special Meetings		8

2.9 Notice of Meetings		8

2.10 Quorum of and Action by Directors		8



2.11 Interested Directors or Officers; Quorum			8

2.12 Compensation			9

2.13 Presumption of Assent			9

2.14 Presiding Officer			9

3. COMMITTEES OF THE BOARD OF DIRECTORS			10

3.1 Committees of the Board of directors			10

3.2 Committee Rules			10

4. OFFICERS			10

4.1 Officers and Qualifications			10

4.2 Election, Term, and Vacancies			10

4.3 Removal; Resignation; Bond			11

4.4 Chairman; Chief Executive Officer			11

4.5 President			11

4.6 Vice Chairman and Chief Financial Officer			11

4.7 Vice Chairman			11

4.8 Vice Presidents			12

4.9 Secretary			12

4.10 Other Management Officers			12

4.11 Salaries			12

5. SHARE CERTIFICATES AND TRANSFERS			12

5.1 Certificates			12

5.2 Transfer of Shares			13

5.3 Registrar, Transfer Agent, Authenticating Trustee			13

5.4 Lost, Destroyed, or Stolen Certificates			13

6. MANNER OF GIVING NOTICE, WAIVER OF NOTICE, ACTION WITHOUT MEETING, MEETINGS BY CONFERENCE TELEPHONE, AND MODIFICATION OF PROPOSALS			13

6.1 Manner of Giving Notice			13

6.2 Waiver of Notice			14

6.3 Action by Unanimous Written Consent			14

6.4 Meetings by Means of Conference Telephone or Other Electronic Technology			14

6.5 Modification of Proposals			14



7. CERTAIN SHAREHOLDER RIGHTS			15

7.1 Financial Reports to Shareholders			15

7.2 Inspection of Corporate Records			15

8. PERSONAL LIABILITY, INDEMNIFICATION, AND INSURANCE			16

8.1 Personal Liability of Directors			16

8.2 Mandatory Indemnification of Directors and Certain Other Persons			16

8.3 Payment of indemnification			17

8.4 First Resort; Non-exclusivity of Rights			17

8.5 Funding			18

8.6 Insurance			18

8.8 Modification or Repeal			18

9. GENERAL PROVISIONS			18

9.1 Registered Office			18

9.2 Other Offices			19

9.3 Fiscal Year			19

9.4 Amendment of Bylaws			19

iii

BY-LAWS

TRISTATE CAPITAL HOLDINGS, INC.

1.	SHAREHOLDERS

1.1

Annual Meeting

An annual meeting of the shareholders shall be held in each calendar year, on a date and time fixed by the board of directors, for the purpose of electing directors and for the transaction of other business that may properly come before the meeting. If the day fixed for the annual meeting is a legal holiday in the state where the meeting is to be held, the meeting shall be held on the next succeeding business day.

1.2

Special Meetings

Special meetings of the shareholders may be called at any time (a) by the board of directors, (b) by shareholders entitled to cast at least ten percent (10%) of the votes that all shareholders are entitled to cast at the particular meeting, or (c) by the Chairman. Upon written request of any person who has duly called a special meeting, the Secretary shall fix the time of the meeting, which shall be held not more than sixty (60) days after the receipt of the request. If the Secretary neglects or refuses to fix the time of the meeting, the person or persons duly calling the meeting may do so.

1.3

Place of Meeting

All meetings of the shareholders shall be held at the executive office of the Corporation or at another place, within or outside the Commonwealth of Pennsylvania, designated by the board of directors from time to time. A meeting need not be held at a particular geographic location if it is held by means of the Internet or other electronic communications technology in a fashion that allows all shareholders to have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the shareholders, and pose questions to the directors.

1.4

Notice

Except as provided in section 1.6 of these bylaws, written notice of every meeting of the shareholders shall be given by, or at the direction of, the Secretary or other authorized person or, if he or she neglects or refuses to do so, may be given by the person or persons calling the meeting, to each shareholder of record entitled to vote at the meeting, at least ten (10) days prior to the day named for a meeting that will consider a fundamental transaction under 15 Pa.C.S. ch. 19 or at least five (5) days prior to the day named for a meeting in all other cases, unless a greater period of notice is required by statute in the particular case. The notice of meeting shall specify the place, day, and hour of the meeting and, in the case of a special meeting, the general nature of the business to be transacted. If applicable, the notice shall also state that the purpose, or one of the purposes, of the meeting is to consider the adoption, amendment, or repeal of these bylaws; in this case, the notice shall include, or be accompanied by, a copy of the proposed amendment or a summary of the changes to be effected by the amendment.

1.5

Quorum

A shareholders meeting duly called shall not be organized for the transaction of business unless a quorum is present. The presence in person or by proxy of shareholders entitled to cast at least a majority of the votes that all shareholders are entitled to cast on a particular matter to be acted upon at the meeting shall constitute a quorum for the purposes of consideration and action on the matter. The shareholders present at a duly organized meeting can continue to do business until adjournment notwithstanding the withdrawal of enough shareholders to leave less than a quorum. If a meeting cannot be organized because a quorum has not attended, those present may adjourn the meeting to a time and place they may determine. Those shareholders entitled to vote who attend a meeting called for the election of directors that has previously been adjourned for lack of a quorum, although less than a quorum as fixed herein, shall nevertheless constitute a quorum for the purpose of electing directors. In other cases, those shareholders entitled to vote who attend a meeting of shareholders that has been previously adjourned for one or more periods totaling at least fifteen (15) days because of an absence of a quorum, although less than a quorum as fixed herein, shall nevertheless constitute a quorum for the purpose of acting upon any matter set forth in the notice of the meeting, provided that the notice of the meeting states that those shareholders who attend such adjourned meeting shall nevertheless constitute a quorum for the purpose of acting upon the matter set forth in the notice.

1.6

Adjournments

Adjournment or adjournments of any annual or special meeting of shareholders, other than one at which directors are to be elected, may be taken for any periods that the presiding officer of the meeting or the shareholders present in person or by proxy and entitled to vote shall direct. A meeting at which directors are to be elected shall be adjourned only from day to day, or for longer periods not exceeding fifteen (15) days each as the shareholders present and entitled to vote shall direct, until the directors have been elected. When a meeting of shareholders is adjourned, it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted at the adjourned meeting other than by announcement at the meeting at which the adjournment is taken, unless the board of directors fixes a new record date for the adjourned meeting or unless notice of the business to be transacted was required by the Pennsylvania Business Corporation Law of 1988, as it may be amended, to be set forth in the original notice of the meeting and such notice had not been previously given.

1.7

Action by Shareholders

Whenever any corporate action is to be taken by vote of the shareholders at a meeting, it shall be authorized upon receiving the affirmative vote of a majority of the votes cast by all shareholders entitled to vote on the matter, and if any shareholders are entitled to vote on the matter as a class, upon receiving the affirmative vote of a majority of the votes cast by the shareholders entitled to vote as a class on the matter, except where a different vote is required by law or the articles or these bylaws.

1.8

Voting Rights of Shareholders

Unless otherwise provided in the articles or any certificate of designation of preferred stock, every shareholder shall be entitled to one vote for every share outstanding in such shareholder’s name on the books of the Corporation (with the holders of preferred stock voting on an as-converted basis). Cumulative voting shall not be permitted.

1.9

Proxies

Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such shareholder by proxy. The presence of, or vote or other action at a meeting of shareholders, or the expression of consent or dissent to corporate action in writing, by a proxy of a shareholder shall constitute the presence of, or vote or action by, or written consent or dissent of the shareholder. Every proxy shall be executed in writing or authenticated by the shareholder or by the duly authorized attorney-in-fact of the shareholder and filed with, or transmitted to, the Secretary of the Corporation. A telegram, telex, cablegram, datagram, e-mail, Internet communication, or other or similar electronic transmission from a shareholder or attorney-in-fact, or a photographic, facsimile, or similar reproduction of a writing executed by a shareholder or attorney-in-fact shall be treated as properly executed if it sets forth a confidential and unique identification number or other mark furnished by the Corporation to the shareholder for purposes of a particular meeting or transaction. Notwithstanding any other agreement or any provision in the proxy to the contrary, a proxy shall be revocable at will unless coupled with an interest, but the revocation of a proxy shall not be effective until written notice of the revocation has been given to the Secretary of the Corporation. An unrevoked proxy shall not be valid after three years from the date of its execution unless a longer time is expressly provided therein. A proxy shall not be revoked by the death or incapacity of the maker unless, before the vote is counted or the authority is exercised, written notice of such death or incapacity is given to the Secretary of the Corporation. Where two or more proxies of a shareholder are present, the Corporation shall, unless otherwise expressly provided in the proxy, accept as the vote of all shares represented thereby the vote cast by a majority of them and, if a majority of the proxies cannot agree whether the shares represented shall be voted or upon the manner of voting the shares, the voting of the shares shall be divided equally among those persons.

1.10

Voting List

The officer or agent having charge of the transfer books for shares of the Corporation shall make a complete list of the shareholders entitled to vote at any meeting of shareholders, arranged in alphabetical order, with the address of and the number of shares held by each. The list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purposes thereof. Failure to comply with the requirements of this bylaw shall not affect the validity of any action taken at a meeting prior to a demand at the meeting by any shareholder entitled to vote at the meeting to examine the list.

1.11

Determination of Shareholders of Record

(a) The board of directors may fix a time prior to the date of any meeting of shareholders as a record date for the determination of the shareholders entitled to notice of or to vote at, the meeting; this time, except in the case of an adjourned meeting, shall be not more than ninety (90) days prior to the date of the meeting of shareholders. Only shareholders of record on the date fixed shall be entitled to notice of or to vote at, such meeting, notwithstanding any transfer of shares on the books of the Corporation after the record date so fixed. The board of directors may similarly fix a record date for the determination of shareholders of record for payment of dividends or for any other purpose. When a determination of shareholders of record has been made as provided in this bylaw for purposes of a meeting, the determination shall apply to any adjournment unless the board of directors fixes a new record date for the adjourned meeting.

(b) If a record date is not fixed:

(i) The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day immediately preceding the day on which the meeting is held.

(ii) The record date for determining shareholders entitled to express consent or dissent to corporate action in writing without a meeting, when prior action by the board of directors is not necessary, or to call a special meeting of the shareholders or to propose an amendment of the articles, shall be the close of business on the day on which the first written consent or dissent, request for special meeting, or petition proposing an amendment of the articles is filed with the Secretary of the Corporation.

(iii) The record date for determining shareholders for any other purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

1.12

Conduct of Shareholders Meetings

All meetings of the shareholders shall be called to order and presided over by the Chairman, or in the Chairman’s absence, by the President, or, in the absence of the President, by an officer or director of the Corporation appointed by the President, or, if none of those persons is present, by a chairman of the meeting elected by the shareholders. The presiding officer shall determine the order of business and shall have authority to establish fair rules for the conduct of the meeting. The presiding officer shall announce at the meeting when the polls close for each matter voted upon. After the polls close, no ballots, proxies, or votes, nor any revocations or changes thereof, may be accepted.

1.13

Voting by Fiduciaries and Pledgees

Shares of the Corporation standing in the name of a trustee or other fiduciary and shares held by an assignee for the benefit of creditors or by a receiver may be voted either in person or by proxy by the trustee, fiduciary, assignee, or receiver. A shareholder whose shares are pledged shall be

entitled to vote the shares, in person or by proxy, until the shares have been transferred into the name of the pledgee or a nominee of the pledgee.

1.14

Voting by Joint Holders of Shares

Where shares of the Corporation are held jointly or as tenants in common by two or more persons, as fiduciaries or otherwise: (a) if only one or more of the persons is present in person or by proxy, all of the shares standing in the names of the persons shall be deemed to be represented for the purpose of determining a quorum, and the Corporation shall accept as the vote of all such shares the vote cast by the person or a majority of persons who are present; and (b) if the persons present are equally divided upon whether the shares held by them shall be voted or upon the manner of voting the shares, the voting of the shares shall be divided equally among the persons present without prejudice to the rights of the joint owners or the beneficial owners thereof among themselves. Notwithstanding the foregoing, if there has been filed with the Secretary of the Corporation a copy, certified by an attorney-at-law to be correct, of the relevant portions of the agreement under which such shares are held or the instrument by which the trust or estate was created or the order of court appointing them or of an order of court directing the voting of such shares, the persons specified as having such voting power in the latest document so filed, and only those persons, shall be entitled to vote the shares, but only in accordance with the document.

1.15

Voting by Corporations

Any other domestic or foreign corporation, for-profit or not-for-profit, that is a shareholder of the Corporation may vote by any of its officers or agents, or by proxy appointed by any such officer or agent, unless some other person, by resolution of its board of directors or pursuant to a provision of its articles or bylaws, a copy of which resolution or provision certified to be correct by one of its officers has been filed with the Secretary of the Corporation, is appointed its general or special proxy, in which case such person shall be entitled to vote the shares. Shares of the Corporation owned, directly or indirectly, by the Corporation and controlled, directly or indirectly, by the board of directors of the Corporation, as such, shall not be voted at any meeting and shall not be counted in determining the total number of outstanding shares for voting purposes at any given time.

1.16

Election of Directors

1.17

Advance Notice of Shareholder Proposals

Only proposals that are submitted in writing by a shareholder to the Secretary of the Corporation at least sixty (60) days prior to the anniversary of the immediately preceding annual meeting of shareholders may be acted upon at the annual meeting of shareholders.

2.	BOARD OF DIRECTORS

2.1

General

All powers vested by law in the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the board of directors.

2.2

Number, Qualifications, Term of Office

The board of directors of the Corporation shall consist of not less than five (5) nor more than fourteen (14) directors, the exact number to be set from time to time by resolution of the board of directors. The board of directors shall consist of four classes of directors, each class having as nearly as possible the same number of directors. The term of the classes of directors shall be four (4) years and shall be staggered so that one class of directors is elected each year. Each director shall hold office until the expiration of the term for which he or she was elected and until the director’s successor has been elected and qualified or until the director’s earlier death, resignation, or removal. Each director shall be a natural person of full age but need not be a resident of Pennsylvania or a shareholder of the Corporation.

2.3

Election

Directors of the Corporation shall be elected by the shareholders except as provided in section 2.4 of these bylaws.

2.4

Vacancies

Vacancies in the board of directors, including vacancies resulting from an increase in the number of directors, may be filled by a majority vote of the remaining members of the board of directors, though less than a quorum, or by a sole remaining director, and each person so selected shall be a director to serve for the balance of the unexpired term and until his or her successor has been selected and qualified or until his or her earlier death, resignation, or removal. When one or more directors resign from the board of directors effective at a future date, the directors then in office, including those who have resigned, shall have power by the applicable vote to fill the vacancies, the vote thereon to take effect when the resignations become effective.

2.5

Nominations

Nominations for election to the board of directors may be made by the board of directors or by any shareholder of the Corporation entitled to notice of, and to vote at, any meeting called for the election of directors. Nominations, other than those made by or on behalf of the board of directors of the Corporation, shall be made in writing and shall be received by the Secretary of

the Corporation not later than (a) with respect to an election of directors to be held at an annual meeting of shareholders, sixty (60) days prior to the anniversary date of the immediately preceding annual meeting, and (b) with respect to an election of directors to be held at a special meeting of shareholders, the close of business on the fifteenth (15 ^th ) day following the date on which notice of the meeting is first given to shareholders or public disclosure of the meeting is made. Such notification shall contain the following information to the extent known to the notifying shareholder: (i) the name and residence address of each proposed nominee and of the notifying shareholder; (ii) the principal occupation of each proposed nominee; (iii) a representation that the notifying shareholder intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (iv) the total number of shares of the Corporation that will be voted for each proposed nominee; (v) the total number of shares of the Corporation owned by the notifying shareholder; (vi) a description of all arrangements or understandings between the notifying shareholder and each nominee and any other person or persons (naming that person or persons) pursuant to which the nomination or nominations are to be made by the notifying shareholder; (vii) any other information regarding each nominee proposed by the shareholder that is required to be included in a proxy statement filed with the Securities and Exchange Commission; and (viii) the consent of each nominee to serve as a director of the Corporation, if so elected. If the information submitted to the Corporation within the time prescribed above is determined by the Secretary of the Corporation to be deficient in any manner, the Secretary shall advise the notifying shareholder in writing of the deficiencies not later than the close of business on the fifth (5th) day following the date that the Corporation first received written notice of the nomination made by the notifying shareholder. The notifying shareholder must thereafter cure such deficiencies by sending a revised notification to the Secretary of the Corporation setting forth the required information, which must be received by the Secretary in writing not later than the fifth (5th) day following the date that the notifying shareholder received notice from the Corporation of the deficiencies in the notifying shareholder’s written nomination. Notwithstanding the above, these nominating procedures shall not apply to any special meeting of the shareholders of the Corporation called for the election of directors wherein notice of the meeting was not given to shareholders at least twenty (20) days prior to the day named for the meeting.

2.6

Removal and Resignation

(a) Removal by action of the shareholders . The entire board of directors, or any individual director may be removed from office by the shareholders only as set forth in the articles of incorporation or applicable law.

(b) Amendment or repeal . The repeal of the provisions of these bylaws prohibiting, or the addition of a provision to these bylaws permitting, the removal by the shareholders of the board of directors, a class of the board, or a director without assigning any cause shall not be applicable to any incumbent director during the balance of the term for which the director was selected.

(c) Removal by action of the directors . The board of directors may declare vacant the office of a director if that director:

(i) has been judicially declared of unsound mind;

(ii) has been convicted of an offense punishable by imprisonment for a term of more than one year; or

(iii) if within sixty (60) days after notice of his or her election, the director does not accept the office either in writing or by attending a meeting of the board of directors and fulfilling other requirements of qualification that these bylaws or the articles may provide.

(d) Resignation . Any director may resign at any time from his or her position as a director of the Corporation upon written notice to the Corporation. The resignation shall be effective upon its receipt by the Corporation or at a later time as may be specified in the notice of resignation.

2.7

Regular Meetings

The board of directors shall hold an annual meeting for the election of officers and the transaction of other proper business either as soon as practical after, and at the same place as, the annual meeting of shareholders or at another day, hour, and place fixed by the board of directors. The board of directors may designate by resolution the day, hour, and place, within or outside the Commonwealth of Pennsylvania, of other regular meetings.

2.8

Special Meetings

Special meetings of the board of directors may be called by the Chairman, or by any member of the board. The person or persons calling the special meeting may fix the day, hour, and place, within or outside the Commonwealth of Pennsylvania, of the meeting.

2.9

Notice of Meetings

No notice of any regular meeting of the board of directors need be given. Written notice of each special meeting of the board, specifying the place, day, and hour of the meeting, shall be given to each director at least 48 hours before the time set for the meeting. Neither the business to be transacted at, nor the purpose of, any annual, regular, or special meeting of the board of directors need be specified in the notice of the meeting.

2.10

Quorum of and Action by Directors

A majority of the directors in office shall constitute a quorum for the transaction of business, and the acts of a majority of directors present and voting at a meeting at which a quorum is present shall be the acts of the board of directors except where a different vote is required by law or the articles or these bylaws. Every director shall be entitled to one vote.

2.11

Interested Directors or Officers; Quorum

A contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other domestic or foreign corporation, for-profit or not-for-profit, partnership, joint venture, trust, or other enterprise in which one or more of the Corporation’s directors or officers are directors or officers or have a financial or other interest,

shall not be void or voidable solely for that reason, or solely because the common or interested director or officer is present at or participates in the meeting of the board of directors that authorizes the contract or transaction, or solely because the common or interested director’s or officer’s vote is counted for such purpose, if: (1) the material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors and the board authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors even though the disinterested directors are less than a quorum; or (2) the material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote on the matter, and the contract or transaction is specifically approved in good faith by vote of those shareholders; or (3) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved, or ratified by the board of directors or the shareholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors that authorizes a contract or transaction specified in this section 2.11.

2.12

Compensation

By resolution of the board of directors, each director may be paid his or her expenses, if any, of attendance at each meeting of the board or committee thereof, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the board or committee thereof or both; provided, however, that, if the board determines that it will pay such fees to any director, then all non-management members of the board shall receive compensation in the same manner. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation for it, and a director may be a salaried officer or employee of the Corporation.

2.13

Presumption of Assent

A director of the Corporation who is present at a meeting of the board of directors, or of a committee of the board, at which action on any corporate matter is taken on which the director is generally competent to act, shall be presumed to have assented to the action taken unless his or her dissent is entered in the minutes of the meeting or unless the director files his or her written dissent to the action with the secretary of the meeting before its adjournment or transmits the dissent in writing to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of the action. Nothing in this section shall bar a director from asserting that minutes of a meeting incorrectly omitted the director’s dissent if, promptly upon receipt of a copy of the minutes, the director notifies the Secretary, in writing, of the asserted omission or inaccuracy.

2.14

Presiding Officer

All meetings of the board of directors shall be called to order and presided over by the Chairman, if any, or, if there is no Chairman or in the Chairman’s absence, by the President or, in the absence of the Chairman and President, by a director appointed by the Chairman or, if none of those persons is present, by a chairman of the meeting elected at the meeting by the board.

3.	COMMITTEES OF THE BOARD

3.1

Committees of the Board

The board of directors may, by resolution adopted by a majority of the directors in office, establish one or more committees, each committee to consist of one or more of the directors of the Corporation. The board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee or for purposes of any written action of the committee. A committee, to the extent provided in the resolution of the board of directors creating it, shall have and may exercise all of the powers and authority of the board except as limited by law. Each committee of the board of directors shall serve at the pleasure of the board.

3.2

Committee Rules

Unless the board of directors provides otherwise by resolution, each committee shall conduct its business and take action in the same manner as the board conducts its business pursuant to the articles of the Corporation and these bylaws. In the absence of a resolution of the board of directors to the contrary, a majority of the entire authorized number of members of a committee shall be necessary to constitute a quorum for the transaction of business; the acts of a majority of the members present at a meeting if a quorum is then present shall be the acts of the committee, and in other respects, each committee shall conduct its business and take action in the same manner as the board conducts its business pursuant to the articles of the Corporation and these bylaws.

4.	OFFICERS

4.1

Officers and Qualifications

The Corporation shall have a chairman and chief executive officer, a vice chairman and chief financial officer, a president, and a secretary, each of whom shall be elected or appointed by the board of directors. The board of directors may also elect a one or more vice chairmans, one or more vice presidents, and any other officers and assistant officers that the board deems necessary or advisable. All officers shall be natural persons of full age. Any two or more offices may be held by the same person. It shall not be necessary for officers to be directors of the Corporation, and as between themselves and the Corporation, they shall have the authority and perform the duties in the management of the Corporation that are provided by or pursuant to these bylaws or that are determined by or pursuant to resolutions or orders of the board of directors.

4.2

Election, Term, and Vacancies

The officers and assistant officers of the Corporation shall be elected by the board of directors at the annual meeting of the board or from time to time as the board shall determine and each officer shall hold office at the pleasure of the board or until the officer’s earlier death, resignation, or removal. A vacancy in any office occurring in any manner may be filled by the board of directors and, if the office is one for which these bylaws prescribe a term, shall be filled for the unexpired portion of the term.

4.3

Removal; Resignation; Bond

(a) Removal . Any officer or agent of the Corporation may be removed by the board of directors with or without cause, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

(b) Resignation . Any officer may resign at any time upon written notice to the Corporation. The resignation shall be effective upon its receipt by the Corporation or at a later time as specified in the notice of resignation.

4.4

Chairman of the Board and Chief Executive Officer

The Chairman and Chief Executive Officer will be responsible for setting the Corporation’s overall strategy. He will monitor the Corporation’s performance through the President and Vice Chairman and Chief Financial Officer, who will report directly to him. He will chair the Loan Committee and Asset and Liability Committee. As Chairman, he will coordinate and oversee the fiduciary responsibilities of the Corporation to its shareholders.

4.5

President

The President will be responsible for execution of the Corporation’s strategy. He will be responsible for the public and customer image of the Corporation. The Senior Vice President-Marketing and the Chief Lending Officer will report directly to him. He will report directly to the Chairman and CEO or, if the President and the Chairman and the CEO are the same person, to the board of directors.

4.6

Vice Chairman and Chief Financial Officer

The Vice Chairman and Chief Financial Officer will be responsible for operations and administration as well as treasury and accounting. He will coordinate the interaction between the Bank and internal and external audit activity. The Senior Vice President-Operations and the Chief Accounting Officer will report directly to him.

4.7

Vice Chairman

Each Vice Chairman, if any, shall perform the duties that may be assigned to him or her by the board of directors or the Chief Executive Officer. In the absence of the Chairman and Chief Executive Officer and the Vice Chairman and Chief Financial Officer, the most senior Vice Chairman shall perform the duties of the Chairman at any meeting of the board of directors.

4.8

Vice Presidents

Each Vice President, if any, shall perform the duties that may be assigned to him or her by the board of directors or the President. In the absence or disability of the President, the most senior in rank of the Vice Presidents, if any, shall perform the duties of the President.

4.9

Secretary

The Secretary shall (a) keep or cause to be kept the minutes of all meetings of the shareholders, the board of directors, and any committees of the board in one or more books kept for that purpose, (b) have custody of the corporate records, stock books, and stock ledgers of the Corporation, (c) keep or cause to be kept a register of the address of each shareholder, which address has been furnished to the Secretary by each shareholder, (d) see that all notices are duly given in accordance with law, the articles, and these bylaws, and (e) in general perform all the usual duties incident to the office of Secretary and any other duties that may be assigned to him or her by the board or the Chairman and Chief Executive Officer. The Secretary may delegate any of his or her duties to any management officer or to any duly elected or appointed assistant secretary and may delegate custody of the Corporation’s stock books, stock ledgers, shareholder lists, and the like to a duly appointed stock transfer agent and/or registrar or, in the case of records regarding debt instruments, to an indenture or bond trustee, registrar, or similar entity.

4.10

Other Management Officers

The Chairman and Chief Executive Officer may, subject to ratification by the board of directors, select and appoint other management officers as the Chairman and Chief Executive Officer deems advisable, who shall have the authority and perform the duties that may from time to time be prescribed by the board or assigned by the Chairman and Chief Executive Officer.

4.11

Salaries

Unless otherwise provided by the board of directors, the salaries of each of the executive officers elected by the board shall be fixed from time to time by the Compensation Committee of the board, and the salaries of all other officers of the Corporation shall be fixed from time to time by the Chairman and Chief Executive Officer or such other person as may be designated from time to time by the Chairman and Chief Executive Officer or the board.

5.	SHARE CERTIFICATES AND TRANSFERS

5.1

Certificates

Share certificates shall be in the form approved by the board of directors and shall state: (a) that the Corporation is incorporated under the laws of the Commonwealth of Pennsylvania, (b) the name of the person to whom issued, and (c) the number and class of shares and the designation of the series, if any, that the share certificate represents.

In the event that the Corporation is authorized to issue shares of more than one class or series, each share certificate shall also state, on the face or back of the certificate, that the Corporation will furnish to any shareholder upon request and without charge a full or summary statement of

the designations, voting rights, preferences, limitations, and special rights of the shares of each class or series authorized to be issued so far as they have been fixed and determined and the authority of the board of directors to fix and determine the designations, voting rights, preferences, limitations, and special rights of the classes and series of shares of the Corporation.

Every share certificate shall be executed by facsimile or otherwise, by or on behalf of the Corporation, by the Chairman and Chief Executive Officer, the President or any Vice President and countersigned by the Vice Chairman and Chief Financial Officer or by the Secretary.

5.2

Transfer of Shares

Transfer of shares of the Corporation shall be made only on the stock transfer records of the Corporation. Transfers shall be made by the Corporation or its duly authorized agent as required by law. The Corporation shall be entitled to treat the person in whose name shares stand on the books of the Corporation as the owner thereof for all purposes.

5.3

Registrar, Transfer Agent, Authenticating Trustee

The Corporation may, but need not, designate another organization to act as authenticating trustee, transfer agent, registrar, or other agent for the Corporation in the registration of transfers of its securities, the issuance of new securities, or the cancellation of surrendered securities, and to perform other functions as agent for the Corporation as the Corporation may deem appropriate.

5.4

Lost, Destroyed, or Stolen Certificates

If the registered owner of a share certificate claims that the security has been lost, destroyed, or wrongfully taken, another may be issued in lieu thereof in a manner and upon the terms authorized by the board of directors, and shall be issued in place of the original security, in accordance with 13 Pa.C.S. § 8405(a), if the owner: (a) so requests before the Corporation has notice that the security has been acquired by a bona fide purchaser; (b) files with the Corporation a sufficient indemnity bond; and (c) satisfies any other reasonable requirements imposed by the Corporation.

6.	MANNER OF GIVING NOTICE, WAIVER OF NOTICE, ACTION WITHOUT MEETING, MEETINGS BY CONFERENCE TELEPHONE, AND MODIFICATION OF PROPOSALS

6.1

Manner of Giving Notice

Whenever written notice is required to be given to any person under the provisions of the Pennsylvania Business Corporation Law, as it may be amended, or by the articles or these bylaws, it may be given to the person either personally or by sending a copy thereof by first-class or express mail, postage prepaid, or by courier service, charges prepaid, to the shareholder’s address appearing on the books of the Corporation or, in the case of directors, supplied by the director to the Corporation for the purpose of notice, or by facsimile transmission, e-mail, or other electronic communication to the facsimile number or address for e-mail or other electronic communication supplied to the Corporation by the recipient for purpose of notice. Notice sent by

mail or by courier service shall be deemed to have been given when deposited in the United States mail or courier service for delivery or, in the case of facsimile, e-mail, or other electronic communication, when sent.

6.2

Waiver of Notice

Whenever any written notice is required to be given by statute or the articles or these bylaws, a waiver thereof in writing, signed by the person or persons entitled to the notice, whether before or after the time stated in it, shall be deemed equivalent to the giving of the notice. Neither the business to be transacted at, nor the purpose of, a meeting need be specified in the waiver of notice of such meeting. Attendance of a person, either in person or by proxy, at any meeting shall constitute a waiver of notice of the meeting, except where the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.

6.3

Action by Unanimous Written Consent

Any action required or permitted to be taken at a meeting of the shareholders, of a class of shareholders, or the directors, or of any committee of directors may be taken without a meeting if, prior or subsequent to the action, a consent or consents thereto in writing setting forth the action taken is signed by all the shareholders who would be entitled to vote at a meeting for that purpose, or by all of the directors in office, or by all of the members of such committee in office, as the case may be, and is filed with the Secretary of the Corporation.

6.4

Meetings by Means of Conference Telephone or Other Electronic Technology

(a) One or more persons may participate in a meeting of the directors, or of any committee of directors, by means of conference telephone or electronic technology by means of which all persons participating in the meeting can hear each other. Such participation shall constitute presence in person at the meeting.

(b) Participation, including voting and taking other action, at a meeting of shareholders or the expression of consent or dissent to corporate action by a shareholder by conference telephone or other electronic means, including, without limitation, the Internet, shall constitute the presence of or vote or action by, or consent or dissent of, the shareholder.

6.5

Modification of Proposals

Whenever the language of a proposed resolution is included in a written notice of a meeting required to be given by statute or by the articles or these bylaws, the meeting considering the resolution may without further notice adopt it with any clarifying or other amendments that do not enlarge its original purpose.

7.	CERTAIN SHAREHOLDER RIGHTS

7.1

Financial Reports to Shareholders

Unless otherwise agreed between the Corporation and a shareholder and until such time as the Corporation will have become a public company pursuant to the offering of any of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended, or any comparable statement under any similar federal statute then in force, the Corporation shall furnish to its shareholders annual financial statements, including at least a balance sheet as of the end of each fiscal year and a statement of income and expenses for the fiscal year. The financial statements shall be prepared on the basis of generally accepted accounting principles, if the Corporation prepares financial statements for the fiscal year on that basis for any purpose, and may be consolidated statements of the Corporation and one or more of its subsidiaries. The financial statements shall be mailed by the Corporation to each of its shareholders entitled to them within 120 days after the close of each fiscal year and, after the mailing and upon written request, shall be mailed by the Corporation to any shareholder or beneficial owner entitled to them to whom a copy of the most recent annual financial statements has not previously been mailed. In lieu of mailing the statements, the Corporation may send them by facsimile, e-mail, or other electronic transmission to any shareholder who has supplied the Corporation with a facsimile number or address for electronic transmission for the purpose of receiving financial statements from the Corporation. Statements that are audited or reviewed by a public accountant shall be accompanied by the report of the accountant; otherwise, each copy shall be accompanied by a statement of the person in charge of the financial records of the Corporation:

(1) Stating his or her reasonable belief as to whether or not the financial statements were prepared in accordance with generally accepted accounting principles and, if not, describing the basis of presentation; and

(2) Describing any material respects in which the financial statements were not prepared on a basis consistent with those prepared for the previous year.

7.2

Inspection of Corporate Records

Every shareholder shall, upon written verified demand stating the purpose thereof, have a right to examine, in person or by agent or attorney, during the usual hours for business for any proper purpose, the share register, books, and records of account, and records of the proceedings of the incorporators, shareholders, and directors and to make copies or extracts from them. A proper purpose shall mean a purpose reasonably related to the interest of the person as a shareholder. In every instance where an attorney or other agent is the person who seeks the right of inspection, the demand shall be accompanied by a verified power of attorney or other writing that authorizes the attorney or other agent to act on behalf of the shareholder for this purpose. The demand shall be directed to the Corporation at its registered office in Pennsylvania or at its principal place of business wherever situated or in care of the person in charge of an actual business office of the Corporation.

8.	PERSONAL LIABILITY, INDEMNIFICATION, AND INSURANCE

8.1

Personal Liability of Directors

A director of the Corporation shall not be personally liable for monetary damages for any action taken, or any failure to take any action, unless as set forth in 15 Pa.C.S. §§ 1711-1718, the director has breached or failed to perform the duties of his or her office referenced thereunder and such breach or failure to perform constitutes self-dealing, willful misconduct, or recklessness; provided, however, that the foregoing provision shall not eliminate or limit (a) the responsibility or liability of the director pursuant to any criminal statute, or (b) the liability of a director for the payment of taxes pursuant to local, state, or Federal law. Any repeal, modification, or adoption of any provision inconsistent with this section 8.1 of these bylaws shall be prospective only, and neither the repeal or modification of this bylaw nor the adoption of any provision inconsistent with this bylaw shall adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modification or the adoption of such inconsistent provision.

8.2

Mandatory Indemnification of Directors and Certain Other Persons

(a) The Corporation shall indemnify and hold harmless to the full extent not prohibited by law, as it exists or may be amended, interpreted, or implemented (but, in the case of any amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than are permitted the Corporation to provide prior to such amendment), each person who was or is made a party or is threatened to be made a party to or is otherwise involved in (as a witness or otherwise) any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether or not by or in the right of the Corporation or otherwise (hereinafter, a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the heir, executor, or administrator, is or was a director of the Corporation, or where the basis of such proceeding is any alleged action or failure to take any action by such person while acting in an official capacity as a director of the Corporation (the “Indemnified Persons”), against all expenses, liabilities and losses, including but not limited to attorneys’ fees, judgments, fines, ERISA excise taxes, or penalties and amounts paid or to be paid in settlement (whether with or without court approval), actually incurred or paid by such Indemnified Person in connection therewith.

(b) Notwithstanding the foregoing, except as provided in section 8.3 below, the Corporation shall indemnify any such Indemnified Person seeking indemnification in connection with a proceeding (or part thereof) initiated by that Indemnified Person only if such proceeding (or part thereof) was authorized by the board of directors.

(c) Subject to the limitation set forth above concerning proceedings initiated by the Indemnified Person seeking indemnification, the right to indemnification conferred in this section 8.2 shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding (or part thereof) or in enforcing his or her rights under this section 8.2 in advance of the final disposition promptly after receipt by the Corporation of a request therefor stating in reasonable detail the expenses incurred; provided, however, that to the extent required by law, the payment of such expenses incurred by a director

of the Corporation in advance of the final disposition of a proceeding shall be made only upon receipt of an undertaking, by or on behalf of the Indemnified Person, to repay all amounts so advanced if and to the extent it shall ultimately be determined by a court that he or she is not entitled to be indemnified by the Corporation under this section or otherwise.

(d) The right to indemnification and advancement of expenses provided herein shall continue as to an Indemnified Person who has ceased to be a director of the Corporation or to serve in any of the other capacities described herein, and shall inure to the benefit of the heirs, executors, and administrators of that Indemnified Person.

8.3

Payment of Indemnification

If a claim for indemnification under section 8.2 of these bylaws is not paid in full by the Corporation within thirty (30) days after a written claim for indemnification has been received by the Corporation, the claimant may, at any time thereafter, bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part on the merits or otherwise in establishing his or her right to indemnification or to the advancement of expenses, the claimant shall be entitled to be paid also the expense of prosecuting such claim.

8.4

First Resort; Non-exclusivity of Rights

The Corporation shall be the indemnitor of first resort with respect to indemnifiable claims against Indemnified Persons, such that the Corporation’s obligations to such Indemnified Persons are primary and any obligation of any other party to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Indemnified Person is secondary. The Corporation shall advance the full amount of expenses incurred by such Indemnified Person and shall be liable for the full amount of all expenses, judgments, penalties fines and amounts paid in settlement to the extent legally permitted and as required by this Article 8 or any agreement between the bank and such Indemnified Persons, without regard to any rights such Indemnified Persons may have against any other party. The Corporation hereby irrevocably waives, relinquishes and releases all other persons from any and all claims against such parties for contribution, subrogation or any other recovery of any kind in respect of any indemnification of the Indemnified Persons by the Corporation under this Article 8. The Corporation shall indemnify the Indemnified Persons directly for any amounts that another party has provided as indemnification or advancement on behalf of any such Indemnified Person and for which such Indemnified Person may be entitled to indemnification from the Corporation in connection with serving as a director or officer of the Corporation or its subsidiaries. No advancement or payment by any other party on behalf of any such Indemnified Person with respect to any claim for which such Indemnified Person has sought indemnification from the Corporation shall affect the Corporation’s obligations hereunder and any such other party shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Indemnified Person against the Corporation.

Notwithstanding the foregoing, however, the right to indemnification and the payment of expenses incurred in defending a proceeding in advance of a final disposition conferred in section 8.2 and the right to payment of expenses conferred in section 8.3 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses

hereunder may be entitled under any bylaw, agreement, vote of shareholders, vote of directors, or otherwise, both as to actions in his or her official capacity and as to actions in any other capacity while holding that office. The Corporation has the express authority to enter into such agreements or arrangements as the board of directors deems appropriate for the indemnification of and advancement of expenses to present or future directors and officers as well as employees, representatives, or agents of the Corporation in connection with their status with or services to or on behalf of the Corporation or any other corporation, partnership, joint venture, trust, or other enterprise, including any employee benefit plan, for which such person is serving at the request of the Corporation.

8.5

Funding

The Corporation may create a fund of any nature, which may, but need not be, under the control of a trustee, or otherwise secure or insure in any manner its indemnification obligations, including its obligation to advance expenses, whether arising under or pursuant to this article 8 or otherwise.

8.6

Insurance

The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer or representative of the Corporation, or is or was serving at the request of the Corporation as a representative of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the Corporation has the power to indemnify such person against such liability under the laws of this or any other state.

8.8

Modification or Repeal

Neither the modification, amendment, alteration, or repeal of this article 8 or any of its provisions nor the adoption of any provision inconsistent with this article 8 or any of its provisions shall adversely affect the rights of any person to indemnification and advancement of expenses existing at the time of the modification, amendment, alteration, or repeal or the adoption of such inconsistent provision.

9.	GENERAL PROVISIONS

9.1

Registered Office

The registered office of the Corporation, required by law to be maintained in the Commonwealth of Pennsylvania, shall be One Oxford Centre, Suite 2700, 301 Grant Street, Pittsburgh, PA 15219. The principal place of business of the Corporation may be, but need not be, the same as the registered office. The address of the registered office may be changed from time to time by the board of directors.

9.2

Other Offices

The Corporation may have additional offices and places of business in such places, within or outside the Commonwealth of Pennsylvania, as the board of directors may designate or as the business of the Corporation may require.

9.3

Fiscal Year

The fiscal year of the Corporation shall end on the 31st day of December in each year.

9.4

Amendment of Bylaws

These bylaws may be amended or repealed, and new bylaws may be adopted, by approval of such by the board of directors, except where the power to repeal, adopt, or amend a bylaw on any subject is expressly committed to the shareholders by the Pennsylvania Business Corporation Law of 1988, as it may be amended, and subject always to the power of the shareholders to change any action taken by the board. Any change in these bylaws shall take effect when adopted unless otherwise provided in the resolution effecting the change. Notwithstanding anything to the contrary in these Bylaws, the board of directors shall not amend or repeal or adopt new bylaws if such action would impair or adversely affect the rights provided for in (i) Section 14 and Section 15 of the Covenants Annex to the Preferred Stock Purchase Agreement, (ii) the Certificate of Designation of the Perpetual Convertible Preferred Stock, Series C (the “Series C Preferred”) of the Corporation, or (iii) the rights of the holders of Series C Preferred provided for in these Bylaws, regardless of whether the shareholders have previously adopted or approved the bylaw being amended or repealed.

Exhibit 5.1

, 2013

TriState Capital Holdings, Inc.

One Oxford Centre

301 Grant Street, Suite 2700

Pittsburgh, PA 15219

Gentlemen:

We have acted as counsel to TriState Capital Holdings, Inc., a Pennsylvania corporation (the “Company”), in connection with the preparation and filing by it with the Securities and Exchange Commission of a registration statement on Form S-1 (the “Registration Statement”) in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the sale of shares of the common stock, without par value, of the Company (such registration being hereinafter referred to as the “Offering” such shares being hereinafter referred to as the “Shares”).

This opinion is being furnished in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K under the Securities Act.

In connection with this opinion, we have examined and relied upon the originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, and other instruments as we have deemed necessary or appropriate for the purpose of this opinion, including, without limitation, the following: (a) the Amended and Restated Articles of Incorporation of the Company, (b) the Bylaws of the Company (as amended through , 2013), (c) resolutions adopted by the Board of Directors of the Company at its , 2013 meeting authorizing and approving the issuance of the Shares, and (d) the Registration Statement, including, without limitation, all exhibits thereto. We have also made such investigations of law as we have deemed necessary or appropriate to form a basis for the opinion expressed herein.

In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such documents, and the accuracy and completeness of the corporate records made available to us by the Company.

Based upon the foregoing, and in reliance thereon, we are of the opinion that the Shares, when issued, sold, delivered, and paid for as contemplated by the Registration Statement, will be validly issued, fully paid, and nonassessable.

This opinion is based upon the laws of the Commonwealth of Pennsylvania and the United States of America as now in effect, and we express no opinion on the laws of any other jurisdiction. No opinion may be inferred or implied beyond the matters expressly stated herein, and our opinion expressed herein must be read in conjunction with the assumptions, limitations, exceptions and qualifications set forth herein.

We consent to the use of this opinion as an exhibit to the Registration Statement and to the statements made with regard to our firm under the caption “Legal Matters” appearing in the Prospectus that is a part of the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act.

Very truly yours,

KEEVICAN WEISS BAUERLE & HIRSCH LLC

Exhibit 10.1

TRISTATE CAPITAL HOLDINGS, INC.

2006 STOCK OPTION PLAN

The TriState Capital Holdings, Inc. 2006 Stock Option Plan (the “Plan”) was adopted by the Board of Directors of TriState Capital Holdings, Inc., a Pennsylvania Corporation (the “Company”), effective as of November 20, 2006, subject to approval by the Company’s stockholders.

ARTICLE 1

PURPOSE

The purpose of the Plan is to attract and retain the services of key employees, key contractors and Outside Directors of the Company and its Subsidiaries and to provide the persons with a proprietary interest in the Company through the granting of incentive stock options and non-qualified stock options, whether granted singly, or in combination, or in tandem, that will:

(a) increase the interest of the persons in the Company’s welfare;

(b) furnish an incentive to the persons to continue their services for the Company; and

With respect to Reporting Participants, the Plan and all transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 promulgated under the Securities Exchange Act of 1934 (the “1934 Act”). To the extent any provision of the Plan or action by the Committee fails to so comply, it shall be deemed null and void ab initio, to the extent permitted by law and deemed advisable by the Committee.

ARTICLE 2

DEFINITIONS

For the purpose of the Plan, unless the context requires otherwise, the following terms shall have the meanings indicated:

2.1 “Award” means the grant under this Plan of any Incentive Stock Option or Nonqualified Stock Option, whether granted singly or in combination or in tandem (each individually referred to herein as a “Stock Option”).

2.2 “Award Agreement” means a written agreement between a Participant and the Company which sets out the terms of the grant of an Award.

2.3 “Award Period” means the period set forth in the Award Agreement during which one or more Stock Options granted under an Award may be exercised.

2.4 “Board” means the board of directors of the Company.

2.5 “Change in Control” means any of the following, except as otherwise provided herein:

(a) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by the Person any securities acquired directly from the Company or its Affiliates) representing 51% or more of the combined voting power of the Company’s then outstanding securities, excluding any Person who becomes a Beneficial Owner in connection with a transaction described in clause (i) of paragraph (c) below; or

(b) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the Effective Date of this Plan, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on June 30, 2007, or whose appointment, election or nomination for election was previously so approved or recommended; or

(c) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to the merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 51% of the combined voting power of the securities of the Company or the surviving entity or any parent thereof outstanding immediately after the merger or consolidation or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including the securities Beneficially Owned by the Person any securities acquired directly from the Company or its Affiliates other than in connection with the acquisition by the Company or its Affiliates of a business) representing 51% or more of the combined voting power of the Company’s then outstanding securities; or

(d) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or

disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 51% of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to the sale.

For purposes hereof:

“Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the 1934 Act.

“Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the 1934 Act.

“Person” shall have the meaning given in Section 3(a)(9) of the 1934 Act, as modified and used in Sections 13(d) and 14(d) thereof, except that the term shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of the securities or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

Notwithstanding the foregoing provisions of this Section 2.5, in the event an Award issued under the Plan is subject to Code Section 409A, then, in lieu of the foregoing definition and to the extent necessary to comply with the requirements of Code Section 409A, the definition of “Change in Control” for purposes of the Award shall be the definition provided for under Code Section 409A and the regulations or other guidance issued thereunder.

2.6 “Code” means the Internal Revenue Code of 1986, as amended.

2.7 “Committee” means the Committee appointed or designated by the Board to administer the Plan in accordance with Article 3 of this Plan.

2.8 “Common Stock” means the common stock, par value $0.01 per share, which the Company is currently authorized to issue or may in the future be authorized to issue, or any securities into which or for which the common stock of the Company may be converted or exchanged, as the case may be, pursuant to the terms of this Plan.

2.9 “Company” means TriState Capital Holdings, Inc., a Pennsylvania corporation, and any successor entity.

2.10 “Contractor” means any person, who is not an Employee, performing services for the Company or a Subsidiary, with or without compensation, pursuant to a written independent contractor or consulting agreement between the person and the Company or a Subsidiary, provided that bona fide services must be rendered by the person and the services shall not be rendered in connection with the offer or sale of securities in a capital raising transaction.

2.11 “Corporation” means any entity that (i) is defined as a corporation under Code Section 7701 and (ii) is the Company or is in an unbroken chain of corporations (other than the Company) beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing a majority of the total combined voting power of all classes of stock in one of the other corporations in the chain. For purposes of clause (ii) hereof, an entity shall be treated as a “corporation” if it satisfies the definition of a corporation under Code Section 7701.

2.12 “Date of Grant” generally means the effective date on which an Award is made to a Participant as set forth in the applicable Award Agreement. However, solely for purposes of Section 16 of the 1934 Act and the rules and regulations promulgated thereunder, the Date of Grant of an Award shall be the date of stockholder approval of the Plan if that date is later than the effective date of the Award as set forth in the Award Agreement.

2.13 “Employee” means common law employee (as defined in accordance with the Regulations and Revenue Rulings then applicable under Code Section 3401(c)) of the Company or any Subsidiary of the Company.

2.14 “Executive Officer” means an officer of the Company or a Subsidiary subject to Section 16 of the 1934 Act or a “covered employee” as defined in Code Section 162(m)(3).

2.15 “Fair Market Value” means, as of a particular date, (a) if the shares of Common Stock are listed on any established national securities exchange, the closing sales price per share of Common Stock on the consolidated transaction reporting system for the principal securities exchange for the Common Stock on that date, or, if there shall have been no such sale reported on that date, on the last preceding date on which such a sale was reported, (b) if the shares of Common Stock are not so listed but are quoted on the NASDAQ National Market System, the closing sales price per share of Common Stock on the NASDAQ National Market System on that date, or, if there shall have been no sale reported on that date, on the last preceding date on which such a sale was reported, (c) if the Common Stock is not so listed or quoted, the mean between the closing bid and asked price on that date, or, if there are no quotations available for the date, on the last preceding date on which the quotations shall be available, as reported by NASDAQ, or, if not reported by NASDAQ, by the National Quotation Bureau, Inc., or (d) if none of the above is applicable, the amount as may be determined by the Committee (acting on the advice of an Independent Third Party, should the Committee elect in its sole discretion to utilize an Independent Third Party for this purpose), in good faith, to be the fair market value per share of Common Stock.

2.16 “Independent Third Party” means an individual or entity independent of the Company having experience in providing investment banking or similar appraisal or valuation services and with expertise generally in the valuation of securities or other property for purposes of this Plan. The Committee may utilize one or more Independent Third Parties.

2.17 “Incentive Stock Option” means an incentive stock option within the meaning of Code Section 422, granted pursuant to this Plan.

2.18 “Nonqualified Stock Option” means a stock option, granted pursuant to this Plan, which is not an Incentive Stock Option.

2.19 “Option Price” means the price which must be paid by a Participant upon exercise of a Stock Option to purchase a share of Common Stock.

2.20 “Outside Director” means a director of the Company who is not an Employee.

2.21 “Participant” means an Employee, Contractor or Outside Director of the Company or a Subsidiary to whom an Award is granted under this Plan.

2.22 “Plan” means this TriState Capital Holdings, Inc. 2006 Stock Option Plan, as amended from time to time.

2.23 “Reporting Participant” means a Participant who is subject to the reporting requirements of Section 16 of the 1934 Act.

2.24 “Retirement” means any Termination of Service solely due to retirement upon or after attainment of age sixty-five (65), or permitted early retirement as determined by the Committee.

2.25 “Stock Option” means a Nonqualified Stock Option or an Incentive Stock Option.

2.26 “Subsidiary” means (i) any corporation in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing a majority of the total combined voting power of all classes of stock in one of the other corporations in the chain, (ii) any limited partnership, if the Company or any corporation described in item (i) above owns a majority of the general partnership interest and a majority of the limited partnership interests entitled to vote on the removal and replacement of the general partner, and (iii) any partnership or limited liability company, if the partners or members thereof are composed only of the Company, any corporation listed in item (i) above or any limited partnership listed in item (ii) above. “Subsidiaries” means more than one of any corporations, limited partnerships, partnerships or limited liability companies.

2.27 “Termination of Service” occurs when a Participant who is (i) an Employee of the Company or any Subsidiary ceases to serve as an Employee of the Company and its Subsidiaries, for any reason; (ii) an Outside Director of the Company or a Subsidiary ceases to serve as a director of the Company and its Subsidiaries for any reason; or (iii) a Contractor of the Company or a Subsidiary ceases to serve as a Contractor of the Company and its Subsidiaries for any reason. Except as may be necessary or desirable to comply with applicable federal or state law, a “Termination of Service” shall not be deemed to have occurred when a Participant who is an Employee becomes a Contractor or Outside

Director or vice versa. If, however, a Participant who is an Employee and who has an Incentive Stock Option ceases to be an Employee but does not suffer a Termination of Service, and if that Participant does not exercise the Incentive Stock Option within the time required under Code Section 422 upon ceasing to be an Employee, the Incentive Stock Option shall thereafter become a Nonqualified Stock Option. Notwithstanding the foregoing provisions of this Section 2.27, in the event an Award issued under the Plan is subject to Code Section 409A, then, in lieu of the foregoing definition and to the extent necessary to comply with the requirements of Code Section 409A, the definition of “Termination of Service” for purposes of the Award shall be the definition of “separation from service” provided for under Code Section 409A and the regulations or other guidance issued thereunder.

2.28 “Total and Permanent Disability” means a Participant is qualified for long-term disability benefits under the Company’s or Subsidiary’s disability plan or insurance policy. However, if no plan or policy is then in existence or if the Participant is not eligible to participate in the plan or policy, then it means that the Participant, because of a physical or mental condition resulting from bodily injury, disease, or mental disorder, is prevented from performing his or her duties of employment for a period of six (6) continuous months, as determined in good faith by the Committee, based upon medical reports or other evidence satisfactory to the Committee. Notwithstanding the forgoing provisions of this Section 2.28, with respect to any Incentive Stock Option, Total and Permanent Disability shall have the meaning given it under the rules governing Incentive Stock Options under the Code. And further, notwithstanding the foregoing provisions of this Section 2.28, in the event an Award issued under the Plan is subject to Code Section 409A, then, in lieu of the foregoing definition and to the extent necessary to comply with the requirements of Code Section 409A, the definition of “Total and Permanent Disability” for purposes of the Award shall be the definition of “disability” provided for under Code Section 409A and the regulations or other guidance issued thereunder.

ARTICLE 3

ADMINISTRATION

3.1 General Administration; Establishment of Committee. Subject to the terms of this Article 3, the Plan shall be administered under the provisions of this Section 3.1. The Company’s executive officers shall make Awards and eligible person recommendations to the Company’s Compensation Committee. The Compensation Committee of the Board shall review any recommendations of the Company’s executive officers and shall submit its recommendations to the Board. Every Award shall require the approval of the Board acting as a Committee under this Plan (the “Committee”), provided that awards up to 50,000 shares per officer may be made by the Chairman and CEO from time to time subject to review and ratification by the Board at its next regular meeting. Notwithstanding the general condition that the Board must act as the Committee, unless another exception to remuneration subject to Code Section 162(m) applies to an Award under this Plan, such as if the Company pays remuneration pursuant to this Plan during the period in which the Company is not publicly held, when making any Award to a “covered employee” as

defined in Code Section 162(m)(3), the Committee shall consist solely of not fewer than two persons who are “outside directors” under Code Section 162(m), unless the Board expressly determines otherwise. The Committee shall select one of its members to act as its Chairman. A majority of the Committee shall constitute a quorum, and the act of a majority of the members of the Committee present at a meeting at which a quorum is present shall be the act of the Committee.

3.2 Designation of Participants and Awards.

(a) The Committee shall determine and designate from time to time the eligible persons to whom Awards will be granted and shall set forth in each related Award Agreement, where applicable, the Award Period, the Date of Grant, and the other terms, provisions, limitations, and performance requirements, as are approved by the Committee, but not inconsistent with the Plan. The Committee shall determine whether an Award shall include one type of Stock Option or two or more Stock Options granted in combination or two or more Stock Options granted in tandem (that is, a joint grant where exercise of one Stock Option results in cancellation of all or a portion of the other Stock Option). Although the members of the Committee shall be eligible to receive Awards, all decisions with respect to any Award, and the terms and conditions thereof, to be granted under the Plan to any member of the Committee shall be made solely and exclusively by the other members of the Committee, or if there are not at least two other Committee members, by the Board.

(b) Except as required by this Plan, Awards granted at different times need not contain similar provisions. The Committee’s determinations under the Plan (including without limitation determinations of which Employees, Contractors or Outside Directors, if any, are to receive Awards, the form, amount and timing of the Awards, the terms and provisions of the Awards and the agreements evidencing same) need not be uniform and may be made by it selectively among Participants who receive, or are eligible to receive, Awards under the Plan.

3.3 Authority of the Committee.

(a) The Committee, in its discretion, shall (i) interpret the Plan, (ii) prescribe, amend, and rescind any rules and regulations necessary or appropriate for the administration of the Plan, and (iii) make other determinations or certifications and take other action as it deems necessary or advisable in the administration of the Plan. Any interpretation, determination, or other action made or taken by the Committee shall be final, binding, and conclusive on all interested parties.

(b) The Committee may delegate to officers of the Company, pursuant to a written delegation, the authority to perform specified functions under the Plan. Any actions taken by any officers of the Company pursuant to the written delegation of authority shall be deemed to have been taken by the Committee.

(c) With respect to restrictions in the Plan that are based on the requirements of Rule 16b-3 promulgated under the 1934 Act, Code Section 422, Code Section 162(m), the

rules of any exchange or inter-dealer quotation system upon which the Company’s securities are listed or quoted, or any other applicable law, rule or restriction (collectively, “applicable law”), to the extent that any restrictions are no longer required by applicable law, the Committee shall have the sole discretion and authority to grant Awards that are not subject to the mandated restrictions and/or to waive any mandated restrictions with respect to outstanding Awards.

ARTICLE 4

ELIGIBILITY

Any Employee (including an Employee who is also a director or an officer), Contractor or Outside Director of the Company whose judgment, initiative, and efforts contributed or may be expected to contribute to the successful performance of the Company is eligible to participate in the Plan; provided that only Employees shall be eligible to receive Incentive Stock Options. The Committee, upon its own action, may grant, but shall not be required to grant, an Award to any Employee, Contractor or Outside Director of the Company or any Subsidiary. Awards may be granted by the Committee at any time and from time to time to new Participants, or to then Participants, or to a greater or lesser number of Participants, and may include or exclude previous Participants, as the Committee shall determine.

ARTICLE 5

SHARES SUBJECT TO PLAN

5.1 Number Available for Awards. Subject to adjustment as provided in Articles 11 and 12, the maximum number of shares of Common Stock that may be delivered pursuant to Awards granted under the Plan is Four Million (4,000,000) shares ¹ , 100% of which may be delivered pursuant to Incentive Stock Options. During the term of this Plan, the Company will at all times reserve and keep available the number of shares of Common Stock that shall be sufficient to satisfy the requirements of this Plan.

5.2 Reuse of Shares. To the extent that any Award under this Plan shall be forfeited, expire or be canceled, in whole or in part, then the number of shares of Common Stock covered by the Award or stock option so forfeited, expired or canceled may again be awarded pursuant to the provisions of this Plan. In the event that previously acquired shares of Common Stock are delivered to the Company in full or partial payment of the exercise price for the exercise of a Stock Option granted under this Plan, the number of shares of Common Stock available for future Awards under this Plan shall be reduced only by the net number of shares of Common Stock issued upon the exercise of the Stock Option. Awards that may be satisfied either by the issuance of shares of Common Stock or by cash or other consideration shall be counted against the maximum number of shares of Common Stock

The Board of Directors at its meeting held on February 28, 2012 adopted a resolution increasing the number of share subject to the plan from Two Million to Four Million shares. The increase in the number of shares subject to the plan was approved at the annual meeting of Shareholders of the Company held on April 24, 2012.

that may be issued under this Plan only during the period that the Award is outstanding or to the extent the Award is ultimately satisfied by the issuance of shares of Common Stock. Notwithstanding any provisions of the Plan to the contrary, only shares forfeited back to the Company, shares canceled on account of termination, expiration or lapse of an Award, shares surrendered in payment of the exercise price of an option or shares withheld for payment of applicable employment taxes and/or withholding obligations resulting from the exercise of an option shall again be available for grant of Incentive Stock Options under the Plan, but shall not increase the maximum number of shares described in Section 5.1 above as the maximum number of shares of Common Stock that may be delivered pursuant to Incentive Stock Options.

ARTICLE 6

GRANT OF AWARDS

6.1 In General

(a) The grant of an Award shall be authorized by the Committee and shall be evidenced by an Award Agreement setting forth the Stock Option or Stock Options being granted, the total number of shares of Common Stock subject to the Stock Option(s), the Option Price (if applicable), the Award Period, the Date of Grant, and other terms, provisions and limitations as are approved by the Committee, but not inconsistent with the Plan. The Company shall execute an Award Agreement with a Participant after the Committee approves the issuance of an Award. Any Award granted pursuant to this Plan must be granted within ten (10) years of the date of adoption of this Plan. The Plan shall be submitted to the Company’s stockholders for approval; however, the Committee may grant Awards under the Plan prior to the time of stockholder approval. Any Award granted prior to the stockholder approval shall be made subject to the stockholder approval. The grant of an Award to a Participant shall not be deemed either to entitle the Participant to, or to disqualify the Participant from, receipt of any other Award under the Plan.

(b) Any Award under this Plan that is settled in whole or in part in cash on a deferred basis may provide for interest equivalents to be credited with respect to the cash payment. Interest equivalents may be compounded and shall be paid upon the terms and conditions as may be specified by the Award Agreement.

6.2 Option Price. The Option Price for any share of Common Stock which may be purchased under a Nonqualified Stock Option for any share of Common Stock may be equal to or greater than the Fair Market Value of the share on the Date of Grant. The Option Price for any share of Common Stock which may be purchased under an Incentive Stock Option must be at least equal to the Fair Market Value of the share on the Date of Grant. Further, if an Incentive Stock Option is granted to an Employee who owns or is deemed to own (by reason of the attribution rules of Code Section 424(d)) more than ten percent (10%) of the combined voting power of all classes of stock of the Company (or any parent or Subsidiary), the Option Price shall be at least 110% of the Fair Market Value of the Common Stock on the Date of Grant.

6.3 Maximum ISO Grants. The Committee may not grant Incentive Stock Options under the Plan to any Employee which would permit the aggregate Fair Market Value (determined on the Date of Grant) of the Common Stock with respect to which Incentive Stock Options (under this and any other plan of the Company and its Subsidiaries) are exercisable for the first time by the Employee during any calendar year to exceed $100,000. To the extent any Stock Option granted under this Plan which is designated as an Incentive Stock Option exceeds this limit or otherwise fails to qualify as an Incentive Stock Option, the Stock Option (or any portion thereof) shall be a Nonqualified Stock Option. In that case, the Committee shall designate which stock will be treated as Incentive Stock Option stock by causing the issuance of a separate stock certificate and identifying the stock as Incentive Stock Option stock on the Company’s stock transfer records.

ARTICLE 7

AWARD PERIOD; VESTING

7.1 Award Period. Subject to the other provisions of this Plan, the Committee may, in its discretion, provide that a Stock Option may not be exercised in whole or in part for any period or periods of time or beyond any date specified in the Award Agreement. Except as provided in the Award Agreement, a Stock Option may be exercised in whole or in part at any time during its term. No Stock Option granted under the Plan may be exercised at any time after the end of its Award Period. No portion of any Stock Option may be exercised after the expiration of ten (10) years from its Date of Grant. However, if an Employee owns or is deemed to own (by reason of the attribution rules of Code Section 424(d)) more than ten percent (10%) of the combined voting power of all classes of stock of the Company (or any parent or Subsidiary) and an Incentive Stock Option is granted to the Employee, the term of the Incentive Stock Option (to the extent required by the Code at the time of grant) shall be no more than five (5) years from the Date of Grant.

7.2 Vesting. All Stock Options awarded under the Plan shall vest at the rate of fifty percent (50%) on the date which is two and one-half (2 ¹ / ₂ ) years following the Award Date and one hundred percent (100%) on the date which is five (5) years following the Award Date.

ARTICLE 8

EXERCISE OR CONVERSION OF STOCK OPTION

8.1 In General. A vested Stock Option may be exercised during its Award Period, subject to limitations and restrictions set forth in the Award Agreement.

8.2 Securities Law and Exchange Restrictions. In no event may a Stock Option be exercised or shares of Common Stock be issued pursuant to an Award if a necessary listing or quotation of the shares of Common Stock on a stock exchange or inter-dealer quotation system or any registration under state or federal securities laws required under the circumstances has not been accomplished.

8.3 Exercise of Stock Option.

(a) In General. If the Committee imposes conditions upon exercise, then subsequent to the Date of Grant, the Committee may, in its sole discretion, accelerate the date on which all or any portion of the Stock Option may be exercised. No Stock Option may be exercised for a fractional share of Common Stock. The granting of a Stock Option shall impose no obligation upon the Participant to exercise that Stock Option.

(b) Notice and Payment. Subject to the administrative regulations as the Committee may from time to time adopt, a Stock Option may be exercised by the delivery of written notice to the Company setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised and the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Participant shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as provided in the Award Agreement, which may provide for payment in any one or more of the following ways: (i) cash, check, bank draft or money order payable to the order of the Company, (ii) Common Stock (including Restricted Stock) owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Participant has not acquired from the Company within six (6) months prior to the Exercise Date, (iii) by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge the shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay the purchase price, and/or (iv) in any other form of valid consideration that is acceptable to the Committee in its sole discretion.

(c) Issuance of Certificate. Except as otherwise provided in the applicable Award Agreement, upon payment of all amounts due from the Participant, the Company shall cause certificates for the Common Stock then being purchased to be delivered as directed by the Participant (or the person exercising the Participant’s Stock Option in the event of his death) at its principal business office promptly after the Exercise Date; provided that if the Participant has exercised an Incentive Stock Option, the Company may at its option retain physical possession of the certificate evidencing the shares acquired upon exercise until the expiration of the holding periods described in Code Section 422(a)(1). The obligation of the Company to deliver shares of Common Stock shall, however, be subject to the condition that, if at any time the Committee shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of

Common Stock thereunder, the Stock Option may not be exercised in whole or in part unless the listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Committee.

(d) Failure to Pay. Except as may otherwise be provided in an Award Agreement, if the Participant fails to pay for any of the Common Stock specified in the notice or fails to accept delivery thereof, that portion of the Participant’s Stock Option and right to purchase the Common Stock may be forfeited.

8.4 Disqualifying Disposition of Incentive Stock Option. If shares of Common Stock acquired upon exercise of an Incentive Stock Option are disposed of by a Participant prior to the expiration of either two (2) years from the Date of Grant of the Stock Option or one (1) year from the transfer of shares of Common Stock to the Participant pursuant to the exercise of the Stock Option, or in any other disqualifying disposition within the meaning of Code Section 422, the Participant shall notify the Company in writing of the date and terms of the disposition. A disqualifying disposition by a Participant shall not affect the status of any other Stock Option granted under the Plan as an Incentive Stock Option within the meaning of Code Section 422.

ARTICLE 9

AMENDMENT OR DISCONTINUANCE

Subject to the limitations set forth in this Article 9, the Board may at any time and from time to time, without the consent of the Participants, alter, amend, revise, suspend, or discontinue the Plan in whole or in part; provided, however, that no amendment for which stockholder approval is required either (i) by any securities exchange or inter-dealer quotation system on which the Common Stock is listed or traded or (ii) in order for the Plan and Stock Options awarded under the Plan to continue to comply with Code Sections 162(m), 421 and 422, including any successors to those Sections; shall be effective unless the amendment shall be approved by the requisite vote of the stockholders of the Company entitled to vote thereon. Any amendment shall, to the extent deemed necessary or advisable by the Committee, be applicable to any outstanding Stock Options theretofore granted under the Plan, notwithstanding any contrary provisions contained in any Award Agreement. In the event of any amendment to the Plan, the holder of any Stock Option outstanding under the Plan shall, upon request of the Committee and as a condition to the exercisability thereof, execute a conforming amendment in the form prescribed by the Committee to any Award Agreement relating thereto. Notwithstanding anything contained in this Plan to the contrary, unless required by law, no action contemplated or permitted by this Article 9 shall adversely affect any rights of Participants or obligations of the Company to Participants with respect to any Stock Option theretofore granted under the Plan without the consent of the affected Participant.

ARTICLE 10

TERM

The Plan shall be effective from the date that this Plan is approved by the Board. Unless sooner terminated by action of the Board, the Plan will terminate on November 19, 2016, but Stock Options and Awards granted before that date will continue to be effective in accordance with their terms and conditions.

ARTICLE 11

CAPITAL ADJUSTMENTS

In the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), recapitalization, stock split, reverse stock split, rights offering, reorganization, merger, consolidation, split-up, spin-off, split-off, combination, subdivision, repurchase, or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, or other similar corporate transaction or event affects the Common Stock such that an adjustment is determined by the Committee to be appropriate to prevent the dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in the manner as it may deem equitable, adjust any or all of the (i) the number of shares and type of Common Stock (or the securities or property) which thereafter may be made the subject of Awards, (ii) the number of shares and type of Common Stock (or other securities or property) subject to outstanding Awards, (iii) the number of shares and type of Common Stock (or other securities or property) specified as the annual per-participant limitation under Section 5.1 of the Plan, and (iv) the Option Price of each outstanding Award; provided however, that the number of shares of Common Stock (or other securities or property) subject to any Award shall always be a whole number. In lieu of the foregoing, if deemed appropriate, the Committee may make provision for a cash payment to the holder of an outstanding Award. Notwithstanding the foregoing, no adjustment or cash payment shall be made or authorized to the extent that the adjustment or cash payment would cause the Plan or any Stock Option to violate Code Section 422. The adjustments shall be made in accordance with the rules of any securities exchange, stock market, or stock quotation system to which the Company is subject.

Upon the occurrence of any adjustment or cash payment, the Company shall provide notice to each affected Participant of its computation of the adjustment or cash payment which shall be conclusive and shall be binding upon each Participant.

ARTICLE 12

RECAPITALIZATION, MERGER AND CONSOLIDATION

12.1 No Effect on Company’s Authority. The existence of this Plan and Stock Options granted hereunder shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes in the Company’s capital structure and its business, or any Change in Control, or any merger or consolidation of the Company, or any issuance of bonds, debentures, preferred or preference stocks ranking prior to or otherwise affecting the Common Stock or the rights thereof (or any rights, options, or warrants to purchase same), or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

12.2 Conversion of Stock Options Where Company Survives. Subject to any required action by the stockholders and except as otherwise provided by Section 12.4 hereof or as may be required to comply with Code Section 409A and the regulations or other guidance issued thereunder, if the Company shall be the surviving or resulting corporation in any merger, consolidation or share exchange, any Stock Option granted hereunder shall pertain to and apply to the securities or rights (including cash, property, or assets) to which a holder of the number of shares of Common Stock subject to the Stock Option would have been entitled.

12.3 Exchange or Cancellation of Stock Options Where Company Does Not Survive. Except as otherwise provided by Section 12.4 hereof or as may be required to comply with Code Section 409A and the regulations or other guidance issued thereunder, in the event of any merger, consolidation or share exchange pursuant to which the Company is not the surviving or resulting corporation, there shall be substituted for each share of Common Stock subject to the unexercised portions of outstanding Stock Options, that number of shares of each class of stock or other securities or that amount of cash, property, or assets of the surviving, resulting or consolidated company which were distributed or distributable to the stockholders of the Company in respect to each share of Common Stock held by them, the outstanding Stock Options to be thereafter exercisable for the stock, securities, cash, or property in accordance with their terms.

ARTICLE 13

LIQUIDATION OR DISSOLUTION

Subject to Section 12.4 hereof, in case the Company shall, at any time while any Stock Option under this Plan shall be in force and remain unexpired, (i) sell all or substantially all of its property, or (ii) dissolve, liquidate, or wind up its affairs, then each Participant shall be entitled to receive, in lieu of each share of Common Stock of the Company which the

Participant would have been entitled to receive under the Stock Option, the same kind and amount of any securities or assets as may be issuable, distributable, or payable upon any sale, dissolution, liquidation, or winding up with respect to each share of Common Stock of the Company. If the Company shall, at any time prior to the expiration of any Stock Option, make any partial distribution of its assets, in the nature of a partial liquidation, whether payable in cash or in kind (but excluding the distribution of a cash dividend payable out of earned surplus and designated as such) and an adjustment is determined by the Committee to be appropriate to prevent the dilution of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in the manner as it may deem equitable, make the adjustment in accordance with the provisions of Article 11 hereof.

ARTICLE 14

STOCK OPTIONS IN SUBSTITUTION FOR

STOCK OPTIONS GRANTED BY OTHER ENTITIES

Stock Options may be granted under the Plan from time to time in substitution for similar instruments held by employees, consultants, contractors or directors of a corporation, partnership, or limited liability company who become or are about to become Employees, Contractors or Outside Directors of the Company or any Subsidiary as a result of a merger or consolidation of the employing corporation with the Company, the acquisition by the Company of equity of the employing entity, or any other similar transaction pursuant to which the Company becomes the successor employer. The terms and conditions of the substitute Stock Options so granted may vary from the terms and conditions set forth in this Plan to the extent as the Committee at the time of grant may deem appropriate to conform, in whole or in part, to the provisions of the Stock Options in substitution for which they are granted.

ARTICLE 15

MISCELLANEOUS PROVISIONS

15.1 Investment Intent. The Company may require that there be presented to and filed with it by any Participant under the Plan, the evidence as it may deem necessary to establish that the Stock Options granted or the shares of Common Stock to be purchased or transferred are being acquired for investment and not with a view to their distribution.

15.2 No Right to Continued Employment. Neither the Plan nor any Stock Option granted under the Plan shall confer upon any Participant any right with respect to continuance of employment by the Company or any Subsidiary.

15.3 Indemnification of Board and Committee. No member of the Board or the Committee, nor any officer or Employee of the Company acting on behalf of the Board or the Committee, shall be personally liable for any action, determination, or interpretation taken or made in good faith with respect to the Plan, and all members of the Board and the

Committee, each officer of the Company, and each Employee of the Company acting on behalf of the Board or the Committee shall, to the extent permitted by law, be fully indemnified and protected by the Company in respect of any action, determination, or interpretation.

15.4 Effect of the Plan. Neither the adoption of this Plan nor any action of the Board or the Committee shall be deemed to give any person any right to be granted an Award or any other rights except as may be evidenced by an Award Agreement, or any amendment thereto, duly authorized by the Committee and executed on behalf of the Company, and then only to the extent and upon the terms and conditions expressly set forth therein.

15.5 Compliance With Other Laws and Regulations. Notwithstanding anything contained herein to the contrary, the Company shall not be required to sell or issue shares of Common Stock under any Stock Option if the issuance thereof would constitute a violation by the Participant or the Company of any provisions of any law or regulation of any governmental authority or any national securities exchange or inter-dealer quotation system or other forum in which shares of Common Stock are quoted or traded (including without limitation Section 16 of the 1934 Act and Code Section 162(m)); and, as a condition of any sale or issuance of shares of Common Stock under a Stock Option, the Committee may require the agreements or undertakings, if any, as the Committee may deem necessary or advisable to assure compliance with any law or regulation. The Plan, the grant and exercise of Stock Options hereunder, and the obligation of the Company to sell and deliver shares of Common Stock, shall be subject to all applicable federal and state laws, rules and regulations and to the approvals by any government or regulatory agency as may be required.

15.6 Tax Requirements. The Company or, if applicable, any Subsidiary (for purposes of this Section 15.6, the term “Company” shall be deemed to include any applicable Subsidiary), shall have the right to deduct from all amounts paid in cash or other form in connection with the Plan, any Federal, state, local, or other taxes required by law to be withheld in connection with an Award granted under this Plan. The Company may, in its sole discretion, also require the Participant receiving shares of Common Stock issued under the Plan to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant’s income arising with respect to the Award. The payments shall be required to be made when requested by Company and may be required to be made prior to the delivery of any certificate representing shares of Common Stock. The payment may be made (i) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required tax withholding obligations of the Company; (ii) if the Company, in its sole discretion, so consents in writing, the actual delivery by the exercising Participant to the Company of shares of Common Stock that the Participant has not acquired from the Company within six (6) months prior to the date of exercise, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required tax withholding payment; (iii) if the Company, in its sole discretion, so consents in writing, the Company’s withholding of a number of shares to be delivered upon the exercise of the Award, which shares so withheld

have an aggregate fair market value that equals (but does not exceed) the required tax withholding payment; or (iv) any combination of (i), (ii), or (iii). The Company may, in its sole discretion, withhold any taxes from any other cash remuneration otherwise paid by the Company to the Participant. The Committee may in the Award Agreement impose any additional tax requirements or provisions that the Committee deems necessary or desirable.

15.7 Assignability. Incentive Stock Options and Nonqualified Stock Options may not be transferred, assigned, pledged, hypothecated or otherwise conveyed or encumbered other than by will or the laws of descent and distribution and may be exercised during the lifetime of the Participant only by the Participant or the Participant’s legally authorized representative, and each Award Agreement in respect of an Incentive Stock Option shall so provide. The designation by a Participant of a beneficiary will not constitute a transfer of the Stock Option.

15.8 Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Stock Options granted under this Plan shall constitute general funds of the Company.

15.9 Legends. The following legends, or similar legends deemed by the Company to constitute appropriate notice (any certificate not having the legend shall be surrendered upon demand by the Company and so endorsed) shall be inserted on a certificate evidencing Common Stock issued upon exercise of a Stock Option under the Plan if the shares were not issued in a transaction registered under the applicable federal and state securities laws:

On the face of the certificate:

“Transfer of this stock is restricted in accordance with conditions printed on the reverse of this certificate.”

On the reverse:

“Shares of stock represented by this certificate have been acquired by the holder for investment and not for resale, transfer or distribution, have been issued pursuant to exemptions from the registration requirements of applicable state and federal securities laws, and may not be offered for sale, sold or transferred other than pursuant to effective registration under the laws, or in transactions otherwise in compliance with the laws, and upon evidence satisfactory to the Company of compliance with the laws, as to which the Company may rely upon an opinion of counsel satisfactory to the Company.”

15.10 Required Exercise or Forfeiture of Options by Regulators. All Options shall automatically be subject to exercise or forfeiture if the Company’s capital falls below the minimum requirements., as determined by its state or federal primary regulator, and the Company’s primary federal regulator so directs the Company to require such exercise or forfeiture.

IN WITNESS WHEREOF, the Company has caused this instrument to be executed as of November 20, 2006, by its Chief Executive Officer and Secretary pursuant to prior action taken by the Board.

TRISTATE CAPITAL HOLDINGS, INC.

By:

/s/ James F. Getz

James F. Getz, Chairman and Chief Executive Officer

Attest:

/s/

AMENDMENT NO. 1 TO

TRISTATE CAPITAL HOLDINGS, INC.

2006 STOCK OPTION PLAN

In accordance with the resolutions of the Board of Directors of TriState Capital Holdings, Inc. adopted at its regular meeting on February 28, 2012, upon the recommendation of the Compensation Committee and as approved by the shareholders of TriState Capital Holdings, Inc. at its annual meeting of shareholders on April 24, 2012, the number of shares of the Common Stock of TriState Capital Holdings, Inc. available for issuance under, and subject to, the 2006 Stock Option Plan has been increased from 2,000,000 shares to 4,000,000 shares effective as of April 24, 2012.

Exhibit 10.2

[FORM OF STANDARD EMPLOYEE STOCK OPTION AWARD AGREEMENT]

TRISTATE CAPITAL HOLDINGS, INC.

2006 STOCK OPTION PLAN

NONQUALIFIED STOCK OPTION AWARD AGREEMENT


OPTIONEE:		[NAME]

GRANT DATE:		, 20

OPTION PRICE:		$ per share

COVERED SHARES:		[NUMBER]

Terms defined in the TriState Capital Holdings, Inc. 2006 Stock Option Plan (“Plan”) are used in this Award Agreement (“Agreement”) as defined in the Plan unless otherwise defined in this Agreement. In this Agreement, “TriState” means TriState Capital Holdings, Inc. and “Corporation” means TriState and its Subsidiaries. Headings used in this Agreement are for convenience only and are not part of this Agreement. The purpose of this Agreement is to reflect the terms and conditions under which Options were granted and to ensure that all Options granted are in accordance with the Plan.

1. Grant of Option . Pursuant to the Plan and subject to the terms of this Agreement, TriState hereby grants to Optionee an Option to purchase from TriState that number of shares of TriState common stock specified above as the “Covered Shares,” exercisable at the Option Price.

2. Terms of the Option .

2.1 Type of Option. The Option is intended to be a Nonqualified Stock Option.

2.2 Option Period. The Option is exercisable in whole or in part as to any Covered Shares as to which it is outstanding and has become exercisable (“vested”) at any time and from time to time through the Expiration Date.

2.3 Vesting. To the extent that the Option or relevant portion thereof is outstanding, the Option will vest as to Covered Shares as set forth in Section 7.2 of the Plan.

2.4 Expiration Date.

(a) Expiration Date. Expiration Date means the date on which the Option expires, which will be the tenth (10th) anniversary of the Grant Date unless the Option expires earlier pursuant to any of the provisions set forth in (b) below.

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(b) Termination of Employment. Upon termination of Optionee’s employment with the Corporation, unless the Committee determines otherwise, the Option will vest or expire with respect to all or a portion of the Covered Shares, in accordance with the provisions set forth in the following subsections of this Section 2.4(b). For purposes hereof, “Termination Date” shall mean Optionee’s last date of employment with the Corporation. If Optionee is employed by a Subsidiary that ceases to be a Subsidiary of TriState and Optionee does not continue to be employed by TriState or a Subsidiary, then for purposes of the Agreement, Optionee’s employment with the Corporation terminates effective at the time this occurs.

(1) Retirement. If the termination of Optionee’s employment with the Corporation meets the definition of Retirement, then the Option will continue to be exercisable until the tenth (10 ^th ) anniversary of the Grant Date, with respect to any Covered Shares as to which the Option is vested on Optionee’s Termination Date.

(2) Death. If Optionee’s employment with the Corporation is terminated by reason of Optionee’s death, then the Option will vest as to all outstanding Covered Shares as to which it had not otherwise vested commencing on Optionee’s Termination Date or the third (3 ^rd ) anniversary of the Grant Date, whichever is later, and together with all other vested Options, will continue to be exercisable until the tenth (10th) anniversary of the Grant Date with respect to any such Covered Shares.

(3) Total and Permanent Disability. If Optionee’s employment is terminated by the Corporation by reason of Total and Permanent Disability, then the Option will vest as to all outstanding Covered Shares as to which it had not otherwise vested commencing on Optionee’s Termination Date or the third (3 ^rd ) anniversary of the Grant Date, whichever is later, and together with all other vested Options, will continue to be exercisable until the tenth (10th) anniversary of the Grant Date with respect to any such Covered Shares.

(4) Change in Control. If, within twelve (12) months following the occurrence of a Change in Control, Optionee’s employment is terminated by the Corporation without Cause, the Option will continue to be exercisable until the tenth (10 ^th ) anniversary of the Grant Date, with respect to any Covered Shares as to which the Option is vested on Optionee’s Termination Date.

(5) Termination for Cause. If Optionee’s employment is terminated by the Corporation for Cause, then the Option will expire at the close of business on the Optionee’s Termination Date with respect to all Covered Shares, whether or not vested. For purposes hereof, “ Cause ” shall mean: (i) failure or refusal of Optionee to implement or follow the reasonable written policies of the Corporation or to perform the services associated with Optionee’s employment with the Corporation provided that Optionee’s failure or refusal is not based upon

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Optionee’s belief, in good faith, as expressed to the Corporation in writing, that the implementation thereof would be unlawful; (ii) intentional wrongful conduct which results or which the Corporation reasonably concludes could result in a material adverse effect (financial or otherwise) to the business of the Corporation; (iii) embezzlement; (iv) the commission of a felony or any act rising to the level of or equivalent to a felony (v) the intentional causing of material damage to the Corporation’s physical or intangible property or property rights; (vi) any act involving disloyalty, dishonesty or fraud or criminal conduct; (vii) insubordination; (viii) consistent or willful disruption of a harmonious work environment; or (ix) Optionee’s failure to knowingly perform his duties as an employee of the Corporation.

(6) Termination for any other reason. If Optionee’s employment is terminated by the Corporation without Cause, or the Optionee terminates his or her employment for reasons not covered in subsections 1, 2 or 3 above, then the Options not vested will expire as of the Optionee’s Termination Date, but those Covered Shares already vested as of the Optionee’s Termination Date will continue to be exercisable until the tenth (10 ^th ) anniversary of the Grant Date.

If Optionee is employed by a Subsidiary that ceases to be a Subsidiary of TriState and Optionee does not continue to be employed by TriState or a Subsidiary, then for purposes of the Agreement, Optionee’s employment with the Corporation terminates effective at the time this occurs.

2.3 Nontransferability; Designation of Beneficiary. The Option is not transferable or assignable by Optionee other than by transfer to a properly designated beneficiary in the event of death, or by will or the laws of descent and distribution.

During Optionee’s lifetime, the Option may be exercised only by Optionee or, in the event of Optionee’s legal incapacity, by his or her legal representative.

During Optionee’s lifetime, Optionee may file with TriState, at the address and in the manner as TriState may from time to time direct, on a form to be provided by TriState on request, a designation of a beneficiary or beneficiaries (a “properly designated beneficiary”) to hold and exercise Optionee’s stock options, to the extent outstanding and exercisable, in accordance with their respective stock option agreements and the Plan in the event of Optionee’s death. In the absence of a properly designated beneficiary, the Option will be held and may be exercised by the person or persons entitled to do so under Optionee’s will or under the applicable laws of descent and distribution.

3. Capital Adjustments . The number and class of Covered Shares as to which the Option is outstanding and has not yet been exercised and the Option Price will be subject to adjustment, if any, as the Committee in its sole discretion deems appropriate in accordance with Article 11 of the Plan.

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All determinations hereunder will be made by the Committee in its sole discretion and will be final, binding and conclusive for all purposes on all parties, including without limitation the holder of the Option.

4. Exercise of Option .

4.1 Notice and Effective Date. The Option may be exercised, in whole or in part, by delivering to TriState written notice of the exercise, and as otherwise provided in Section 8.3(b) of the Plan. In the event that the Option is exercised, pursuant to Section 2.4, by any person or persons other than Optionee, the notice of exercise must be accompanied by appropriate proof of the derivative right of the person or persons to exercise the Option.

4.2 Payment of Option Price. Upon exercise of the Option, in whole or in part, Optionee may pay the aggregate Option Price (a) in cash or (b) if and to the extent then permitted by TriState , using whole shares of TriState common stock (either by physical delivery to TriState of certificates for the shares or through TriState’s share attestation procedure) having an aggregate Fair Market Value on the Exercise Date not exceeding that portion of the aggregate Option Price being paid using the shares, or through a combination of cash and shares of TriState common stock; provided, however, that shares of TriState common stock used to pay all or any portion of the aggregate Option Price may not be subject to any contractual restriction, pledge or other encumbrance and must be shares that have been owned by Optionee for at least six (6) months prior to the Exercise Date and, in the case of restricted stock, for which it has been at least six (6) months since the restrictions lapsed, or, in either case, for another period as may be specified or permitted by TriState .

4.3 Payment of Taxes. Optionee may elect to satisfy any or all applicable federal, state, or local tax liabilities incurred in connection with exercise of the Option (a) by payment of cash, (b) if and to the extent then permitted by TriState and subject to the terms and conditions as TriState may from time to time establish, through the retention by TriState of sufficient whole shares of TriState common stock otherwise issuable upon the exercise to satisfy the minimum amount of taxes required to be withheld in connection with the exercise, or (c) if and to the extent then permitted by TriState and subject to the terms and conditions as TriState may from time to time establish, using whole shares of TriState common stock (either by physical delivery to TriState of certificates for the shares or through TriState’s share attestation procedure) that are not subject to any contractual restriction, pledge or other encumbrance and that have been owned by Optionee for at least six (6) months prior to the Exercise Date and, in the case of restricted stock, for which it has been at least six (6) months since the restrictions lapsed, or, in either case, for another period as may be specified or permitted by TriState .

For purposes of this Section 4.3, shares of TriState common stock that are used to satisfy applicable taxes will be valued at their Fair Market Value on the date the tax withholding obligation arises. In no event will the Fair Market Value of the shares of TriState common stock otherwise issuable upon exercise of the Option but retained pursuant to Section 4.3(b) exceed the minimum amount of taxes required to be withheld in connection with the Option exercise.

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4.4 Effect. The exercise, in whole or in part, of the Option will cause a reduction in the number of unexercised Covered Shares as to which the Option is outstanding equal to the number of shares of TriState common stock with respect to which the Option is exercised.

5. Restrictions on Exercise and on Shares Issued on Exercise .

(a) Notwithstanding any other provision of the Agreement, the Option may not be exercised, in whole or in part, at any time that TriState does not have in effect a registration statement under the Securities Act of 1933 as amended relating to the offer of shares of TriState common stock under the Plan unless TriState agrees to permit the exercise. Upon the issuance of any shares of TriState common stock pursuant to exercise of the Option at a time when a registration statement is not in effect, Optionee will, upon the request of TriState, agree in writing that Optionee is acquiring the shares for investment only and not with a view to resale and that Optionee will not sell, pledge, or otherwise dispose of the shares unless and until (a) TriState is furnished with an opinion of counsel to the effect that registration of the shares pursuant to the Securities Act of 1933 as amended is not required by that Act or by rules and regulations promulgated thereunder, (b) the staff of the SEC has issued a no-action letter with respect to the disposition, or (c) the registration or notification as is, in the opinion of counsel for TriState , required for the lawful disposition of the shares has been filed and has become effective; provided, however, that TriState is not obligated hereby to file any registration or notification. TriState may place a legend embodying the restrictions on the certificate(s) evidencing the shares.

(b) Notwithstanding any other provision of this Agreement, the Option may not be exercised, in whole or in part, at any time during the longest of the following periods of time extending from the beginning of an initial public offering of shares of Tri-State’s Common Stock: (i) six (6) months; (ii) a period of time proposed by the Securities and Exchange Commission (“SEC”) and accepted by Tri-State; (iii) a period of time agreed upon by the lead underwriter on the offering; or (iv) in the case of a shelf registration under SEC Rule 415, a period of time set by Tri-State not to exceed eighteen (18) months. The period of time shall begin to run from the effective date of the registration statement covering the offering. This section shall not have any effect upon the vesting of any Option.

6. Rights as Shareholder . Optionee will have no rights as a shareholder with respect to any Covered Shares until the Exercise Date and then only with respect to those shares of TriState common stock issued upon the exercise of the Option and not retained as provided in Section 4.3.

7. Employment . Neither the granting of the Option evidenced by the Agreement nor any term or provision of the Agreement will constitute or be evidence of any understanding, expressed or implied, on the part of TriState or any Subsidiary to employ Optionee for any period.

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8. Subject to the Plan . The Option evidenced by the Agreement and the exercise thereof are subject to the terms and conditions of the Plan, a copy of which is attached and incorporated by reference herein and made a part hereof, but the terms of the Plan will not be considered an enlargement of any benefits under the Agreement. In addition, the Option is subject to any rules and regulations promulgated by or under the authority of the Committee. Optionee represents and agrees that Optionee has read and understands the Plan.

10. Enforcement Provisions . Optionee understands and agrees to the following provisions regarding enforcement of the Agreement.

10.1 Governing Law and Jurisdiction. The Agreement is governed by and construed under the laws of the Commonwealth of Pennsylvania, without reference to its conflict of laws provisions. Any dispute or claim arising out of or relating to the Agreement or claim of breach hereof shall be brought exclusively in the federal court for the Western District of Pennsylvania or in the Court of Common Pleas of Allegheny County, Pennsylvania. By execution of the Agreement, Optionee and TriState hereby consent to the exclusive jurisdiction of the courts, and waive any right to challenge jurisdiction or venue in the courts with regard to any suit, action, or proceeding under or in connection with the Agreement.

10.2 No Waiver. Failure of TriState to demand strict compliance with any of the terms, covenants or conditions of the Agreement shall not be deemed a waiver of the term, covenant or condition, nor shall any waiver or relinquishment of any term, covenant or condition on any occasion or on multiple occasions be deemed a waiver or relinquishment of the term, covenant or condition.

10.3 Waiver of Jury Trial. Each of Optionee and TriState hereby waives any right to trial by jury with regard to any suit, action or proceeding under or in connection with any of Sections 9.2, 9.3 and 9.4.

10.4 Applicable Law. Notwithstanding anything in the Agreement, TriState will not be required to comply with any term, covenant or condition of the Agreement if and to the extent prohibited by law, including but not limited to federal banking and securities regulations, or as otherwise directed by one or more regulatory agencies having jurisdiction over TriState or any of its subsidiaries. Further, to the extent, if any, applicable to Optionee, Optionee agrees to reimburse TriState for any amounts Optionee may be required to reimburse the Corporation pursuant to Section 304 of the Sarbanes-Oxley Act of 2002, and agrees that TriState need not comply with any term, covenant or condition of the Agreement to the extent that doing so would require that Optionee reimburse TriState or its subsidiaries for the amounts pursuant to Section 304 of the Sarbanes-Oxley Act of 2002.

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10.5 Complete Agreement This Agreement, together with the Plan as the same may be amended from time to time, constitutes the entire agreement, and supersedes all prior agreements or understandings, between the Company and the Employee respecting the subject matter hereof.

11. Compliance with Internal Revenue Code Section 409A . To the extent that any of the terms or provisions of this Agreement or of the Option may result in the application of Section 409A of the Internal Revenue Code of 1986 as amended to this Option, TriState may, without the consent of Optionee, modify the Agreement and the Option to the extent and in the manner TriState deems necessary or advisable in order to allow the Option to be excluded from the definition of “deferred compensation” within the meaning of Section 409A or in order to comply with the provisions of Section 409A, other applicable provision(s) of the Internal Revenue Code, and/or any rules, regulations or other regulatory guidance issued under the statutory provisions.

12. Effective Date . If Optionee does not accept the grant of the Option by executing and delivering a copy of the Agreement to TriState, without altering or changing the terms of the Agreement in any way, within thirty (30) days of receipt by Optionee of a copy of the Agreement, TriState may, in its sole discretion, withdraw its offer and cancel the Option and the Agreement at any time prior to Optionee’s delivery to TriState of a copy of the Agreement executed by Optionee.

Otherwise, upon execution and delivery of the Agreement by both TriState and Optionee and, in the event that Optionee is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to TriState securities, the filing with and acceptance by the SEC of a Form 4 reporting the Grant, the Option and the Agreement are effective as of the Grant Date.

IN WITNESS WHEREOF, TriState has caused the Agreement to be signed on its behalf effective as of the Grant Date.


TRISTATE CAPITAL HOLDINGS, INC.


By:		Mark L. Sullivan
Vice Chairman and Chief Financial Officer

Accepted and agreed to as of the Grant Date

OPTIONEE

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Exhibit 10.3

TRISTATE CAPITAL HOLDINGS, INC.

RESTRICTED STOCK AWARD AGREEMENT

THIS AGREEMENT is made as of the 24th of January, 2011 by and between TriState Capital Holdings, Inc. (including its successors and assigns, the “Company”), a Pennsylvania corporation having its principal place of business in Pittsburgh, Pennsylvania,

James F. Getz, an employee of the Company (the “Grantee”).

WITNESSETH THAT:

WHEREAS, subject to the terms and conditions hereafter set forth, by action of the Compensation Committee of the Board of Directors of TriState (the “Compensation Committee”) and the whole Board, TriState hereby grants an award of Common Stock (the Common Stock”) of TriState to the Grantee.

NOW, THEREFORE, in consideration of the mutual covenants and representations herein contained, and intending to be legally bound, the parties hereto agree as follows:

ARTICLE I

Definitions

As used herein:

1.1 “Cause” shall mean if the Grantee engages in conduct that constitutes a breach of the Grantee’s duties to TriState as set forth in any code of conduct adopted by TriState or violates the standards of conduct which TriState expects of its employees, including, but not limited to: dishonesty, disloyalty, willful misconduct, gross negligence or conduct which may result in damage to the professional reputation or capabilities of TriState.

1.2 “TARP” shall mean the U.S. Department of the Treasury’s Troubled Asset Relief Program (including the Capital Purchase Program).

1.3 “TriState” shall mean TriState Capital Holdings, Inc. or any corporate parent, affiliate, or direct or indirect subsidiary thereof, or any successor to TriState, for which the Grantee performs services, regardless of whether this Agreement has been expressly assigned to such corporate parent, affiliate, or direct or indirect subsidiary, or successor.

1.4 “Unvested Shares” shall mean all Shares other than Vested Shares.

1.5 “Vested Shares” means Shares that have vested in accordance with Section 3.1, Section 3.2, Section 3.3, or Article VI.

ARTICLE II

Grant of Restricted Stock

2.1 Subject to the conditions set forth in Section 2.2 hereof and the other terms and conditions of this Agreement, the Company hereby grants to the Grantee an award (the “Restricted Stock Award”) of Sixty-Two Thousand Five Hundred (62,500) shares (the “Shares”) of Common Stock. Unvested Shares are subject to forfeiture to the Company for no consideration as set forth in Section 3.4 below. At the discretion of the Company, certificates for the Shares may or may not be issued. In lieu of certificates, the Company will establish a book entry account for the Shares in the name of the Grantee with the Company’s transfer agent and registrar for the Common Stock.

2.2 Notwithstanding Section 2.1 or any other provision of this Agreement to the contrary, this Agreement shall become effective only if the Grantee executes and delivers to the Company two signed copies of this Agreement by February 23, 2011, time being of the essence.

ARTICLE III

Terms of the Award; Vesting; Repurchase

3.1 During the continuation of the Grantee’s employment by TriState, the Shares shall vest in accordance with the schedule of vesting as follows:


Date	Portion of Shares Vested			Cumulative Percentage
January 15, 2011		10	%		10	%
January 15, 2012		10	%		20	%
January 15, 2013		80	%		100	%

3.2 In the event of the Retirement, Disability or death of the Grantee, any portion of the Shares which are Unvested Shares prior to such Retirement, Disability or death shall become Vested Shares upon such Retirement, Disability or death.

For purposes of this Agreement, “Retirement” shall mean retirement by the Grantee at or after attaining such age as the Compensation Committee may specify from time to time, and “Disability” shall be deemed to have occurred as of the first day following the Grantee’s termination of employment by TriState as a result of a mental or physical condition that prevents the Grantee from engaging in the principal duties of his employment with TriState.

3.3 In the event that the Grantee’s employment with TriState is involuntarily terminated by TriState without Cause, any portion of the Shares which are Unvested Shares prior to such termination, shall become Vested Shares upon such termination.

3.4 In the event that the Grantee’s employment with TriState is terminated prior to all Shares becoming Vested Shares for any reason other than as set forth in Section 3.2 or Section 3.3 hereof, including termination of the Grantee’s employment due to the Grantee’s voluntary resignation or termination of the Grantee for Cause, the Grantee shall forfeit and transfer to the Company, for no consideration, any portion of the Shares which are Unvested Shares as of the date of such termination.

ARTICLE IV

Withholding Taxes; Section 83(b) Election

4.1 The Company shall have the authority to withhold, or to require the Grantee to remit to the Company, prior to issuance or delivery of any Shares or the removal of any stop order or transfer restrictions on the Shares or any restrictive legends on the Certificates representing the Shares hereunder, an amount sufficient to satisfy federal, state and local tax withholding requirements associated with this Restricted Stock Award. Additionally, the Company, in its sole discretion, shall have the right to withhold from the Grantee Shares with a fair market value as determined in good faith by the Compensation Committee equal to the federal, state and local tax withholding requirements associated with this Restricted Stock Award. For this purpose, fair market value shall be determined as of the day that the withholding obligation arises.

4.2 The Grantee acknowledges that (a) the Grantee has been informed of the availability of making an election in accordance with Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”); (b) that such election must be filed with the Internal Revenue Service within thirty (30) days of the date of grant of this Restricted Stock Award; and (c) that the Grantee is solely responsible for making such election. If the Grantee does not make the election under Section 83(b), he acknowledge that dividends on the Shares will be treated as compensation and subject to tax withholding in accordance with the Company’s practices and policies.

ARTICLE V

Restrictions on Transfer

5.1 The Grantee hereby acknowledges that none of the Shares may be sold, exchanged, assigned, transferred, pledged, hypothecated, gifted or otherwise disposed of (collectively, “disposed of”) until the Shares have become Vested Shares and payment of any withholding tax with respect to such Vested Shares has been made.

Unvested Shares may be transferred to a “family member” as defined in and pursuant to the terms and conditions set forth in Section A.1.a.5 of the General Instructions to Form S-8 promulgated under the Securities Act of 1933, as amended, as such provision may be

amended from time to time, on such terms and conditions as may be determined by the Compensation Committee.

5.2 The Grantee shall not dispose of the Shares acquired, or any portion thereof, at any time, unless the Grantee shall comply with the Securities Act of 1933, as amended, and the regulations of the SEC thereunder, any other applicable securities law, and the terms of this Agreement. The Grantee further agrees that the Company may direct its transfer agent to refuse to register the transfer of any Shares underlying this Restricted Stock Award which, in the opinion of the Company’s counsel, constitutes a violation of any applicable securities laws then in effect or the terms of this Agreement.

5.3 Any certificate representing Unvested Shares shall, unless the Compensation Committee determines otherwise, bear a legend substantially as follows:

“The sale or other transfer of the shares of stock represented by this certificate is subject to certain restrictions set forth in a Restricted Stock Award Agreement between the registered owner and TriState Capital Holdings, Inc. A copy of such agreement may be obtained from the Secretary of TriState Capital Holdings, Inc.”

The Grantee further acknowledges and understands that the certificates representing the Shares issued hereunder may bear such additional legend or legends as the Company deems appropriate in order to assure compliance with applicable securities laws.

Any book entry account for the Unvested Shares will be restricted and subject to stop orders.

5.4 If certificates representing Unvested Shares are issued, they shall be retained by the Company. Within a reasonable time after the Unvested Shares become Vested Shares, all restrictions or stop orders applicable to such Vested Shares shall be removed and, in the event that certificates have been issued, legends shall be removed.

ARTICLE VI

Special TARP Provisions

6.1 Notwithstanding any contrary provision contained herein, during the period that the Shares constitute “long-term restricted stock” as that term is defined in the U.S. Department of the Treasury’s Interim Final Rule (31 CFR Part 30), the Shares shall have the following features:

(a) The Shares may not become transferable (as defined in 26 CFR 1.83-3(d)) at any time earlier than permitted under the following schedule (except as necessary to reflect a merger or acquisition of TriState):

(1) 25% of the Shares granted at the time of repayment of 25% of the aggregate financial assistance received by TriState under TARP.

(2) An additional 25% of the Shares (for an aggregate total of 50% of the Shares granted) at the time of repayment of 50% of the aggregate financial assistance received by TriState under TARP.

(3) An additional 25% of the Shares (for an aggregate total of 75% of the Shares granted) at the time of repayment of 75% of the aggregate financial assistance received by TriState under TARP.

(4) The remainder of the Shares granted at the time of repayment of 100% of the aggregate financial assistance received by TriState under TARP.

(b) Notwithstanding the foregoing, in the case of restricted stock for which the Grantee does not make an election under Section 83(b) of the Code, at any time beginning with the date upon which the stock becomes either transferable or not subject to a substantial risk of forfeiture and ending on December 31 of the calendar year including that date, a portion of the Shares may be made transferable as may reasonably be required to pay the federal, state, local, or foreign taxes that are anticipated to apply to the income recognized due to this vesting, and the amounts made transferable for this purpose shall not count toward the percentages in the schedule above.

(c) The Grantee must forfeit the restricted stock if he does not continue performing substantial services for TriState for at least two years from the date of the grant, other than due to his death or disability, or a qualifying change in control event with respect to TriState before the second anniversary of the date of grant.

ARTICLE VII

Miscellaneous

7.1 In the event of any change or changes in the outstanding Common Stock of the Company by reason of any stock dividend, recapitalization, reorganization, merger, consolidation, splitup, combination or exchange of shares, or any similar change affecting the Common Stock, any of which takes effect after the grant of this Restricted Stock Award evidenced by this Agreement, then in any such event the number and kind of shares subject to this Restricted Stock Award, and any other similar provisions, shall be appropriately adjusted consistent with such change in such manner as the Compensation Committee, in its discretion, may deem equitable to prevent substantial dilution or enlargement of the rights granted to the Grantee hereunder. Any adjustment so made shall be final and binding upon the Grantee and all other interested parties.

7.2 Whenever the word “Grantee” is used in any provision of this Agreement under circumstances where the provision should logically be construed to apply to the executors, the administrators, or the person or persons to whom this Restricted Stock Award may be transferred by will or by the laws of descent and distribution, the word “Grantee” shall be deemed to include such person or persons.

7.3 The Grantee shall be entitled to vote the Shares, whether Vested Shares or Unvested Shares, on all matters presented to the holders of Common Stock of the Company. The Shares, whether Vested Shares or Unvested Shares, shall be deemed to be issued and outstanding for all purposes, including, without limitation, the payment of dividends and distributions and any determination of any stockholder’s or stockholders’ percentage equity interest in the Company.

7.4 Nothing in this Agreement or the Stock Incentive Plan shall confer upon the Grantee any right to continue in the employ of the Company or shall affect the right of the Company to terminate the employment of the Grantee with or without cause.

7.5 This Restricted Stock Award received by the Grantee pursuant to this Agreement shall not be considered compensation for purposes of any pension or retirement plan, insurance plan or any other employee benefit plan of the Company unless otherwise provided in such plan.

7.6 Every notice or other communication relating to this Agreement shall be in writing and shall be mailed or delivered to the party for whom it is intended at such address as may from time to time be designated by it in a notice mailed or delivered to the other party as herein provided; provided, however, that unless and until some other address be so designated, all notices or communications by the Grantee to the Company shall be mailed or delivered to the Secretary of the Company at its office at One Oxford Center, 301 Grant Street, Pittsburgh, Pennsylvania 15219, and all notices or communications by the Company to the Grantee may be given to the Grantee personally or may be mailed to him.

7.7 This Agreement and its validity, interpretation, performance and enforcement shall be governed by the laws of the Commonwealth of Pennsylvania.

7.8 This Agreement will be binding upon and inure to the benefit of the Grantee’s heirs and representatives and the assigns and successors of the Company and may be assigned by the Company to any third party, but neither this Agreement nor any rights hereunder will be assignable or otherwise subject to hypothecation by the Grantee.

7.9 This Agreement represents the entire agreement of the parties with respect to the subject matter hereof. The Agreement may be amended or terminated at any time by written agreement of the parties hereto. Notwithstanding the foregoing or any provision of this Agreement to the contrary, the Company may at any time (without the consent of the Grantee) modify, amend or terminate any or of the provisions of this Agreement to the extent necessary to conform the provisions of the Agreement with Section 409A of the Code, or any of the rules promulgated by the United States Department of the Treasury with respect to TARP standards for compensation and corporate governance (31 CFR Part 30) to the extent that such rules are applicable to TriState at the relevant time for purposes of this Agreement, regardless of whether such modification, amendment, or termination of such provisions shall adversely affect the rights of the Grantee hereunder.

7.10 Whenever possible, each provision in this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement

will be held to be prohibited by or invalid under applicable law, then (a) such provisions will be deemed amended to accomplish the objectives of the provisions as originally written to the fullest extent permitted by law and (b) all other provisions of this Agreement will remain in full force and effect. If any benefit provided under this Agreement is subject to the provisions of Section 409A of the Code and the regulations issued thereunder, the provisions of the Agreement shall be administered, interpreted and construed in a manner necessary to comply with Section 409A and the regulations issued thereunder (or disregarded to the extent such provision cannot be so administered, interpreted, or construed.)

7.11 Any dispute or litigation arising out of or relating to this Agreement will be resolved in the courts of Allegheny County or the Western District of Pennsylvania and the Grantee hereby consents to jurisdiction in Pennsylvania.

7.12 No rule of strict construction will be implied against the Company, or any other person in the interpretation of any of the terms of this Agreement or any rule or procedure established by the Compensation Committee.

7.13 The Grantee agrees, upon demand of the Company, to do all acts and execute, deliver and perform all additional documents, instruments and agreements that may be required by the Company to implement the provisions and purposes of this Agreement.

7.14 The Grantee hereby grants to the Company a power of attorney and declares that the Company shall be the attorney-in-fact to act for and on behalf of the Grantee, to act in his name, place and stead, in connection with any and all transfers of Shares, whether Vested Shares or Unvested Shares, to the Company pursuant to this Agreement, including pursuant to Section 3.4 hereof.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.


TRISTATE CAPITAL HOLDINGS, INC.

By
		JAMES F. GETZ
	VICE CHAIRMAN & CFO
	(Title)

Exhibit 10.4

AGREEMENT OF LEASE

between

OXFORD DEVELOPMENT COMPANY/GRANT STREET, Landlord

and

TRISTATE CAPITAL HOLDINGS, INC., Tenant

For

Premises in

One Oxford Centre

Pittsburgh, Pennsylvania

DATED: August 29, 2006

TABLE OF CONTENTS


SECTION		PAGE

1.	Parties		4
2.	Premises		4
3.	Term		4
4.	Holding Over		5
5.	Rent		5
6.	Security Deposit		6
7.	Rental Adjustments For Taxes and Expenses		6
8.	Use of Premises		9
9.	Construction of Premises		10
10.	[Reserved)
11.	Alterations		10
12.	Building Services		10
13.	Assignment and Subletting		11
14.	Access to Premises		14
15.	Repairs		15
16.	Surrender of Premises		16
17.	Waiver of Claims		16
18.	Tenant Liability, Indemnification and Insurance		17
19.	Fire or Other Casualty		19
20.	Subordination, Mortgagee’s Approval and Attornment		20
21.	Eminent Domain		20
22.	Estoppel Certificate		21
23.	Bankruptcy		21
24.	[Reserved]
25.	Defaults and Remedies		22
26.	Non-Waiver		22
27.	Exoneration		24
28.	Relocation of Tenant		24
29.	Quiet Enjoyment		25
30.	Sprinklers		25
31.	Unavoidable Delay		25
32.	Non-Disruption		26
33.	Successors		26
34.	Governing Law		26
35.	Severability		26
36.	Captions and Interpretation of Lease Provisions		26
37.	Gender		27
38.	Waiver of Trial by Jury		27
39.	Notices		27
40.	Brokers		27
41.	Execution		28
42.	Modifications		28
43.	Rules and Regulations		28
44.	No Representations by Landlord		28
45.	Entire Agreement		28
46.	Definitions		29
47.	[Reserved]
48.	Hazardous Waste		29
49.	Corporate Tenant		30
50.	Financial Statement		30
51.	Americans With Disabilities Act		30
52.	Rental Statement		31
53.	Utility Deregulation		31
54.	Parking		31


55.	Good Faith and Fair Dealing		32
	Signatures		32

EXHIBITS	“A”	Plan of Premises
	“B”	Work Letter and Tenant Construction Procedures
	“C”	Cleaning Specifications
	“D”	Rules and Regulations
	“E”	Definition and Calculation of Rentable Area

AGREEMENT OF LEASE

PARTIES 1.

THIS AGREEMENT OF LEASE is made as of the 29 ^th day of August, 2006, between OXFORD DEVELOPMENT COMPANY/GRANT STREET, a Pennsylvania limited partnership, having its principal office at One Oxford Centre, Suite 4500, Pittsburgh, Pennsylvania 15219, hereinafter called “Landlord”, and TRISTATE CAPITAL HOLDINGS, INC., a Pennsylvania corporation, having its principal office at One Oxford Centre, Suite 2700, Pittsburgh, PA 15219, hereinafter called “Tenant”.

PREMISES 2.

Landlord hereby leases to Tenant and Tenant hereby hires from Landlord that certain space known as Suite 2700 having a Rentable Area (as that capitalized term is hereinafter defined) of approximately 23,129 square feet on the 27 ^th floor (“Premises”), as shown on the Plan attached hereto as Exhibit “A”, in the building known as One Oxford Centre, located at 301 Grant Street, Pittsburgh, Pennsylvania 15219, sometimes hereinafter referred to as “Building”. For purposes of this Lease, the term “Office Building”, as sometimes hereinafter used, shall refer to and be construed to mean only the office portion of One Oxford Centre, being the portions of the 3rd through 45th floors inclusive devoted to office use, while the term “Retail Areas”, as sometimes hereinafter used, shall refer to and be construed to mean the remainder of One Oxford Centre.

TERM 3.

(a) The term of this Lease and Tenant’s obligation to pay Rent hereunder shall commence on the earlier of (i) the 150 ^th day after this Lease is fully executed, and (ii) the date following Substantial Completion of the Premises when Tenant shall be able to take possession of and have full use and occupancy of the Premises except for the completion of minor punch list items (“Commencement Date”).

(b) The term of this Lease shall end at midnight on the last day of the 141st calendar month following the Commencement Date.

(c) Additionally, from the date upon which the Demised Premises are made available to Tenant for Tenant’s work, Tenant shall perform promptly such of its obligations contained in this Lease and/or any of the Exhibits attached hereto as are to be performed by it prior to the beginning of the term including, without limitation, its obligation to pay charges for all work pursuant to this Lease, but excepting its obligation to pay Rent and Rental Adjustments for Taxes and Operating Expenses.

(d) As an additional inducement for Tenant to enter into this Lease, Landlord hereby agrees to reimburse Tenant for up to six Rivers Club membership initiation fees upon presentation by Tenant of invoices therefor.

HOLDING OVER 4.

If Tenant retains possession of the Premises or any part thereof after the termination of the term of this Lease by lapse of time or otherwise, Tenant shall pay to Landlord Rent, as liquidated damages and not as a penalty, 125% of the Basic Monthly Rent specified in Section 5 hereof, adjusted according to the provisions of Section 7 hereof, for each month or portion thereof Tenant thus remains in possession. Nothing herein shall be construed to constitute Landlord’s consent to Tenant holding over after the expiration of the term. If Landlord is unable to deliver possession of the Premises to a new tenant or to perform improvements for a new tenant as a result of Tenant’s holdover and Tenant fails to vacate the Premises within 15 days after notice from Landlord, Tenant shall be liable for all damages that Landlord suffers from the holdover.

RENT 5.

Tenant shall pay to Landlord at its aforesaid principal office or at such other place as Landlord may designate from time to time in writing to Tenant, as basic yearly rent, (“Basic Annual Rent” or “Rent”), payable on or before the first business day of each calendar month in equal monthly installments in United States currency (sometimes hereinafter referred to as “Basic Monthly Rent”), in advance and without demand, beginning at the Commencement Date of the term and continuing until the expiration of said term, without any deduction or set-off whatsoever as follows.

BASE RENT:


Commencement Date thru 3 ^rd Calendar Month			$	28,341.67	/MO.	$	340,100.00	/YR.
Months 4	THRU	6	$	35,431.25	/MO.	$	425,175.00	/YR.
Months 7	THRU	12	$	42,514.58	/MO.	$	510,175.00	/YR.
Months 13	THRU	60	$	48,185.42	/MO.	$	578,225.00	/YR.
Months 61	THRU	141	$	56,858.79	/MO.	$	682,305.00	/YR.

Tenant shall pay the first full monthly installment upon the execution hereof and Landlord acknowledges receipt of such full month’s installment by its execution of this Lease. In addition, in the event the term of this Lease commences on a day other than the first business day of a calendar month, Tenant shall pay to the Landlord, on or before the Commencement Date of the term, a pro rata portion of the Basic Monthly Rent, such pro rata portion to be based on the number of days remaining in such partial month after the Commencement Date of the term. The first full monthly installment, paid upon the execution of this Lease, shall then be applied to the second month’s Rent installment. Tenant hereby covenants and agrees to pay the Rent hereby reserved as and when due, and also all other sums of money, rental adjustments, charges or other amounts required to be paid by Tenant to Landlord or to another person under this Lease, which shall be deemed to be additional rent to be paid in addition to the Rent provided for herein (“Additional Rent”). Nonpayment of such Additional Rent when due shall constitute a default under this Lease to the same extent, and shall entitle the Landlord to the same remedies, as nonpayment of Rent.

SECURITY DEPOSIT 6.

Within ten days after the full execution of this Lease, Tenant shall establish a deposit account in Tenant’s name with Lehman Brothers or other financial institution acceptable to Landlord (the “Account Holder”), such account to hold, unencumbered by any other lien or interest, $300,000.00 (the “Account”). The Account will be established for the sole purpose of serving as security for the full and faithful performance of the terms, covenants and conditions of this Lease. Simultaneously with opening the Account, Tenant shall deliver to Landlord a Pledge or Assignment of Account (the “Pledge of Account”), in form and substance satisfactory to the Account Holder and Landlord, whereby Landlord is granted a perfected first lien security interest in the Account in order to secure Tenant’s obligations under this Lease. In the event default shall be made in the payment of Rent or Additional Rent required to be paid by Tenant, or default shall be made by Tenant in the performance of any of the other covenants, agreements or conditions by it to be kept and performed hereunder, Tenant hereby authorizes Landlord, at its election, without notice, except as otherwise required by this Lease, and without terminating this Lease, to enforce its right under the Pledge of Account to apply the principal of the Account funds in payment of Rent or Additional Rent due hereunder or in remedying any other default hereunder. Any action taken by Landlord under this Section shall not be construed to be a waiver of any of its other rights available under this Lease by law, or in case of subsequent default, of any of its rights to enforce any remedy available to Landlord by law or under the provisions of this Lease, including the remedies set forth in this Section.

Once Tenant provides Landlord with verification that the following three conditions have been satisfied, and as long as Tenant is not then in default under this Lease beyond any applicable cure or grace periods, Landlord shall release its security interest in the Account in such form as the Account Holder and Tenant may require:

(1)

Tenant has received approval of its deposit insurance application by the Federal Deposit Insurance Corporation;

(2)

Tenant is a state chartered bank, licensed and regulated by the Pennsylvania Department of Banking; and

(3)

Tenant has obtained and deposited at least $35,000,000.00 in capital funding in order to commence its business operation.

RENTAL ADJUSTMENTS FOR EXPENSES 7.

In addition to the Basic Annual Rent provided in Section 5, Tenant shall pay to Landlord, as Additional Rent, the following rental adjustments with respect to each calendar year or part thereof during the term of this Lease. For purposes of this Lease, the following terms shall be defined as follows:

(a) “Rentable Area” is defined and shall be computed in the manner specified in Exhibit “E” which is attached hereto and made a part hereof.

(b) “Base Year” is defined as calendar year 2007.

(c) “Tenant’s Percentage” is defined as the ratio that the number of square feet of Rentable Area in the Premises bears to the number of square feet of Rentable Area in the Building Tenant’s Percentage being agreed to be 2.73%.

(d) “Taxes” are defined for purposes of this Lease as including, but not limited to (a) Real Property Taxes in an amount obtained by multiplying the assessed values of the land upon which the Building is situated and of the Building for such year by the then applicable respective tax rates (millage) for land and for buildings, and Personal Property Taxes, ad valorem or specific or otherwise, levied upon, or with respect to Landlord and/or tenant improvements, and any furniture, fixtures, machinery, and equipment used in the operation of the Building; (b) assessments (on the same schedule of payments incurred by Landlord), general or special (whether or not for work commenced or completed during the term of this Lease); (c) any tax or excise in addition thereto or substitution thereof levied by any governmental authority upon or in respect or by reason of ownership, leasing, operation or occupancy of the Land and/or the Building, and incurred by Landlord, and any tax against Landlord on rents and/or additional rents from the Building, including, without limitation, the Pittsburgh Business Privilege Tax (but excluding income and excess profits taxes, franchise, capital stock, and inheritance taxes, and licenses, inspection, and permit fees); (d) any water charges and/or sewer rents which may be assessed, levied, confirmed, or imposed on or in respect of or be a lien upon the Land and/or the Building; and (e) any and all reasonable fees, costs, and expenses incurred by Landlord in negotiating, appealing, or contesting any of the foregoing items specified above in (a) through (d). If at any time during the term of this Lease the methods of taxation prevailing as of the date hereof shall be altered so that in lieu of, or as an addition to or as a substitute for the whole or any part of the taxes, assessments, levies impositions or charges non-levied, assessed or imposed on real estate and the improvements thereof there shall be levied, assessed and imposed, (i) a tax, assessment, levy, imposition or charge wholly or partially as a capital levy or otherwise on the rents received therefrom or (ii) a tax, assessment, levy, imposition or charge measured by or based in whole or in part upon the Premises and imposed upon Landlord, or (iii) a licensed fee measured by the rent payable by tenants to Landlord or (iv) any other such additional or substitute tax, assessment, levy, imposition or charge, then all such taxes, assessments, levies, impositions or charges or the part thereof so measured or based shall also be deemed to be included within the term “Taxes” for the purpose hereof.

(1) Commencing with the first calendar year following the Base Year and continuing for each calendar year thereafter throughout the term, including the calendar year in which the Lease terminates, Tenant shall pay to Landlord (in the manner set forth and as defined below) Tenant’s Percentage of the excess, if any, in the Taxes for such calendar year over the Taxes for the Base Year.

(a) Commencing on January 1 of the calendar year following the Base Year, and on January 1 of each calendar year thereafter during the term hereof, the Basic Monthly Rent shall be increased by an amount equal to that amount derived by multiplying Tenant’s Percentage times two and one-half (2.5%) percent of the prior calendar year’s Taxes and then dividing by twelve (12), which amount shall apply on account of the “Rental Adjustment for Taxes” (as that term is hereinafter defined) payable by Tenant in respect of the then current calendar year.

(b) Within a reasonable amount of time after the end of each calendar year, Landlord shall furnish Tenant a statement, in reasonable detail, of the actual Taxes incurred and paid by Landlord for that calendar year. If the Taxes for the Base Year shall be less than the actual taxes incurred and paid for any such calendar year, Tenant’s Percentage of such difference shall be hereinafter referred to as the “Rental Adjustment for Taxes.”

(c) If, at the end of any calendar year, it is determined that the aggregate of the monthly increase amounts in respect of Taxes paid by Tenant for such calendar year (pursuant to subsection (a) above) is less than the actual amount of the Rental Adjustment for Taxes payable hereunder by Tenant, the deficiency shall be payable by Tenant within thirty (30) days from the sending of a statement by Landlord to Tenant, and if Tenant shall have paid an excess, it shall apply on account of Rent due or next to become due from Tenant to Landlord.

(2) Should Landlord recover, by legal proceedings or otherwise, taken by Landlord in its sole discretion, Taxes paid by Landlord in respect of any calendar year, Tenant’s Percentage of such recovery (net of costs incurred in obtaining such recovery) shall be treated as a deduction from the Rental Adjustment for Taxes payable by Tenant for the calendar year following the calendar year in which the recovery is received, by crediting Tenant’s next due and payable Basic Monthly Rent.

(e) “Operating and Maintenance Expenses” are defined as (a) all those expenses of every kind and character incurred during each year in respect of the operation, management and maintenance of the Land and Building in accordance with accepted principles of sound management and generally accepted accounting principles as applied to the operation, management and maintenance of first class office buildings in Pittsburgh, Pennsylvania, including without limitation premiums for all insurance carried by Landlord, plus (b) those additional expenses which Landlord reasonably determines it would have so incurred during each year had the Building been one hundred (100%) percent occupied. Such “Operating and Maintenance Expenses” shall not include (i) expenses for any capital improvements made to Land or Building or Premises, including without limitation, improvements of every nature (except that capital expenses for improvements which result in savings of labor or other costs to Landlord shall be included at the cost of such improvements amortized over the useful life of the improvement); (ii) expenses for repairs or other work occasioned by fire, windstorm or other insured casualty, or where the same is required to be performed by Landlord hereunder; (iii) expenses incurred in leasing or procuring new tenants (i.e., lease commissions, advertising expenses and expenses of renovating space for new tenants); (iv) legal expenses in enforcing the terms of any lease (excepting, any legal expense incurred by Landlord in enforcing the terms of a lease, when such enforcement, in the sole reasonable discretion of Landlord, imparts a benefit to all tenants of the Building; for example, by way of illustration, but not in limitation of the foregoing, expenses incurred by Landlord in enjoining conduct by a tenant which is injurious to the safety or reputation of the Building); (v) interest of any nature, including without limitation, amortization payments on any mortgage or mortgages; (vi) overhead and profit inducement paid to subsidiaries or affiliates of Landlord for services on or to the land or Building to the extent that the costs of such services exceed the cost that an independent third party would charge for providing such services; (vii) any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord; (viii) the purchase of sculpture, paintings or other objects of art; (ix) wages, salaries or other compensation paid to any executive employees above the grade of building superintendent; and (x) depreciation of the Building. Additionally, it is understood that there may be one or more tenants in the Building who will directly provide, at their own cost and expense, a service(s) to their own respective leased premises which would otherwise be provided by Landlord (e.g. janitorial service), the cost of which service (had it been so provided by Landlord) would ordinarily be included in Operating and Maintenance Expenses. Since the Rentable Area of any such other tenant would nonetheless be included in the calculation of the Building Percentage and in

the calculation of Tenant’s Percentage, the following adjustment to the calculation of annual Operating and Maintenance Expenses shall be made in the above described situation. The actual annual expenses incurred by Landlord for any such service(s) (e.g., janitorial service, as aforesaid), which Landlord has provided to less than all of the tenants in the Building (which expense is a component in calculating annual Operating and Maintenance Expenses for the Building) shall be increased by that amount which Landlord reasonably determines it would have additionally incurred had it actually provided such service(s) to any such other tenant(s) in the Building. By way of example, if a tenant in the Building (when 100% occupied) who occupies fifty (50%) percent of the Rentable Area in the Building contracts directly for janitorial service for its leased premises (as opposed to Landlord’s providing such service), then the janitorial service expense actually incurred by Landlord in any such year would be doubled before it is added into the calculation of actual Operating and Maintenance Expenses for each year.

(1) Commencing with the first calendar year following the Base Year and continuing for each calendar year thereafter throughout the term, including the calendar year in which the Lease terminates, Tenant shall pay to Landlord (in the manner set forth and as defined below) Tenant’s Percentage of the excess, if any, in the Operating and Maintenance Expenses for such calendar year over the Operating and Maintenance Expenses for the Base Year.

(a) Commencing on January 1 of each calendar year following the Base Year, the Basic Monthly Rent (as the same may have already been adjusted in prior years pursuant to this section) shall be increased by an amount equal to that amount derived by multiplying Tenant’s Percentage times a percentage determined by Landlord (but not to exceed 5%) of the prior calendar year’s Operating and Maintenance Expenses and then dividing by twelve (12), which amount shall apply on account of the “Rental Adjustment for Operating and Maintenance Expenses” (as that term is hereinafter defined) payable by Tenant in respect of the then current calendar year.

USE OF PREMISES 8.

Tenant shall use and occupy the Premises, subject to the certificate of occupancy for the Building, for general office and/or a bank licensed by the Pennsylvania Department of Banking offering private banking and private wealth management services. Tenant shall not use or occupy the Premises for any other purposes or business without the prior written consent of Landlord. Tenant shall observe and comply with all applicable governing laws, statutes, ordinances, rules, regulations and the Rules and Regulations attached hereto as

Exhibit “D” and made part hereof. All such Rules and Regulations shall apply to Tenant and its employees, agents, licensees, invitees, subtenants, contractors, subcontractors and assignees.

CONSTRUCTION OF PREMISES 9.

Tenant shall be entitled to perform certain initial improvements to the Premises in order to prepare the Premises for Tenant’s occupancy. Such initial improvement work shall be performed in accordance with the terms and conditions contained in the Work Letter attached hereto.

[Reserved] 10.

ALTERATIONS 11.

Tenant shall make no alterations, installations, additions, improvements or changes in or to the Premises without the prior written consent of Landlord. However, Landlord’s consent shall not be required for any Alteration that satisfies all of the following criteria (a “Permitted Alteration”): (a) is not visible from the exterior of the Premises or Building; (b) will not affect structural portions of the Building, a public restroom, or any mechanical, electrical or plumbing system or equipment located in the internal core of the Building on the floor on which the Premises are located; (c) does not require work to be performed inside the walls or above the ceiling of the Premises, and (d) the cost of which does not exceed $50,000.00. Permitted Alterations shall be subject to all the other provisions of this Section 11. Additionally, notwithstanding the foregoing, Tenant acknowledges that the conduit and telephone lines contained in the Building reaching from the demarcation room in the basement to the various floors of the Building are the property of Landlord. To the extent Tenant desires to use any such conduit or lines, it must first obtain Landlord’s approval and secondly must have any lines which it intends to use tested by a qualified telephone installer to assure they are not already in use. Upon approval, Tenant may use same, but Landlord shall not be responsible for the quality, quantity, lack of sufficiency of service provided by such lines or conduit, nor shall Landlord be responsible to maintain, repair or replace said lines or conduit.

Failure to obtain such consent or violation by Tenant of any of the terms or conditions of such consent or of this Section 11 shall constitute a default and breach of this Lease by Tenant, and Landlord may pursue any or all of the remedies provided for in this Lease. If Landlord grants such consent, Tenant, at least fifteen (15) days before commencement of any work or delivery of materials to the Premises or Building, shall furnish to Landlord plans and specifications, necessary approvals and permits, names and addresses of all contractors and subcontractors, and indemnification in form and amount satisfactory to Landlord. Tenant shall perform or cause to be performed such work in such a manner so as not to unreasonably interfere with or impair the use and enjoyment of any other portion of the Building by Landlord and/or other tenants and, if required by Landlord, in its sole reasonable discretion, Tenant shall do or cause such work to be done after business hours and on weekends and holidays. All such alterations, installations, additions, improvements, or changes, along with the construction and other items of work done pursuant to Section 9 hereof, shall become a part of the Premises when made and shall remain upon and be surrendered with the Premises at the end of the term, provided, however, that if at the time of Tenant’s request for approval of any alterations, installations, additions, improvements or changes Landlord notifies Tenant that the same will have to be removed at the end of the term. Tenant shall promptly remove the alterations, installations, additions,

improvements, phone and data cabling, switches and termination blocks or changes which were placed in the Premises by Tenant and which are designated in said notice. No notice shall be required, and Tenant shall be obligated to remove, Alterations that are not standard office improvements, such as personal baths and showers, vaults, rolling file systems, and safe deposit boxes. Tenant shall repair any damage occasioned by such removal, and, in default thereof, Landlord may effect said removals and repairs at Tenant’s expense. Tenant agrees to hold Landlord forever harmless from and to indemnify Landlord for and defend Landlord against any and all claims and liabilities of every kind and description which may arise out of or be connected in any way with said improvements, installations, alterations, additions or changes. Tenant shall pay the cost of all such improvements, installations, alterations, additions or changes, and also the costs of decorating or redecorating the Premises and the Building occasioned by such improvements, installations, alterations, additions or changes. Tenant hereby covenants and agrees not to place or permit to be placed any lien or liens on or against the Premises and/or the Building. Further, Tenant does hereby waive, relinquish and disclaim any right or power to cause any lien to attach to the Landlord’s interest in the Premises and/or the Building, and Tenant does hereby agree to hold harmless, indemnify and defend Landlord from and against any such lien or liens. Tenant agrees to pay all sums of money in respect of any labor, services, materials, supplies or equipment furnished or alleged to have been furnished to Tenant in or about the Premises and/or Building which may be secured by any mechanic’s, materialmen’s or other lien against the Building or the Landlord’s interest therein and will cause each such lien to be discharged at the time performance of any obligation secured thereby matures, provided that Tenant may contest such lien, but if such lien is reduced to final judgment and if such judgment or process thereon is not stayed, or if stayed and said stay expires, then and in each such event Tenant shall forthwith pay and discharge said judgment. Landlord shall have the right to post and maintain on the Premises, notices of nonresponsibility under the laws of the Commonwealth of Pennsylvania. Upon completing such improvements, installations, alterations, additions or changes, Tenant shall furnish Landlord with contractors’ affidavits and full and final waivers of lien and receipted bills covering all labor and materials expended and used. All such improvements, installations, alterations, additions or changes shall comply with all insurance requirements and with all laws, ordinances, rules and regulations of all governmental authorities, and shall be constructed in good and workmanlike manner, and only good grades of materials shall be used. Tenant shall permit Landlord to inspect construction operations in connection with such work, provided such inspection shall not unreasonably interfere with Tenant’s use and occupancy of the Premises. If Tenant desires signal, communication, alarm or other utility or service connections installed or changed, the same may, at Landlord’s option, be provided by Landlord at the expense of Tenant. At the time that Tenant requests Landlord’s consent to an Alteration that will be paid for entirely by Tenant, Tenant shall have the right to also notify Landlord that Tenant will remove the Alteration at the end of the term. If Tenant so notifies Landlord, Tenant shall obligated to remove the item at the end of the term and to restore the affected area.

BUILDING SERVICES 12.

Landlord shall provide, in accordance with Exhibits “B” and “C” attached hereto and made a part hereof, the following services and facilities:

(a) Air conditioning, ventilation and heating during the hours from 7:30 A.M. to 6:30 P.M. on normal business days, and from 8:00 A.M. to 1:00 P.M. on Saturdays (hereinafter “Normal Building Hours”), and at other hours as Tenant

3-15-07 CHANGED TIME 7:00 AM to 8 PM M – THURSDAY 8:00 AM to 3 PM – SAT.

may request, provided that such request shall be made prior to 12:00 noon in the case of after hours service on Monday through Friday and prior to 12:00 noon on Friday for after-hours service on weekends. Requests shall be made in writing and delivered to the Building office. Tenant shall pay to Landlord Landlord’s cost for providing any after hours service. Landlord will establish the hourly cost of such service including reasonable physical depreciation based upon the anticipated operating life of the equipment (but not to the extent that such depreciation is already accommodated for in operating expense calculations) at or prior to the Commencement Date, which cost is presently estimated to be One Hundred Forty Five and 00/100($145.00) Dollars plus tax (subject to annual CPI adjustment) per hour per floor, and shall from time to time notify Tenant in writing of changes in such cost. Landlord will render to Tenant and Tenant shall promptly pay monthly bills for such service.

The air conditioning system will provide interior conditions of 75 degrees Fahrenheit dry bulb and fifty-five (55%) percent relative humidity when outside conditions are 95 degrees Fahrenheit dry bulb and 74 degrees Fahrenheit wet bulb, except to the extent such services shall be limited by any governmental authority. The heating system for the Building shall be capable of maintaining 70 degrees Fahrenheit based on outdoor conditions of 5 degrees Fahrenheit, except to the extent such services shall be limited by governmental authority. Notwithstanding any limitation imposed by governmental authority on the actual operation of the air conditioning and heating systems, such systems, except during periods to accommodate required maintenance and repairs, shall at all times have the operating capabilities set forth above.

Landlord will maintain the air conditioning systems, and will use all reasonable care to keep the same in proper and efficient operating condition; but Landlord will not be responsible for the failure of the air conditioning system to meet the requirements hereinbefore specified if such failure results from the occupancy of the Premises by more than an average of one person for each 150 square feet of rentable area or if Tenant installs and operates machines, appliances and lighting fixtures, including Building Standard lighting fixtures in the ceiling, which exceed a total of three (3) watts of connected load per square foot of useable area.

Tenant agrees to cooperate fully with Landlord and to abide by all the regulations and requirements which Landlord may reasonably prescribe for the proper functioning and protection of the heating, ventilating and air conditioning systems. Tenant also agrees to abide by all governmental regulations regarding heating and cooling and agrees to indemnify Landlord for any liabilities imposed upon Landlord for Tenant’s failure to do so.

(b) Continuous passenger elevator service during normal business days and hours, and service via at least one (1) car at all other times.

(c) Janitor service, including the removal of debris, cleaning of space, dusting of furniture, desks and pictures, and vacuuming.

(d) Hot and cold water for Building Standard lavatory facilities and cold water for drinking fountains. If Tenant requires significant additional quantities of water for any additional purposes, Tenant shall pay the cost thereof as shown on a meter to be installed and maintained at Tenant’s expense to measure such consumption.

(e) Relamping and reballasting in the common areas of the Building. However, relamping and reballasting in Tenant’s Premises shall be performed by Landlord at Tenant’s direction and at Tenant’s sole cost and expense.

(f) The parties acknowledge that safety and security devices, services and programs provided by Landlord, if any, while intended to deter crime and ensure safety, may not in given instances prevent theft or other criminal acts, or ensure safety of persons or property. The risk that any safety or security device, service or program may not be effective, or may malfunction, or be circumvented by a criminal, is assumed by Tenant with respect to Tenant’s property and interests, and Tenant shall obtain insurance coverage to the extent Tenant desires protection against such criminal acts and other losses. Tenant reserves the right to install an electronic security system in the Premises. Landlord and Tenant shall cooperate fully in the installation and operation of the system. The system shall be installed in a manner that does not detract in any way from the aesthetics of the Building.

Building services include a manned security desk on the lobby level of the Building. However, Tenant is solely responsible for providing security within its Premises. Tenant understands, acknowledges and agrees that no Landlord security personnel will be assigned to monitor activities in the Common Areas on the floor on which the Premises are located LANDLORD MAKES NO REPRESENTATION OR WARRANTY, AND HEREBY DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF SUITABILITY OR FITNESS FOR ANY PARTICULAR USE, WITH RESPECT TO ANY SECURITY SYSTEM INSTALLED BY LANDLORD SERVING THE PREMISES, THE BUILDING AND/OR THE COMMON AREAS.

Basic Annual Rent includes consumption of electricity for Building Standard 277-volt lightning fixtures installed in the Premises and for normal small business machines including without limitation computers, security systems and devices (but not supplemental HVAC equipment, nor for the consumption of electricity used in the Premises of a total connected load in excess of a total of 3 watts per square foot of Useable Area connected to Building Standard 120-volt, single phase outlets during normal business days and hours. Tenant shall pay monthly to Landlord, as Additional Rent, 1) Landlord’s actual cost of electricity plus tax for any electricity used in conjunction with a request to have Landlord supply lighting after Normal Business Hours (such hourly amount being subject to escalation based upon electricity costs) and 2) for the consumption of electricity used in the Premises for servers or supplemental HVAC equipment, and for the consumption of electricity of a total connected load in excess of a total of 3 watts per square foot of Useable Area, at a rate computed on Landlord’s average cost per kilowatt hour, determined by dividing the total kilowatt hours used into the total cost of the utility company’s invoices paid for the Building for the prior month. The amount of total connected load in the Premises in excess of 3 watts per square foot of Useable Area shall be determined by Landlord’s reasonable estimate, or, if requested by Tenant, by an engineering analysis and/or study, such analysis and/or study to be at Tenant’s cost. Except as otherwise provided in this Lease, Landlord shall not be liable for failure of and/or lack of supply in the electric current.

Landlord shall not be liable to Tenant and except as expressly provided in this paragraph, there shall be no abatement or diminution in Rent or Additional Rent in the event of the suspension, delay or stoppage of any of the services to be furnished and provided by Landlord under this Lease, whenever occasioned by reason of fire, storm, explosion, strike, lockout, labor dispute, casualty or accident, lack or failure of sources of supply of labor, energy or fuel (or inability in the exercise of reasonable diligence to obtain any required energy or fuel), acts of God or the public enemy, riots, interferences

by civil or military authorities in compliance with the laws of the United States of America or with the laws, orders or regulations of any governmental authority, or by reason of any other cause beyond Landlord’s control, or for emergency, or for inspection, cleaning, repairs, replacements, alterations, or improvements which, in Landlord’s reasonable judgment, are desirable or necessary to be made, Landlord may suspend any such service until completion of any such work, which Landlord covenants and agrees to use commercially reasonable efforts to complete in a timely manner. Notwithstanding the foregoing, Tenant shall have the following remedies in the event of any interruption in the furnishing of services, it being understood that these remedies are Tenant’s exclusive remedies in the event of a service interruption:

(i) If an Essential Service Failure (as defined below) occurs with respect to the Demised Premises or any portion thereof (“Affected Area”), Tenant shall promptly deliver to Landlord notice (which may be oral, so long as it is confirmed in writing within one (1) business day) (“Cure Notice”) describing the Essential Service Failure and the Affected Area. “Essential Service Failure” shall mean complete electrical outage, complete unavailability of any elevator service, complete loss of plumbing, or complete unavailability of heating, ventilation or air conditioning to the Affected Area which materially and adversely affects Tenant’s ability to conduct business operations in the Affected Area.

(ii) If the Essential Service Failure is caused by Landlord or is within Landlord’s reasonable control to remedy and continues for five (5) consecutive business days from the date the Cure Notice is received, Tenant shall be entitled to an abatement of Rent (allocable to the Affected Area) after the expiration of the five (5) consecutive business day period and continuing until the date the Essential Service Failure is remedied, provided, however, that Tenant shall be entitled to such abatement only to the extent Tenant has actually vacated the Affected Area.

(iii) If the Essential Service Failure is not caused by Landlord and is not within Landlord’s reasonable control to remedy and continues for ten consecutive business days from the date the Cure Notice is received, Tenant shall be entitled to an abatement of Rent (allocable to the Affected Area) after the expiration of the ten consecutive business day period and continuing until the date the Essential Service Failure is remedied, provided, however, that Tenant shall be entitled to such abatement only to the extent Tenant has actually vacated the Affected Area.

(iv) Notwithstanding anything to the contrary herein, this Section 12 shall not apply where an Essential Service Failure occurs due to casualty or condemnation to the Premises or the Building, in which event Articles 19 and 21 of this Lease shall control.

ASSIGNMENT AND SUBLETTING 13.

Tenant shall not assign, transfer, mortgage or otherwise encumber this Lease or sublet or permit to be occupied or used by anyone other than Tenant or TriState Capital Bank, a wholly-owned subsidiary of Tenant currently in formation, or its or their employees all or any part of the Premises without Landlord’s prior written consent, which Landlord agrees to not unreasonably withhold or delay. It will not be unreasonable for Landlord to withhold consent if the reputation, financial responsibility, or business of the proposed assignee or subtenant is unsatisfactory to Landlord, or if Landlord deems such business not consonant with that of other tenants in the Building, or if the proposed assignee or subtenant is a present of the Building.

Such written request for Landlord’s consent shall contain (a) the name, address, and description of the business of the proposed assignee or subtenant, (b) the proposed assignee’s or subtenant’s most recent financial statement and any other evidence of financial responsibility, (c) a statement of the intended use of the Premises, and (d) the terms and conditions of the proposed assignment or subletting. Within ten (10) days from receipt of such request that includes all of the required information, Landlord shall grant or refuse consent. Tenant acknowledges that Landlord’s loan agreement obligates Landlord to present any such request to Landlord’s lender in the event the proposed transfer changes any of the terms and conditions hereunder, in which event the lender shall have twenty days following Landlord’s receipt of Tenant’s request to approve or reject same. If the lender does not approve the transfer, Landlord shall not approve the transfer.

In the event that any subletting or assignment, even with the consent of Landlord, results in rental income or other charges in an amount greater than provided in this Lease, attributable to the sublet or assigned space, then such excess shall be shared equally between Landlord and Tenant. Similarly, in the event that Tenant should receive from its subtenant or assignee any consideration for the making of such subletting or assignment, even if such subletting or assignment is consented to by Landlord, such consideration shall be shared equally between Landlord and Tenant.

Each assignee shall assume, and be deemed to have assumed, this Lease and be and remain liable jointly and severally with Tenant for all payments and for the due performance of all terms, covenants and conditions herein contained on Tenant’s part to be paid and performed. No assignment shall be binding upon Landlord unless the assignee shall deliver to Landlord an instrument containing a covenant of assumption by the assignee, but the failure or refusal of an assignee to execute the same shall not release such assignee from its liability as set forth herein.

Any consent by Landlord shall not constitute a waiver of strict future compliance by Tenant or any transferee(s) of the provisions of this Section 13 or a release of Tenant from the full performance by it of the covenants on its part herein contained.

ACCESS TO PREMISES 14.

Landlord, its employees and agents shall have the right to enter the Premises at all reasonable times and in a manner that does not interfere with Tenant’s business for the purpose of examining or inspecting the same, showing the same to prospective purchasers, mortgagees, of the Building, performing cleaning and maintenance, and making such alterations, repairs, improvements or additions to the Premises or to the Building as Landlord may deem necessary or desirable. If representatives of Tenant shall not be present to open and permit entry into the Premises at any time when such entry by Landlord is necessary or permitted hereunder, Landlord, its employees and agents may enter by means of a master key (or forcibly in the event of an emergency), without liability of Landlord to Tenant and without such entry constituting an eviction of Tenant or termination of this Lease. Notwithstanding the foregoing, Landlord, its employees, agents and invitees shall comply at all times with all security policies and procedures that Tenant adopts, from time to time, in accordance with applicable law governing financial institutions, including without limitation policies and procedures that pertain to data integrity and security to the extent applicable to Landlord’s day to day activities and operations at the Building. Tenant agrees to provide Landlord with necessary information as

to such policies and procedures as they are adopted, implemented and revised, from time to time during the Term.

REPAIRS 15.

Landlord shall make all repairs and replacements necessary to maintain the plumbing, air conditioning and electrical systems, windows, common walls and floors (excluding floor coverings), except repairs or replacements of Tenant’s trade fixtures and property and installations which Tenant was obligated to make or which were performed by Landlord or others at Tenant’s request. All such repairs and replacements made by Landlord shall be made in a manner consistent with the operation of first class office buildings in Pittsburgh, Pennsylvania. The cost of such repairs made by Landlord shall be included in “Operating and Maintenance Expenses.” It is provided, however, that Landlord shall not be obligated for any of such repairs until the expiration of a reasonable period of time after receipt of written notice from Tenant that such repairs are needed. Should any damage caused by any act, omission or negligence of the Tenant or its employees, agents, invitees, licensees, subtenants, contractors, subcontractors or assignees, Tenant shall be responsible to pay the costs of repair; provided however, if the damage is covered by Landlord’s insurance, Tenant shall be required to pay the deductible.

Tenant shall take good care of the Premises and the fixtures and appurtenances therein. Tenant shall, at its sole cost and expense, repair and replace all damage or injury to the Premises and Building and to fixtures and equipment therein caused by Tenant or its employees, agents, invitees, licensees, subtenants, contractors, subcontractors, or assignees as the result of all or any of them moving in or out of Building or by installation or removal of furniture, fixtures or other property. All repairs and replacements shall be in quality and class equal to the original, undamaged condition. If Tenant fails to make such repairs or replacements, the same may be made by Landlord and such expense shall be collectible as Additional Rent and paid by Tenant within fifteen (15) days after rendition of a bill therefor.

Landlord shall take all necessary precautions so as to prevent any material inconvenience, injury to, disruption or interference with Tenant’s business arising from Landlord’s making of any repairs, alterations, additions or improvement in or to the Premises or the Building or to any appurtenances or equipment therein. There shall be no abatement of Rent because of such repairs, alterations, additions or improvements, except as may be specifically provided in Section 19 hereof. Landlord covenants to use commercially reasonable efforts to implement such repairs, alterations, additions or improvements in a timely and expeditious manner.

SURRENDER OF PREMISES 16.

Upon the termination of this Lease by lapse of time or otherwise, Tenant shall surrender the Premises together with all alterations, additions, and improvements thereto (except as otherwise agreed pursuant to Section 11), in broom-clean condition and in good order and repair, except for ordinary wear and tear and damage for which Tenant is not obligated to make repairs under this Lease, failing which Landlord may restore the Premises to such condition and Tenant shall pay the reasonable cost thereof. Upon such termination (except as otherwise agreed pursuant to Section 11), all installations, alterations, additions, hardware and improvements, including partitions which may have been installed by either Landlord or Tenant upon the Premises, shall remain upon the Premises and shall be Landlord’s property, all without compensation, allowance,

or credit, except that Tenant’s trade fixtures and furniture shall remain Tenant’s property, and Tenant shall have the right prior to such termination to remove the same. It is specifically agreed that Tenant’s covenants set forth in sub-sections (i) and (ii) above shall survive the termination of this Lease.

TENANT EXPRESSLY WAIVES TO LANDLORD THE BENEFIT TO TENANT OF 68 P. S. SECTION 250.501, APPROVED APRIL 6, 1951, ENTITLED “LANDLORD AND TENANT ACT OF 1951”, AS MAY BE AMENDED FROM TIME TO TIME, REQUIRING NOTICE TO QUIT UPON THE EXPIRATION OF THE TERM OF THIS LEASE OR AT THE EXPIRATION OF ANY EXTENSION OR RENEWAL THEREOF, OR UPON ANY EARLIER TERMINATION OF THIS LEASE, AS HEREIN PROVIDED. TENANT COVENANTS AND AGREES TO VACATE, REMOVE FROM AND DELIVER UP AND SURRENDER THE POSSESSION OF THE PREMISES TO LANDLORD UPON THE EXPIRATION OF THE TERM OR UPON THE EXPIRATION OF ANY EXTENSION OR RENEWAL THEREOF, OR UPON ANY EARLIER TERMINATION OF THIS LEASE, AS HEREIN PROVIDED, WITHOUT SUCH NOTICE, IN THE CONDITION AS REQUIRED ABOVE.

WAIVER OF CLAIMS 17.

Tenant agrees that Landlord, its agents, employees and servants shall not be liable for, and Tenant waives all claims against Landlord, its agents, employees and servants for injury to person or damage to property sustained by Tenant or any other person occurring in or about the Building or the Premises, resulting directly or indirectly from any existing or future condition, defect, matter or thing in the Premises, the Building or any part thereof or from equipment or appurtenances becoming out of repair or from accident, or from any occurrence or act, or omission of Landlord, its agents, employees or servants, or of any tenant or occupant of Building, or of any other person, unless any of the foregoing shall be either (i) caused by or due to the negligence of Landlord, its agents, employees or servants, or (ii) caused by Landlord’s breach of its repair and maintenance obligations under this Lease. This Section 17 shall apply especially, but not exclusively, to property damage caused as aforesaid or by the flooding of basements or other areas or by bursting or leakage from pipes, plumbing fixtures, refrigerators, sprinkling devices, air conditioning apparatus, or by water, snow, frost, steam, excessive heat or cold, falling plaster, broken glass, sewage, gas, and shall apply regardless of the fault. It is the intention of the parties that Tenant shall look solely to its own insurance carrier for reimbursement for such damage, and without such insurance carrier having any rights of subrogation against Landlord, all as more fully set out in Section 18.

TENANT LIABILITY, INDEMNIFICATION AND INSURANCE 18

(a) Tenant covenants and agrees to provide on or before the commencement of the term and to keep in force during the entire term of this Lease: (1) commercial general liability insurance for the mutual benefit of Landlord and Tenant relating to the Premises and its appurtenances in an amount of not less than $2,000,000.00 in respect of personal injury or death and of not less than $500,000.00 in respect of property damage, which insurance shall name Landlord as an additional insured; (2) fire and extended coverage, vandalism, malicious mischief and special extended coverage insurance in an amount adequate to cover the cost of replacement of all leasehold or building improvements in the Premises which were originally constructed or provided by or on behalf of Tenant, at Tenant’s cost, as well as the cost of replacement of all fixtures, equipment, decoration, contents and personal property therein; Tenant agrees to deliver to Landlord at least fifteen (15) days prior to the time such insurance is first required to be carried by Tenant, and thereafter at least fifteen (15) days prior to the expiration of any such policy, either a duplicate original or a certificate and true copy of all policies procured by Tenant in compliance

with its obligations hereunder, together with evidence of payment therefor. Tenant shall, within thirty (30) days after the Commencement Date of the term, provide Landlord with a list of all leasehold and building improvements in the Premises and their value, and shall update the same throughout the term of this Lease upon written request by Landlord.

(b) All of the aforesaid insurance shall be written by one or more responsible insurance companies reasonably satisfactory to Landlord; all such insurance may be carried under a blanket policy covering the Premises and any other of Tenant’s offices or properties and shall contain endorsements that: (1) such insurance may not be canceled, or fail to be renewed, or amended with respect to Landlord and/or its designee(s), except upon ten (10) days prior written notice, by certified mail-return receipt requested, to Landlord and/or such designee(s) from the insurance company; and (2) Tenant shall be solely responsible for payment of premiums for such insurance.

(c) The minimum limits of the commercial general liability policy of insurance shall in no way limit or diminish Tenant’s liability under subsection (d) hereof and shall be subject to increase at any time after the 36 ^th month of this Lease and only after Landlord has determined that such increased coverage is customary in the Pittsburgh Central Business District market place and will apply to all tenants in the Building.

(d) Tenant will indemnify, save harmless, and defend Landlord from and against any and all claims and demands in connection with any accident, injury or damage whatsoever caused to any person or property arising directly or indirectly out of the business conducted in the Premises or occurring in, on or about the Premises or any part thereof, or arising directly or indirectly from any act or omission of Tenant or any assignee, concessionaire or subtenant or their respective licensees, servants, agents, employees, or contractors, and from and against any and all costs, expenses and liability incurred in connection with any such claim or proceeding brought thereon. The comprehensive general liability coverage maintained by Tenant pursuant to subsection (a) above shall specifically insure the contractual obligations of Tenant as set forth herein.

(e) Tenant agrees, at its own cost and expense, to comply with all of the rules, regulations and recommendations of the Fire Insurance Rating Organization having jurisdiction and any similar body. If, at any time and from time to time, as a result of or in connection with any failure by Tenant to comply with the foregoing sentence or any act of omission or commission by Tenant, its employees, contractors or licensees, or as a result of or in connection with the use to which the Premises are put (notwithstanding that such use may be for the purposes hereinbefore permitted or that such use may have been consented to by Landlord), the fire insurance rate(s) and/or rent insurance rates applicable to the Premises, or the Building in which same are located, or to any other premises in said Building, or to any adjacent property owned or controlled by Landlord or an affiliate of Landlord, and/or to the contents in any or all of the aforesaid properties shall be higher than that which would be applicable for the least hazardous type of occupancy legally permitted therein, Tenant agrees that it will pay to Landlord, on demand, as Additional Rent, such portion of the premiums for all fire insurance policies and/or rent insurance in force with respect to the aforesaid property and the contents of any occupant thereof as shall be attributable to such higher rate(s). If Tenant installs any electrical equipment that overloads the lines in the Premises or the Building in which the Premises are located, Tenant shall, at its own cost and expense, promptly make whatever changes are necessary to remedy such condition and to comply with all requirements of the

Landlord and the Fire Insurance Rating Organization and any similar body and any governmental authority having jurisdiction thereof. For the purpose of this paragraph, any finding or schedule of the Fire Insurance Rating Organization having jurisdiction thereof shall be deemed to be conclusive. In the event that this Lease so permits and Tenant engages in the preparation of food or packaged foods or engages in the use, sale or storage of flammable or combustible material, Tenant shall install chemical extinguishing devices (such as ansul) approved by the Fire Insurance Rating Organization having jurisdiction and shall keep such devices under service as required by such organization. If gas is used in the Premises, Tenant shall install gas cutoff devices (manual and automatic).

(f) Each insurance policy carried by Landlord or Tenant and insuring all or any part of the Building, the Premises, including improvements, alterations and changes in and to the Premises made by either of them and Tenant’s trade fixtures or contents therein, shall be written in a manner to provide that the insurance company waives all right of recovery by way of subrogation against Landlord or Tenant, as the case may be, in connection with any loss or damage to the Premises or the Building in which the Premises are located, or to property or business caused by any of the perils covered by fire and extended coverage, building and contents, and business interruption insurance, for which either party may be reimbursed as a result of insurance coverage affecting any loss suffered by it. Neither Landlord nor Tenant shall be liable to the other for any such loss or damage, provided, however, that the foregoing waivers of liability given by Landlord and Tenant to each other shall apply only to the extent of any recovery made by the parties hereto under any policy of insurance now or hereafter issued.

(g) Landlord agrees to maintain: (1) commercial general liability insurance relating to the Building and its common areas on an occurrence basis in commercially reasonable amounts; (2) fire and extended coverage, vandalism, malicious mischief and special extended coverage insurance to the extent of the replacement value of the Building and improvements originally constructed, and paid for, by Landlord, at its own cost and expense. Upon request of Tenant, Landlord shall provide evidence of such insurance.

FIRE OR OTHER CASUALTY 19.

(a) Should the Premises (or any part thereof) be damaged or destroyed by fire or other casualty insured under the standard fire and casualty insurance policy with approved standard extended coverage endorsement applicable to the Premises, Landlord shall, except as otherwise provided herein, and to the extent Landlord’s mortgagee authorizes the use of insurance proceeds, repair and/or rebuild the same with reasonable diligence. Landlord’s obligation hereunder shall be limited to the Building and improvements originally provided by Landlord at the Commencement Date of the term of this Lease. Landlord shall not be obligated to repair, rebuild or replace any property belonging to Tenant or any leasehold or building improvements in the Premises which were originally constructed or provided by or on behalf of Tenant at Tenant’s cost. If there should be a substantial interference with the operation of Tenant’s business in the Premises as a result of such damage or destruction which requires Tenant to temporarily close its business to the public, the Basic Annual Rent shall abate. Unless this Lease is terminated by Landlord as hereinafter provided, Tenant shall, at its cost and expense, repair, restore, redecorate and refixture the Premises and restock the contents thereof in a manner and to at least a condition equal to that existing prior to such damage or destruction, except for the Building and improvements to be reconstructed by Landlord as above set forth, and the proceeds of all insurance carried by Tenant on the

property, decorations and improvements, as well as fixtures and contents in the Premises, shall be held in trust by Tenant for such purposes. Tenant agrees to commence such work within ten (10) days after the date of such damage or destruction or the date Landlord completes any reconstruction required to be completed by it pursuant to the above, whichever date is later, and Tenant shall diligently pursue such work to its completion.

(b) Notwithstanding anything to the contrary contained in the preceding subsection (a) or elsewhere in this Lease, Landlord, at its option, may terminate this Lease on thirty (30) days notice to Tenant, given within ninety (90) days after the occurrence of any damage or destruction if (1) the Premises be damaged or destroyed as a result of a risk which is not covered by Landlord’s insurance, or (2) the Premises be damaged and the cost to repair the same shall be more than fifty percent (50%) of the cost of replacement thereof, or (3) the Premises be damaged during the last one (1) year of the term of this Lease, or (4) the Building in which the Premises are located shall be damaged to the extent of twenty-five percent (25%) or more of the then monetary value thereof (whether the Premises be damaged or not), or (5) if the Building in which the Premises are located is damaged (whether or not the Premises are damaged) to such an extent that, in the sole judgment of Landlord, the Building cannot be operated as an integral unit.

(c) Except to the extent specifically provided for in this Lease, none of the rentals payable by Tenant, nor any of Tenant’s other obligations under any provisions of this Lease, shall be affected by any damage to or destruction of the Premises or Building by any cause whatsoever.

SUBORDINATION, MORTGAGEE’S APPROVAL AND ATTORNMENT 20.

The Landlord reserves the right and privilege to subject and subordinate this Lease at all times to the lien of any mortgage or mortgages now or hereafter placed upon the Landlord’s interest in the said Premises and Building of which said Premises are a part (the holder of any such mortgage hereinafter referred to as mortgagee), and to any and all advances to be made under such mortgages, and all renewals, modifications, extensions, consolidations and replacements thereof.

Tenant covenants and agrees to execute and deliver, upon demand, such further instrument or instruments subordinating this Lease on the foregoing basis to the lien of any such mortgage or mortgages as shall be desired by the Landlord and any mortgagees or proposed mortgagees.

Tenant shall, in the event of the sale or assignment of Landlord’s interest in the Building, or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any mortgage covering the Building, attorn to and recognize such purchaser or mortgagee as Landlord under this Lease, and in any such events, Landlord named herein shall not thereafter be liable on this Lease.

EMINENT DOMAIN 21.

If the Land or the Building, or any portion thereof which includes a substantial part of the Premises or which prevents the operation of the Building, shall be taken or condemned by any competent authority for any public use or purpose, the term of this Lease shall end upon, and not before, the date when the possession of the part so taken shall be required by the condemning authority for such use or purpose, and without apportionment of the condemnation award. Current Rent shall be apportioned as of the date of such

termination. If any condemnation proceeding shall be instituted in which it is sought to take or damage any part of the Building or the land upon which it is situated, or if the grade of any street or alley adjacent to the Building is changed by any competent authority and such change of grade makes it necessary or desirable to remodel the Building to conform to the changed grade, Landlord shall have the right to cancel this Lease upon not less than ninety (90) days notice prior to the date of cancellation designated in the notice. No money or other consideration shall be payable by Landlord to Tenant for the right of cancellation, and Tenant shall have no right to share in the condemnation award or in any judgment for damages caused by such taking or change of grade.

Notwithstanding the foregoing, provided that the amount can be definitely ascertained in such proceedings, and be awarded separate and apart, and not in diminution of any award to Landlord, nothing hereinabove provided shall preclude Tenant from appearing, claiming, providing and receiving in the condemnation proceedings, Tenant’s separate claim for Tenant’s moving expenses, the value of Tenant’s fixtures, or Tenant’s alterations, installations and improvements which do not become part of the Building, or property of Landlord.

ESTOPPEL CERTIFICATE 22.

At any time, and from time to time, upon the written request of Landlord or any mortgagee, Tenant, within ten (10) days of the date of such written request, agrees to execute and deliver to Landlord and/or such mortgagee, without charge and in a form satisfactory to Landlord and/or such mortgagee, a written statement; (a) ratifying this Lease; (b) confirming the commencement and expiration dates of the term of this Lease; (c) certifying that Tenant is in occupancy of the Premises, and that this Lease is in full force and effect and has not been modified, assigned, supplemented, or amended, except by such writings as shall be stated; (d) certifying that all conditions and agreements under this Lease to be satisfied and performed have been satisfied and performed, except as shall be stated; (e) certifying that Landlord is not in default under this Lease and there are no defenses or offsets against the enforcement of this Lease by Landlord, or stating the defaults and/or defenses claimed by Tenant; (f) reciting the amount of advance Rent, if any, paid by Tenant and the date to which Rent has been paid; (g) reciting the amount of security deposited with Landlord, if any; and (h) any other information which Landlord or the mortgagee shall reasonably require.

BANKRUPTCY 23.

If there shall be filed against Tenant, in any court, pursuant to any statute, either of the United States or of any state, a petition in bankruptcy or insolvency or for reorganization or for the appointment of receiver or trustee of all or any portion of Tenant’s property and Tenant fails to secure a discharge thereof within thirty (30) days from the date of such filing, or if Tenant shall voluntarily file any such petition or make an assignment for the benefit of creditors or petition for or enter into an arrangement, then, in any of such events, this Lease shall thereupon terminate without any requirement of notice by Landlord to Tenant. Furthermore, if there shall be filed against Tenant’s Guarantor or Surety of this Lease (if any) a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of all or any portion of the property of any such Guarantor or Surety, and such Guarantor or Surety fails to secure a discharge thereof within thirty (30) days from the date of such filing, or if such Guarantor or Surety shall voluntarily file any such petition or make an assignment for the benefit of creditors or petition for or enter into an arrangement, this Lease, at the option of Landlord, may be canceled and terminated. In the event of a

termination of this Lease pursuant to this Article, neither Tenant nor any person claiming through or under Tenant (whether by virtue of any statute or any order of any court or otherwise) shall be entitled to acquire or remain in possession of the Demised Premises, as the case may be, and Landlord shall have no further liability hereunder to Tenant or any other person and Tenant and any such person shall forthwith quit and surrender the Premises. If this Lease shall be so canceled or terminated, Landlord, in addition to the other rights and remedies of Landlord contained elsewhere in this Lease, or under any statute or rule of law, may retain as liquidated damages any rent, security deposit and any other money received by Landlord from Tenant or other on behalf of Tenant.

[RESERVED] 24.

DEFAULTS AND REMEDIES 25.

All rights and remedies of Landlord herein enumerated shall be cumulative, and none shall exclude any other rights or remedies allowed by law or in equity. The occurrence of any of the following shall constitute a default and breach of this Lease by Tenant:

(a) Tenant shall fail, neglect or refuse to pay any installment of Rent or Additional Rent at the time and in the amount as herein provided, or to pay any other monies agreed by it to be paid promptly when and as the same shall become due and payable under the terms hereof, and if any such failure should continue for a period of more than ten (10) days from the receipt of written notice thereof by Tenant; or if

(b) Tenant shall abandon the Premises for thirty (30) consecutive business days, or shall remove or attempt to remove or express or declare an intention to remove any of the goods and chattels from the Premises (other than in the normal course of business), or shall fail, neglect or refuse to keep and perform any of the other covenants, conditions, stipulations or agreements herein contained, and in the event any such failure shall continue for a period of more than thirty (30) days after notice thereof is given in writing to Tenant by Landlord (provided, however, that if the cause for giving such notice involves the making of repairs or other matters reasonably requiring a longer period of time than said thirty (30) day period, Tenant shall be deemed to have complied with such notice so long as it has commenced to comply with said notice within said thirty (30) day period and is diligently prosecuting compliance of said notice).

In the event of any such default or breach of this Lease by Tenant beyond any applicable grace or cure periods, Landlord shall have the right and option to declare the entire Rent due for the balance of the term hereof immediately due and payable by Tenant, and shall have any or all of the remedies hereinunder set forth, and further, in the event of such default or breach of this Lease by Tenant, the Tenant does hereby authorize and fully empower Landlord or Landlord’s agent to cancel or annul this Lease at once and reenter the Premises and remove all persons and their property therein, and such property may be stored in a public warehouse or elsewhere at the cost of the Tenant, all without service of notice or resort to legal process and without being deemed guilty of any manner of trespass and without prejudice to any remedies which might otherwise be used by Landlord.

The Landlord may, however, at its option at any time after Tenant’s default or violation of condition or covenant, re-enter and take possession of said Premises and remove any property contained therein without such re-entry

constituting a cancellation or termination of this Lease or working a forfeiture of the Rents to be paid and the covenants, agreements and conditions to be kept and performed by Tenant for the full term of this Lease. In such event, Landlord shall have the right, but not the obligation, to divide or subdivide the Premises in any manner Landlord may determine and to lease or let the same or portions thereof for such periods of time and at such rentals and for such use and upon such covenants and conditions as Landlord may elect, in its sole discretion, applying the net rentals from such letting first to the payment of Landlord’s expenses incurred in dispossessing Tenant and the cost and expense of making such improvements, alterations and repairs in the Premises as may be necessary in order to enable Landlord to re-let the same, and to the payment of any brokerage commissions or other necessary expenses of Landlord in connection with such re-letting. The balance, if any, shall be applied by Landlord, from time to time, on account of the payments due or payable by Tenant hereunder with the right reserved to Landlord to bring such action or proceedings for the recovery of any deficits remaining unpaid as Landlord may deem favorable from time to time without obligation to await the end of the term hereof for the final determination of Tenant’s account. The failure or refusal of Landlord to re-let the Premises or any part or parts thereof shall not release or affect Tenant’s liability for damages. Landlord may make such alterations, repairs, replacements and/or decorations in the Premises as Landlord, in Landlord’s sole judgment, considers advisable and necessary for the purpose of re-letting the Premises; and the making of such alterations, repairs, replacements, and/or decorations shall not operate or be construed to release Tenant from liability hereunder as aforesaid. Landlord shall, in no event, be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent hereof under such re-letting.

In the event any installment of Rent or Additional Rent shall become overdue for a period in excess of ten (10) days, a “late charge” in the amount of 3.5% per month of such overdue installment may be charged to Tenant by Landlord for the purpose of defraying the expenses incident to handling such delinquent payments, which late charge shall be payable monthly on the same day of the month as installments of Rent and Additional Rent, until such overdue installment is paid. This charge shall be in addition to, and not in lieu of, any other remedy Landlord may have and is in addition to any reasonable fees and charges of any agents or attorneys which Landlord is entitled to employ on any default hereunder, whether authorized herein or by law.

In addition to the above described late charge, at Landlord’s option, any payment required to be made by Tenant under the provisions of this Lease not made by Tenant when and as due shall thereupon be deemed to be due and payable by Tenant to Landlord with interest thereon from the date when the particular amount became due to the date of payment thereof to Landlord. The aforesaid interest shall be at the then applicable prime interest rate per annum, announced from time to time by Mellon Bank, N.A. at its principal office in Pittsburgh, Pennsylvania for new 90-day loans to commercial borrowers of substantial size and high credit standing.

In the event of a breach by Tenant of any of the covenants or provisions of this Lease, Landlord shall have the right of injunction and the right to invoke any remedy allowed at law or in equity as if re-entry, summary proceedings and other remedies were not herein provided for. Mention in this Lease of any particular remedy shall not preclude Landlord from any other remedy, in law or in equity. Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Tenant’s being evicted or dispossessed for any cause, or in the event of

Landlord’s obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease or otherwise; and further expressly waives service of any notice of Landlord’s intention to re-enter.

NON-WAIVER 26.

The failure or delay on the part of either party to enforce or exercise at any time any of the provisions, rights, or remedies in this Lease shall in no way be construed to be a waiver thereof, nor in any way to affect the validity of this Lease or any part thereof, or the right of the party to thereafter enforce each and every such provision, right or remedy. No waiver of any breach of this Lease shall be held to be a waiver of any other or subsequent breach. The receipt and acceptance by Landlord of Rent or Additional Rent at a time when the payment of such Rent or Additional Rent is in default under this Lease shall not be construed as a waiver of such default. The receipt and acceptance by Landlord of a lesser amount than the Rent or Additional Rent due shall not be construed to be other than a payment on account of the Rent or Additional Rent then due, nor shall any statement on Tenant’s check or any letter accompanying Tenant’s check be deemed an accord and satisfaction, and Landlord may accept such payment without prejudice to Landlord’s right to recover the balance of the Rent or Additional Rent due or to pursue any other remedies available under law or provided in this Lease. No act or thing done by Landlord or Landlord’s agents or employees during the term of this Lease shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept such a surrender shall be valid unless in writing and signed by Landlord.

If there be any agreement between Landlord and Tenant providing for the renewal hereof at the expiration of the term first above mentioned, the right to such renewal or the execution of a renewal agreement between Landlord and Tenant prior to the expiration of such first mentioned term shall not be considered an extension thereof or a vested right in Tenant to such further term, so as to prevent Landlord from canceling this Lease and any such extension thereof pursuant to Landlord’s exercising any remedies provided herein or at law in the event of a default by Tenant during the remainder of the original term hereby granted; such privilege, if and when so exercised by Landlord, shall cancel and terminate this Lease and any such renewal or extension previously entered into between Landlord and Tenant or the right of Tenant to any such renewal or extension; any right herein contained on the part of Landlord to cancel this Lease shall continue during any extension or renewal hereof; and any option on the part of Tenant herein contained for an extension or renewal hereof shall not be deemed to give Tenant any option for a further extension beyond the first renewal or extended term.

EXONERATION 27.

Landlord or any successor in interest that may be an individual, joint venture, tenancy in common, firm or partnership, general or limited, shall not be subject to personal liability on such individual or on the members of such joint venture, tenancy in common, firm or partnership in respect to any of the covenants or conditions of this Lease. Tenant shall look solely to the equity of Landlord in the Building and the rents, issues and profits derived therefrom for the satisfaction of the remedies of Tenant in the event of a breach by Landlord. It is mutually agreed that this clause is and shall be considered an integral part of this Lease.

RELOCATION OF TENANT 28.

Landlord, at its sole expense, and only if Landlord is exercising its right hereunder in order to accommodate a tenant in the Building that will (after the relocation) occupy at lease seven floors in one elevator bank, on at least 365 days prior written notice, may require Tenant to move from the Premises to another floor in the Building of comparable size and décor. In the event of any such relocation, Landlord will pay all the expenses of preparing and decorating the new premises (to include without limitation, hard and soft costs, telecommunications and data), so that they will be substantially similar to the Premises, and also the expenses of moving Tenant’s furniture and equipment to the relocated premises. Occupancy of the new premises shall be under and pursuant to the terms of this Lease, except that any variance between the Rentable Area of the relocation space and the Premises shall result in a proportional adjustment in Rent and Additional Rent. Landlord will move Tenant after business hours in order to minimize disruption to Tenant’s business operation.

QUIET ENJOYMENT 29.

If and so long as Tenant pays the Rent and Additional Rent reserved hereunder and observes and performs all of the covenants, conditions and provisions on Tenant’s part to be observed and performed hereunder, Tenant shall and may peaceably and quietly have, hold and enjoy the Premises for the entire term hereof, subject to all, provisions of this Lease.

SPRINKLERS 30.

If there is now or shall be installed in the Building a “sprinkler system”, and such system or any of its appliances shall be damaged or injured by reason of any act or omission of Tenant, or Tenant’s agents, servants, employees, licensees or visitors, Tenant shall forthwith restore the same to good working condition at its own expense; and if the Fire Insurance Rating Organization or any bureau, department or official of the state or city government having jurisdiction shall require or recommend that any changes, modifications, alterations or additional sprinkler heads or other equipment be made or supplied by reason of Tenant’s business, or the location of partitions, trade fixtures, or other contents of the Premises, after initial occupancy or if any such changes, modifications, alterations, additional sprinkler heads or other equipment, become necessary to prevent the imposition of a penalty or charge against the full allowance for a sprinkler system in the first insurance rate as fixed by a Fire Insurance Company insuring the Building, as a result of Tenant’s business, or the location of partitions, trade fixtures, or other contents of the Premises, Tenant shall, at Tenant’s expense, promptly make and supply such changes, modifications, alterations, additional sprinkler heads or other equipment.

UNAVOIDABLE DELAY 31.

In the event that either party shall be delayed or hindered in, or prevented from the performance of any work, service or other acts required under this Lease to be performed by such party, and such delay or hindrance is due to strikes, lockouts, Acts of God, governmental restrictions, enemy act, civil commotion, unavoidable fire or other casualty, or other causes of a like nature beyond the control of the party so delayed or hindered, then performance of such work, service or other act shall be extended for a period equivalent to the period of such delay. In no event shall such delay constitute a termination of this Lease, or any extension thereof.

The provisions of this Section shall not operate to excuse Tenant from the prompt payment of Rent and/or Additional Rent, including such pro rata payments of Rent and/or Additional Rent as may be due under any Section hereof after the commencement of the term.

NON-DISRUPTION 32.

Tenant shall not knowingly take any action which would violate any of Landlord’s contracts affecting the Building, or which would create or contribute to any work stoppage, strike, picketing, labor disruption or dispute, or which would interfere, in any way, with the business of Landlord or any other tenants of the Building or with the rights and privileges of any invitees, licensees, employees or any other persons lawfully in and upon the Building, or which would cause any impairment or reduction of the good will and reputation of the Building.

In furtherance of the intent expressed above, and in the interest of preventing and avoiding the frictions traditionally inherent in commerce and industry associated with union and non-union personnel working side-by-side (which oftentimes results in the above-mentioned work stoppages, strikes, picketing, labor disruptions or disputes), it is hereby understood and agreed by Tenant that any and all items of Tenant’s initial construction, re-construction, alterations, installations, additions, improvements, changes and/or remodeling of the Premises, and the fixtures and appurtenances therein, and the removal of the same, as well as all items of Tenant’s repairs to the Premises and the replacement and repair of fixtures and appurtenances therein shall be performed by union labor only.

SUCCESSORS 33.

The respective rights and obligations provided in this Lease shall bind and shall inure to the benefit of the parties hereto, their legal representatives, heirs, successors and assigns; provided, however, that no rights shall inure to the benefit of any successor or assign of Tenant unless Landlord’s written consent for the transfer to such successor or assign has first been obtained as provided in Section 13 hereof.

GOVERNING LAW 34.

This Lease shall be construed, governed and enforced in accordance with the laws of the Commonwealth of Pennsylvania.

SEVERABILITY 35.

If any provisions of this Lease shall be held to be invalid, void or unenforceable, the remaining provisions hereof shall in no way be affected or impaired and such remaining provisions shall remain in full force and effect.

CAPTIONS AND INTERPRETATION OF LEASE PROVISIONS 36.

Marginal captions and titles and the table of contents to this Lease are for convenience and reference only, and are in no way to be construed as defining, limiting or modifying the scope or intent of the various provisions of this Lease. This Lease shall be construed without regard to the identity of the person who drafted the various provisions hereof. Moreover, each and every provision of this Lease shall be construed as though all parties hereto participated equally in the drafting thereof. As a result of the foregoing,

any rule of construction that a document is to be construed against the drafting party shall not be applicable.

GENDER 37.

As used in this Lease, the word “person” shall mean and include, where appropriate, an individual, corporation, partnership or other entity; the plural shall be substituted for the singular, and the singular for the plural, where appropriate, and words of any gender shall mean and include any other gender.

WAIVER OF TRIAL BY JURY 38.

It is mutually agreed by and between Landlord and Tenant that the respective parties hereto shall and do hereby waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other on any matters whatsoever arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant, and Tenant’s use or occupancy of said Premises.

NOTICES 39.

All notices required or permitted hereunder shall be deemed delivered and sufficiently given if sent by registered or certified mail, return receipt requested, addressed to the Landlord or Tenant, as the case may be, as follows:


To Landlord:		Oxford Development Company/Grant Street Suite 4500, One Oxford Centre Pittsburgh, Pennsylvania 15219 Attention: Edward J. Lewis

To Tenant:		TriState Capital Holdings, Inc.
		One Oxford Centre Suite 2700
		Pittsburgh, PA 15219 Attention: James F. Getz

Either party may change its address by written notice so given to the other.

BROKERS 40.

Landlord and Tenant mutually represent to each other that they have not entered into any agreement with a broker (relative to the making of this Lease) committing the other party to pay the commission of such broker other than GVA Oxford (Landlord’s broker) and Howard Hanna (Tenant’s broker). Each party agrees that should any claim be made against the other party for any broker’s commission other than the named brokers, by reason of the acts of such party, the party upon whose acts such claim is predicated shall indemnify and hold the other party free and harmless from and against any and all liability and expenses in connection therewith.

EXECUTION 41.

This Lease shall become effective only when it has been signed by a duly authorized officer or representative of each of the parties and delivered to the other party. The submission of this Lease for examination in itself does not constitute an offer to lease nor a reservation of or option for the Premises. This Lease is being executed simultaneously in four (4) counterparts, one (1) of which shall be delivered to Tenant. Each of such fully executed counterparts shall be deemed original and it shall not be necessary in making proof of this Lease to produce or account for more than one such counterpart.

MODIFICATIONS 42.

If, in connection with obtaining financing or refinancing for the Building of which the Premises form a part, a banking, insurance or other institutional lender shall request reasonable modifications that do not increase the obligations of Tenant hereunder (except, perhaps, to the extent that Tenant may be required to give notices of any defaults by Landlord to such lender and/or permit the curing of such defaults by such lender together with the granting of such additional time for such curing as may be required for such lender to get possession of the said Building), and do not materially adversely affect the leasehold interest hereby created, then in such event, Tenant agrees to execute and deliver such modification. In no event shall a requirement that the consent of any such lender be given for any modification of this Lease or for any assignment or sublease, be deemed to materially adversely affect this Lease or leasehold interest created by this Lease.

RULES AND REGULATIONS 43.

Tenant and Tenant’s servants, employees, agents, visitors and licensees shall observe faithfully, and comply strictly with, the Rules and Regulations, attached hereto and marked as Exhibit “D”, and such other and further reasonable Rules and Regulations as Landlord or Landlord’s agents may, after notice to Tenant, from time to time adopt. Nothing contained in this Lease shall be construed to impose upon Landlord any duty or obligation to enforce the Rules and Regulations or terms, covenants or conditions in any other lease, as against any other tenant and Landlord shall not be liable to Tenant for violation of the same by any other tenant, its servants, employees, agents, visitors or licensees.

NO REPRESENTATIONS BY LANDORD 44.

Tenant acknowledges and agrees that, except as expressly set forth in this Lease, there have been no representations, promises or warranties made by or on behalf of Landlord with respect to the Premises or the Land and Building or with respect to the suitability of either for the conduct of Tenant’s business. The taking of possession of the Premises by Tenant shall conclusively establish that the Premises and Building were at such time in satisfactory condition, order and repair.

ENTIRE AGREEMENT 45.

This Lease, including the Exhibits and any Riders hereto (which shall all be deemed to be a part of this Lease) contains all the agreements, conditions, understandings, representations and warranties made between the parties hereto with respect to the subject matter hereof, and may not be modified orally or in

any manner other than by an agreement in writing signed by both parties hereto or their respective successors in interest.

DEFINITIONS 46.

The term “Landlord” as used in this Lease, so far as covenants or obligations on the part of Landlord are concerned, shall be limited to mean and include only the owner or owners, at the time in question, of the fee of the Premises or of the Building, a mortgagee in possession, at the time in question, of the Building or of the Building of which Premises form a part, or the tenant under a lease of the entire Building of which the Premises form a part, so that in the event of any subsequent sale or sales of said Building or in the event of a lease of said Building, the Landlord named herein shall be and hereby is entirely freed and relieved thereafter with respect to the performance of all covenants and obligations on the part of Landlord hereunder except for defaults by Landlord existing at the time of such sale or assignment and Tenant’s rights with respect thereto; and it shall be deemed and construed without further agreement between the parties or their successors in interest or between the parties and the purchaser at any such sale, or the said tenant of the Building, that the purchaser, mortgagee in possession or the tenant of the Building has assumed and agreed to carry out any and all covenants and obligations of Landlord hereunder thereafter to be performed, it being intended hereby that the covenants and obligations contained in this Lease on the part of Landlord shall, as aforesaid, be binding on Landlord, its successors, and assigns, only during and in respect of their respective successive periods as Landlord under this Lease, and the retention of fee ownership by a landlord, under an underlying lease which now or hereafter may affect the Building of which the Premises form a part, shall not be deemed to impose on such underlying landlord any liability, initial or continuing, for the performance of the covenants and obligations of Landlord hereunder. The words “re-enter” and “re-entry” as used in this Lease are not restricted to their technical legal meaning. The “Useable Area” shall mean gross floor area less core areas. The phrase “Normal Business Days” shall mean Monday through Friday, fifty-two (52) weeks per year, excepting therefrom holidays applicable to Building personnel. In any event, “Normal Business Days” shall not include New Years Day, Memorial Day, the Fourth of July, Labor Day, Thanksgiving Day, and Christmas, when those holidays occur on a day of the week other than Saturday and Sunday.

[RESERVED] 47.

HAZARDOUS WASTE 48.

Tenant shall not (either with or without negligence) cause or permit the escape, disposal or release of any biologically or chemically active or other hazardous substances or materials. Tenant shall not allow the storage or use of such substances or materials in any manner not sanctioned by law or by the highest standards prevailing in the industry for the storage and use of such substances or materials, nor allow to be brought into the Building any such materials or substances except to use in the ordinary course of Tenant’s business, and then only after written notice is given to Landlord of the identity of such substances or materials. Without limitation, hazardous substances and materials shall include those described in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601 et seq., any applicable state or local laws and the regulations adopted under these acts. If any lender or governmental agency shall ever require testing to ascertain whether or not there has been any release of hazardous materials, then the reasonable costs thereof shall be reimbursed by Tenant to Landlord upon demand as additional charges if such

requirement applies solely to the Premises. In addition, Tenant shall execute affidavits, representations and the like from time to time at Landlord’s request concerning Tenant’s best knowledge and belief regarding the presence of hazardous substances or materials on the Premises. In all events, Tenant shall indemnify Landlord in the manner elsewhere provided in this Lease from any release of hazardous materials on the Premises occurring while Tenant is in possession, or elsewhere if caused by Tenant or persons acting under Tenant. The within covenants shall survive the expiration or earlier termination of the Lease term.

CORPORATE TENANT 49.

If Tenant is a corporation, the persons executing this Lease on behalf of Tenant hereby covenant, represent and warrant that Tenant is a duly incorporated or duly qualified (if foreign) corporation and is authorized to do business in the State (a copy of evidence thereof to be supplied to Landlord upon request); and that the person or persons executing this Lease on behalf of Tenant is an officer or are officers of such Tenant, and that he or they as such officers are duly authorized to execute, acknowledge and deliver this Lease to Landlord (a copy of a resolution to that effect to be supplied to Landlord upon request).

FINANCIAL STATEMENT 50.

Upon Landlord’s written request from time to time, Tenant shall, within ten (10) days after Landlord’s request therefor, furnish Landlord Tenant’s or Tenant’s bank subsidiary’s current Statement of Condition filed with bank regulatory agencies.

AMERICANS WITH DISABILITIES ACT. 51.

Landlord and Tenant acknowledge that, in accordance with the provisions of the Americans with Disabilities Act (the “ADA”), responsibility for compliance with the terms and conditions of title III of the ADA may be allocated as between Landlord and Tenant. Notwithstanding anything to the contrary contained in the Lease, Landlord and Tenant agree that the responsibility for compliance with the ADA shall be allocated as follows: (i) Tenant shall be responsible for the compliance with the provisions of title III of the ADA with respect to the construction by or on behalf of Tenant of alterations within the Premises, or if such compliance is necessitated by the composition of Tenant’s work force, provided Landlord consents to such alterations. In the event Landlord refuses to consent to the construction of alterations, the purpose of which is compliance with title III of the ADA, then, in such case, Landlord shall perform, at its expense, such alterations to the extent necessary to comply with title III of the ADA; (ii) Landlord shall be responsible for compliance with the provisions of title III of the ADA in providing all tenant improvements required of Landlord under this Lease, exclusive, however, of any tenant improvements constructed by Landlord strictly in accordance with Tenant generated plans and specifications; and (iii) Landlord shall be responsible for compliance with the provisions of title III of the ADA with respect to the exterior of the Building, parking areas, sidewalks and walkways, and any and all areas appurtenant thereto, together with all common areas of the Building not included within the Premises. Landlord and Tenant each agree to indemnify and hold each other harmless from and against any claims, damages, costs, and liabilities arising out of Landlord’s or Tenant’s failure, or alleged failure, as the case may be, to comply with title III of the ADA as set forth above, which indemnification obligation shall survive the expiration or termination of this Lease. Landlord

and Tenant each agree that the allocation of responsibility for ADA compliance shall not require Landlord or Tenant to supervise, monitor, or otherwise review the compliance activities of the other with respect to its assumed responsibilities for ADA compliance as set forth herein. The allocation of responsibility for ADA compliance between Landlord and Tenant, and the obligations of Landlord and Tenant established by such allocations, shall supersede any other provisions of the Lease that may contradict or otherwise differ from the requirements of this Section.

RENTAL STATEMENTS 52.

Tenant acknowledges that it is Landlord’s management agent’s standard practice to submit to Tenant, on or about the twenty-first day of each month, a summary of Tenant’s rental account, including past due balance, if any, and the Rent, Additional Rent and charges due and payable for the upcoming month. For so long as Landlord’s agent continues this practice, these statements shall satisfy any obligation of Landlord hereunder to provide written notice of Tenant’s obligation and/ or failure to pay any sums which Tenant is to pay hereunder, whether such notice is sent prior to or subsequent to the date upon which the obligation arises.

UTILITY DEREGULATION 53.

Landlord has advised Tenant that various utility companies (each to be referred to herein as a “Current Service Provider”) are the utility companies selected by Landlord to provide service for the Building. Notwithstanding the foregoing, if permitted by law, Landlord shall have the right at any time and from time to time during the term of this Lease to either contract for service from a different company or companies providing service (each such company shall hereinafter be referred to as an “Alternate Service Provider”) or continue to contract for service from the Current Service Provider.

Tenant shall cooperate with Landlord, the Current Service Providers, and any Alternate Service Provider at all times and, as reasonably necessary, shall allow Landlord, the Current Service Providers, and any Alternate Service Provider reasonable access to the Building’s lines, feeders, risers, wiring, and other machinery within the Premises.

Landlord shall in no way be liable or responsible for any loss, damage, or expense that Tenant may sustain or incur by reason of any change, failure, interference, disruption, or defect in the supply or charter of the service furnished to the Premises, or if the quality or character of the service supplied by the Current Service Providers or any Alternate Service Provider is no longer available or suitable for Tenant’s requirements, and no such change, failure, defect, unavailability, or unsuitability shall constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to any abatement or diminution of rent, or relieve Tenant from any of its obligations under the Lease.

PARKING 54.

During the extended term, Tenant will have the right to lease ten unreserved parking spaces in the Building garage for use by Tenant and its employees. Three of such spaces will be located on level one or two (gated reserved parking). Tenant acknowledges that the current monthly lease rate for underground, unreserved parking is $275.00, for Level 1 reserved gated parking - $295.00 and for Level 2 reserved gated parking - $310.00, such rate

being subject to adjustment from time-to-time to reflect the then current rate for parking in the garage. Should Tenant lease any parking spaces, Tenant will enter into a parking agreement with the garage operator and pay the garage operator the established monthly charge, and Landlord shall have no liability for claims arising through acts or omissions of the garage operator. Landlord shall have the right to temporarily close the garage or certain areas therein in order to perform necessary repairs, maintenance and improvements to the garage, if any.

GOOD FAITH AND FAIR DEALING 55.

Whenever this Lease calls for Landlord or Tenant to make a determination, including any determination to be made in such party’s sole discretion, such determination shall be made in good faith consistent with reasonable commercial behavior. Whenever this Lease calls for either party to obtain the consent of the other party, the party whose consent is requested shall respond to such request in good faith and such consent shall not be unreasonably withheld or delayed.

IN WITNESS WHEREOF, and intending to be legally bound hereby, Landlord and Tenant have hereunto respectively signed and sealed duplicate originals of this Lease as of the day and year first above written.


	LANDLORD: OXFORD DEVELOPMENT COMPANY/GRANT STREET
	By:	OOC, Inc., General Partner

	By:
Witness		David M. Matter, President

	TENANT:
	TRISTATE CAPITAL HOLDINGS, INC.

	By:
Witness	Title:	Vice Chairman and
		Chief Financial Officer

LOGO

WORKLETTER AGREEMENT

This Workletter Agreement (the “Workletter”) shall set forth the terms and conditions relating to the construction of the Premises. All references in this Workletter to “ the Lease ” shall mean the relevant parties of the Lease to which this Workletter is attached.

Proposed and Final Plans .

(a) Tenant shall cause to be prepared and delivered to Landlord, for Landlord’s approval, the following proposed drawings (collectively, the “Proposed Plans”) for all improvements Tenant desires to complete or have completed in the Premises (the “Tenant Improvements”):

(i) Architectural drawings (consisting of floor construction plan, ceiling lighting and layout, power, and telephone plan) prepared by a licensed architect.

(ii) Mechanical drawings (consisting of HVAC, electrical, telephone, and plumbing) prepared by a licensed engineer.

(iii) Finish schedule (consisting of wall finishes and floor finishes and miscellaneous details).

(b) Within ten (10) days after Landlord’s receipt of the architectural drawings and mechanical drawings, Landlord shall advise Tenant of any changes or additional information required to obtain Landlord’s approval.

(c) If Landlord disapproves of, or requests additional information regarding the Proposed Plans, Tenant shall, within ten (10) days thereafter, revise the Proposed Plans disapproved by Landlord and resubmit such plans to Landlord or otherwise provide such additional information to Landlord. Landlord shall respond to the revised plans within five days after receipt thereof.

(d) All Proposed Plans and Final Plans shall comply with all applicable statutes, ordinances, regulations, laws, and codes and with the requirements of Landlord’s fire insurance underwriters. Review and approval by Landlord of the Proposed Plans and resulting Final Plans shall not constitute a representation or warranty by Landlord that such plans either (i) are complete or suitable for their intended purpose, or (ii) comply with applicable laws, ordinances, codes, regulations, or any insurance requirements, it being expressly agreed by Tenant that Landlord assumes no responsibility or liability for such completeness, suitability or compliance. Tenant shall not make any changes in the Final Plans without Landlord’s prior written approval, which shall not be unreasonably withheld or delayed.

Performance of the Tenant Improvements .

(a) Filing of Final Plans, Permits . Tenant shall file the Final Plans with the governmental agencies having jurisdiction over the Tenant Improvements and obtain the necessary permits.

(b) Landlord Approval of Contractors . No later than five (5) days following Landlord’s approval of the Final Plans, Tenant shall enter into a contract for construction of the Tenant Improvements with a general contractor acceptable to Landlord (the “General Contractor”). Tenant shall submit to Landlord not less than ten (10) days prior to commencement of construction the following information and items:

(i) The names of the other subcontractors, and sub-subcontractors (collectively, together with the General Contractor, the “Tenant’s Contractors”) Tenant intends to employ in the construction of the Tenant Improvements. Landlord shall have the right to approve Tenant’s Contractors, such approval not to be unreasonably withheld. All contractors and subcontractors shall be licensed, possessing good labor relations, capable of performing quality workmanship and working in harmony with Landlord’s contractors and subcontractors and with other contractors and subcontractors on the job site. Tenant, agrees to give the contractor employed by Landlord in the Building an equal opportunity to submit a bid for the Tenant Improvements, but Tenant shall not be obligated to hire such contractor.

(ii) The scheduled commencement date of construction, the estimated date of completion of construction work, fixturing work, and date of occupancy of the Premises by Tenant.

(iii) Certificates of insurance as hereinafter described. Tenant shall not permit Tenant’s Contractors to commence work until the required insurance has been obtained and certificates have been delivered to Landlord.

(c) Access to Premises . Tenant, its employees, designers, contractors and workmen shall have access to and primary use of the Premises prior to the commencement of the Term of the Lease to construct the Tenant Improvements.

(d) Warranties . On completion of the Tenant Improvements, Tenant shall provide Landlord with copies of all warranties of at least one (1) year duration on all the Tenant Improvements.

(e) Protection of Building . All work performed by Tenant shall be performed with a minimum of interference with other tenants and occupants of the Building and shall conform to the Building Rules and Regulations attached to the Lease and the reasonable procedures established by the Building Manager. Tenant will take all reasonable and customary precautionary steps to protect its facilities and the facilities of others affected by the Tenant Improvements and to properly police same and Landlord shall have no responsibility for any loss by theft or otherwise. Construction equipment and materials are to be located in confined areas and delivery and loading of equipment and materials shall be done at such reasonable locations and at such time as Landlord

shall direct so as not to burden the operation of the Building. Landlord shall advise Tenant in advance of any special delivery and loading dock requirements. Landlord may require daily clean-up if required for fire prevention and life safety reasons or applicable laws. At the completion of the Tenant Improvements, Tenant’s Contractors shall forthwith remove all rubbish and all tools, equipment and surplus materials from and about the Premises and Building. Any damage caused by Tenant’s Contractors to any portion of the Building or to any property of Landlord or other tenants shall be repaired forthwith after written notice from Landlord to its condition prior to such damage by Tenant at Tenant’s expense.

(f) Compliance by all Tenant Contractors . Tenant shall impose and enforce all terms hereof on Tenant’s Contractors and its designers, architects and engineers.

(g) Safety . Tenant’s Contractors shall assume responsibility for the prevention of accidents to its agents and employees and shall take all reasonable safety precautions with respect to the work to be performed and shall comply with all reasonable safety measures initiated by the Landlord and with all applicable laws and codes for the safety of persons or property.

(h) Required Insurance . Tenant shall cause Tenant’s Contractors to secure, pay for, and maintain during the performance of the construction of the Tenant Improvements, insurance in the following minimum coverages and limits of liability:

(i) Workmen’s Compensation and Employer’s Liability Insurance as required by law.

(ii) Commercial General Liability Insurance (including Owner’s and Contractors’ Protective Liability) in an amount not less than Two Million Dollars ($2,000,000) per occurrence, whether involving bodily injury liability (or death resulting therefrom) or property damage liability or a combination thereof with a minimum aggregate limit of Two Million Dollars ($2,000,000), and with umbrella coverage with limits not less than Ten Million Dollars ($10,000,000). Such insurance shall provide for explosion and collapse, completed operations coverage with a two-year extension after completion of the work, and broad form blanket contractual liability coverage and shall insure Tenant’s Contractors against any and all claims for bodily injury, including death resulting therefrom and damage to the property of others and arising from its operations under the contracts whether such operations are performed by Tenant’s Contractors, or by anyone directly or indirectly employed by any of them.

(iii) “All-risk” builder’s risk insurance upon the entire Tenant Improvements to the full insurance value thereof. Such insurance shall include the interest of Landlord and Tenant (and their respective contractors and subcontractors of any tier to the extent of any insurable interest therein) in the Tenant Improvements and shall insure against the perils of fire and extended coverage and shall include “all-risk” builder’s risk insurance for physical loss or damage including, without duplication of coverage, theft, vandalism, and malicious mischief. The waiver of subrogation

provisions contained in Section 18 of the Lease shall apply to the “all-risk” builder’s risk insurance policy to be obtained by Tenant pursuant to this paragraph.

All policies (except the workmen’s compensation policy) shall be endorsed to include as additional insureds Landlord and such additional persons as Landlord may designate. The insurance policies required hereunder shall be considered as the primary insurance and shall not call into contribution any insurance then maintained by Landlord.

(i) Quality of Work . The Tenant Improvements shall be constructed in a first-class workmanlike manner using only good grades of material and in compliance with the Final Plans, all insurance requirements, applicable laws and ordinances and rules and regulations of governmental departments or agencies and the rules and regulations adopted by Landlord for the Building. Landlord shall provide Tenant with Landlord’s Building standard specifications.

(j) “As-Built” Plans . Upon completion of the Tenant Improvements, Tenant shall furnish Landlord with “as built” plans for the Premises, final waivers of lien for the Tenant Improvements, a detailed breakdown of the costs of the Tenant Improvements (which may be in the form of an owner’s affidavit) and evidence of payment reasonably satisfactory to Landlord, and an occupancy permit for the Premises.

Payment of Costs of the Tenant Improvements .

(a) Subject to the provisions of Paragraph 3(b) below, the Tenant Improvements shall be installed by Tenant at Tenant’s sole cost and expense. The cost of the Tenant Improvements shall include, and Tenant agrees to pay Landlord for, the cost of any work performed by Landlord on behalf of Tenant at Tenant’s request and for all materials and labor furnished on Tenant’s behalf at Tenant’s request.

(b) Landlord shall provide Tenant with an allowance of $1,040,805.00 ( i.e. , $45.00 per square foot of Rentable Area of the Premises) (“Tenant Allowance”) to be used toward payment of the costs incurred by Tenant in connection with the Tenant Improvements. The Tenant Improvements must be completed, and Tenant must have submitted its request for reimbursement in accordance with the terms of this Paragraph 3, no later than three months following the Commencement Date of the Lease. If the cost of all items of the Tenant Improvements is less than the Tenant Allowance, Tenant shall be entitled to credit the excess or unused amount against rent. Funds may be drawn against the Tenant Allowance at any time and from time to time prior to five months following the Commencement Date of the Lease, subject to the following:

(i) Tenant may not make more than one draw in any calendar month;

(ii) With each draw request, Tenant shall submit to Landlord the following documents:

(A) A copy of the application for payment by Tenant’s Contractors for the Tenant Improvements completed to date, together with copies on all receipted bills and invoices;

(B) Conditional or final lien waivers with respect to the Tenant Improvements performed to date from Tenant’s Contractors and any materialmen;

(C) With the final draw request, Tenant shall submit to Landlord a certificate from Tenant’s Architect stating that the Tenant Improvements have been completed in accordance with the Final Plans.

(D) Landlord will disburse the portion of the Tenant Allowance allocable to each draw request to Tenant or at Tenant’s request or at Landlord’s option directly to Tenant’s Contractors within thirty (30) days after Tenant has submitted the required information for such draw and has otherwise complied with the requirements hereof.

Miscellaneous .

(a) Tenant agrees that, in connection with the Tenant Improvements and its use of the Premises prior to the commencement of the Term of the Lease, Tenant shall have those duties and obligations with respect thereto that it has pursuant to the Lease during the Term, except the obligation for payment of rent, and further agrees that except in cases of the negligence of Landlord or its employee, contractor or agent, Landlord shall not be liable in any way for injury, loss, or damage which may occur to any of the Tenant Improvements or installations made in the Premises, or to any personal property placed therein, the same being at Tenant’s sole risk.

(b) Except as expressly set forth herein, Landlord has no other agreement with Tenant and Landlord has no other obligation to do any other work or pay any amounts with respect to the Premises. Any other work in the Premises which may be permitted by Landlord pursuant to the terms and conditions of the Lease shall be done at Tenant’s sole cost and expense and in accordance with the terms and conditions of the Lease.

(c) This Workletter shall not be deemed applicable to any additional space added to the original Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions thereto in the event of a renewal or extension of the initial term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement thereto.

(d) Except during a bona fide dispute, the failure by Tenant to perform any of its obligations under this Workletter, including without limitation any obligations to pay any monies due Landlord, within the time period herein stated shall be deemed a default under the terms of the Lease for which Landlord shall be entitled to exercise all remedies available to Landlord for such failure.

(e) In addition to the Tenant Allowance, Landlord shall provide Tenant with a Renovation Allowance equal to $65,000.00, to be applied towards the costs incurred by Tenant to perform upgrades to the elevator lobby and restrooms on the 27 ^th floor of the Building. The terms and conditions of this Workletter shall apply to the construction of such upgrades and disbursements of the Renovation Allowance, except that any unused portion of the Renovation Allowance shall belong to Landlord. Landlord shall not charge any supervisory, management or review fees for any matters addressed by this Work Letter, and no such charges shall be deducted from the Allowance. During construction Tenant shall not be obligated to pay fees or charges for Building services, including, without limitation, utilities, parking, hoisting, freight elevator services or the like.

EXHIBIT “B”

TENANT CONSTRUCTION PROCEDURES

INTERIOR OFFICES

I. Introduction

This has been written to enable and assist the Tenant, Tenant’s architect and Tenant’s Contractor to construct Tenant’s Demised Premises. The design and construction obligations of both the Landlord and Tenant under the Lease are listed herein. Tenant shall follow and conform to all the obligations of Tenant, as listed hereinafter, and to all other reasonable rules, regulations, and requirements which the Landlord may promulgate relative to the design and construction of Tenant’s facilities.

Each Tenant shall bear responsibility for compliance with all laws, statutes, ordinances and codes as well as Lease requirements applicable to the design and construction of the Tenant’s facilities.

This information should be forwarded to Tenant’s architect and to Tenant’s contractor for their use and reference. Additional copies will be provided upon request.

II. Directory

The following (at the addresses and phone numbers noted therefor) have been assigned to expedite the necessary information to assist in construction of the Demised Premises:

Developer/Owner/Landlord :

Oxford Development Company

Suite 4500, One Oxford Centre

Pittsburgh, PA 15219

(412) 261-1500

When dealing with issues of material delivery and hours of construction, the Tenant shall contact the Building Manager at:

Oxford Development Company

Plaza Level, One Oxford Centre

Pittsburgh, PA 15219

(412) 391-5300

Leasing Agents:

(Tenant is to contact the particular leasing agent with whom Tenant dealt regarding questions concerning the Lease.)

Michael R. Daniels

GVA Oxford

Suite 400, One Oxford Centre

Pittsburgh, PA 15219

(412) 261-0200

Tenant Coordinator

The Tenant Coordinator shall provide the liaison between the Landlord, Tenant, Tenant’s Architect and General Contractor. Please contact him for all information pertaining to plans, specifications, Landlord’s and Tenant’s criteria necessary to design and build the facility, and clarification of any questions relative to this document.

Please submit plans and specifications to the Tenant Coordinator for review and approval:

Tom Boyle

Construction Manager

Oxford Development Company

Suite 4500, One Oxford Centre

Pittsburgh, PA 15219

(412) 261-1500

III. Permits and Applicable Codes

All Tenant plans, specification and construction shall meet the requirements of, and in all other ways conform to, all statues, laws, ordinances, codes and/or permit requirements applicable at any time during the course of construction, specifically including, but not limited to any special requirements that may be applicable to the particular building.

Landlord’s approval of Tenant plans shall not release Tenant from the above obligations.

IV. Special Conditions for Performance of Tenant’s Work

Codes and Standards - All of Tenant’s Work shall comply in all respects with the following:

(1)

Administrative Codes and Zoning Resolutions of the local municipality and all other applicable laws, codes, ordinances and regulations.

(2)

Applicable standards of the National Board of Fire Underwriters, the National Electrical Code, and American Gas Association, and the American Society of Heating and Refrigeration Engineers.

Plans and Specifications - All plans and specifications shall be prepared by a licensed architect or engineer, and shall include all drawings, specifications, bid forms, general conditions, and other documents required to completely describe the architectural, structural, mechanical and electrical components of Tenant’s Work. The information shown on the plans and specifications shall comply with the requirements of this Document.

Tenant shall submit four sets of prints and one set of sepias of the final working drawings and one set of specifications to the Tenant Coordinator for approval and one set of prints will be returned with approval and comments. Approval by

Landlord of the plans, or anything contained therein, shall not act to shift responsibility of the cost of any improvements from Tenant to Landlord unless specifically agreed to in writing by Landlord. Working drawings (plans) and specifications shall include the following:

Architectural plans at 1/8” 1’ -0” minimum;

Interior elevations and details;

Finish schedule;

Case work equipment layouts;

Reflected ceiling plan showing lighting, emergency lighting, diffusers, and sprinkler locations;

Engineering plans and specifications of electrical system, including total electric load (load to include mechanical equipment supplied by Tenant, lighting, etc.);

Please allow 10 working days for review and approval.

Approval of Contractors - Contractors and subcontractors to be used in performing Tenant’s Work shall be approved by Landlord in writing before Tenant’s Work is commenced.

Quality Standards - Each contractor and subcontractor performing any part of Tenant’s Work shall guarantee that the portion thereof for which it is responsible shall be free from any defects in workmanship and materials for a period of not less than one (1) year from the date of completion thereof. Every such contractor and subcontractor shall be responsible for the replacement or repair, without additional charge, or any and all work done or furnished in accordance with its contract, which shall become defective within one (1) year after completion and acceptance of the work. The correction of such work shall include, without additional charge, all additional expenses and damages incurred in connection with such removal or replacement of all or any part of Tenant’s Work or Landlord’s Work, including any part of the Building’s Common Areas or other Tenant’s improvements which may be damaged or disturbed thereby. All such warranties or guarantees as to materials or workmanship on or with respect to Tenant’s Work shall be contained in the contract or subcontract therefore and shall be so written that such guarantees or warranties shall inure to the benefit of both Landlord and Tenant, as their respective interests may appear, and so that they can be directly enforced by either. Tenant covenants to give Landlord any assignment necessary to effect such right of direct enforcement.

Cooperation - Only such duly licensed architects, engineers, contractors and subcontractors as will work in harmony with each other and those of Landlord so as to insure proper maintenance of good labor relationships shall be engaged in the performance of Tenant’s Work. Tenant shall enforce strict discipline and good order among the employees of Tenant’s contractor and subcontractors and shall not employ any unfit person or anyone not skilled in the work he is performing, or any workman who is incompatible with the balance of the work force, or who will cause, or whose presence will cause, labor disputes or work

stoppages. Tenant agrees that only union labor affiliated with the A.F.L./C.I.O. Building Trades will be used in the performance of Tenant’s Work.

Coordination - Tenant’s Work shall be coordinated under Landlord’s direction with the work being done or to be performed by Landlord and other tenants in the Building so that Tenant’s Work will not interfere with or delay the completion of any other construction work in the Building, or interfere with business being conducted in the Building.

Requirements for Contractors and Subcontractors

(1)

All Tenant’s Work shall be performed in a thoroughly workmanlike manner in conformity with approved plans and specifications and during such hours as approved by Landlord and shall be in good and usable condition at the date of completion. One set of such current approved plans and specifications shall be kept on the jobsite at all times during construction. All Tenant’s Work shall conform to the standards of recognized trade associations. In the event the Tenant is notified of any violations of codes, ordinances, regulations, requirements or guidelines, either by government authorities or by the Landlord, Tenant shall, at its expense, correct such violations within ten (10) calendar days after such notification, or sooner if required by the notifying authority. Should Tenant fail to correct such violations within ten (10) calendar days, Landlord may correct such violations at Tenant’s expense.

(2)

Tenant’s contractor or Tenant shall secure and pay for all necessary permits and fees with respect to Tenant’s Work.

(3)

Each contractor and subcontractor participating in the performance of Tenant’s Work shall make appropriate arrangements with Landlord’s Building Manager for delivery, storage and movement of materials and shall obtain approval from Landlord for any space, if available, outside of the Demised Premises within the Building which such contractor or subcontractor desires to use for storage, handling and moving of its materials and equipment.

Materials to be stored on floor slabs shall be approved by Landlord’s Building Manager. Such materials shall be located so as not to over-stress building structure. Adequate fire protection shall be provided for such stored materials.

(4)

Each contractor and subcontractor participating in the performance of Tenant’s Work shall (i) make appropriate arrangements with Landlord’s Building Manager for temporary utility connections including water and electricity, as available within the Building, which connections shall be at such locations as shall be determined by Landlord’s Building Manager, (ii) pay the cost of the connections and of proper maintenance and removal of

same, and (iii) pay all utility charges on such basis as may be agreed upon by Landlord and Tenant.

(5)

Each contractor and subcontractor participating in the performance of Tenant’s Work shall remove and dispose of, at least once a week and more frequently as Landlord’s Building Manager may direct, all debris and rubbish caused by or resulting from the performance of Tenant’s Work and, upon completion thereof, remove all temporary structures, surplus materials, debris and rubbish of whatever kind which has been brought in or created by the contractor or subcontractor in the performance of Tenant’s Work. If any contractors or subcontractors, performing Tenant’s Work shall neglect, refuse or fail to remove any such debris, rubbish, surplus material or temporary structures within two days from and after notice to Tenant from Landlord with respect thereto, Landlord may cause the same to be removed by contract or otherwise as Landlord may determine expedient, without liability for damages, and charge the total cost thereof to Tenant.

(6)

Each contractor and subcontractor performing Tenant’s Work shall maintain continuous protection of adjacent premises in such manner as to prevent any damage to Tenant’s Work or adjacent property, property above, property below, and improvements by reason of performance of Tenant’s Work. Each contractor and subcontractor shall properly protect Tenant’s Work with lights, guard rails, and barricades and secure all parts thereof against storm and accident. However, no barricade or other protective enclosure shall extend beyond the Demised Premises. No such barricade or other protective enclosure shall be installed without Landlord’s prior written approval.

(7)

Each contractor or subcontractor performing Tenant’s Work shall obtain Landlord’s approval prior to cutting any openings in the floor slab. All approved slab openings shall be safed off against fire spread and waterproofed. Engineering drawings for such slab openings requiring structural redesign must be prepared by Landlord’s structural engineer, at Tenant’s sole cost.

(8)

Prior to commencement of any construction, a pre-construction conference for the purpose of conveying all necessary notes and regulations shall take place at a location designated by the Landlord.

Insurance - Tenant shall cause its contractors and subcontractors to provide insurance with responsible companies approved by Landlord. Tenant shall require Tenant’s contractor and subcontractors to obtain and maintain in force comprehensive general liability insurance in an amount of not less than One Million ($1,000,000.00) Dollars in respect of personal injury or death an not less than One Million ($1,000,000.00) Dollars in respect of property damage, before the commencement of any of the Tenant’s Work in the Demised Premises.

Tenant further agrees to indemnify, hold harmless and defend Landlord from and against any and all claims, actions, or damages resulting from acts or neglects of Tenant, its agents, servants, employees, contractors and/or subcontractors in the performance of Tenant’s Work. Tenant shall also require Tenant’s contractors and subcontractors to provide Certificates of Insurance evidencing such current, enforce insurance coverage to the Landlord’s Tenant Coordinator, before Tenant’s contractor and/or subcontractors shall be permitted on the Demised Premises to commence Tenant’s Work. All insurance policies shall name the Landlord as additional insureds. Certificates of Insurance shall provide that no change or cancellation of such insurance will be undertaken without thirty (30) days prior written notice to the Landlord. Thirty (30) days prior to the expiration of existing coverage, renewal certificates must be submitted to the Landlord.

Utilities - Tenant shall obtain and convey to Landlord all approvals with respect to all utility services, as may be required by the utility company supplying the service. Landlord, an independent contractor, or an authorized utility company, as the case may be, shall have the right, subject to Landlord’s written approval, to run utility lines, pipes, conduits or ductwork where necessary or desirable through hung ceiling space, column space, partitions, beneath the floor slab, or other parts of the Demised Premises and to repair, alter, replace or remove the same, all in a manner which does not interfere unnecessarily with Tenant’s use thereof.

Acceptance of Work - Landlord’s acceptance of Tenant’s Work as being complete in accordance with the approved working plans and specifications and this document shall be subject to Landlord’s inspection and subsequent written approval. Tenant shall give Landlord thirty (30) days prior written notification of the anticipated completion date of Tenant’s Work.

V. Procedures

In the event of any conflict between the provisions of this Lease and this Exhibit “B”, the provisions of the Lease shall control.

Within fifteen (15) calendar days after the execution of the Lease, Tenant shall submit to Landlord, for Landlord’s approval, the conceptual drawings. Within thirty (30) calendar days after Landlord’s approval of such conceptual drawings, Tenant shall submit to Landlord, for Landlord’s approval, the construction drawings and specifications.

Within ten (10) calendar days thereafter, Landlord shall return to Tenant one (1) set of drawings and specifications with approval and/or comments. Tenant shall promptly make any requested changes or, as the case may be, promptly obtain Landlord’s written approval to alternate solutions.

Tenant shall not start construction of the Demised Premises until (i) Landlord has approved Tenant’s construction documents, (ii) Landlord has approved Tenant’s Contractor and Subcontractors, (iii) Tenant has secured and furnished copies to Landlord of all necessary state and local building permits for jurisdictional authorities, (iv) Tenant has furnished Landlord the policies of insurance as set forth in Article IV, Section 6(I) of this Document and (v) Tenant has furnished Landlord with copies of its No-Lien Agreements with its Contractor(s) and evidence of the filing of such agreements in the office of the Prothonotary of Allegheny County.

Should Tenant make any changes in Tenant’s Work after date of final approval of Tenant’s plans that result in changes to Landlord’s work, Tenant shall reimburse Landlord for all costs, including architectural or engineering fees associated therewith.

Tenant shall furnish to Landlord, for approval, a construction schedule and shall complete all work within the Demised Premises as expeditiously as possible in conformity with such approved schedule.

Landlord, may, at Landlord’s option, require Tenant to install temporary partition at the Demised premises, at Tenant’s expense in order to control dust and noise.

Tenant shall secure all necessary occupancy permits and/or approvals from all jurisdictional authorities to allow Tenant to open and occupy the Demised Premises and shall provide Landlord with copies of such occupancy permits and/or approvals.

Before the Demised Premises will be allowed to open for business, Tenant shall submit to Landlord a copy of the occupancy permit from the governing authority, a copy of the plumbing certificate, a copy of the electrical certificate and a copy of a release of liens, signed by the contractor(s) and all major subcontractors and suppliers.

Landlord’s Obligation is limited to that specified in this Document and Tenant shall be required to make all improvements to the Premises and in accordance with Tenant’s approved plans, except those which Landlord is specifically required to make hereunder.

Tenant shall furnish Landlord with one set of reproducible “as built” drawings of the completed Demised Premises.

In completing the construction of the Demised Premises and in making any alterations and improvements to the Demised Premises thereafter, Tenant and each of its contractors shall enter into a written construction agreement which shall contain what is commonly referred to as a “No-Lien” or “Waiver of Liens” provision. Tenant shall cause sufficient notice of such provisions to be given to all subcontractors, materialmen and/or laborers in the manner authorized by

applicable statute, whether by actual notice to any such subcontractor, materialmen, or laborer prior to any labor or materials being furnished, or by recordation of said No-Lien agreement at the office of the Prothonotary of Allegheny County, Pennsylvania, within the prescribed statutory period (i.e. prior to the commencement of the work on the Demised Premises, or within ten (10) days after the execution of the principal contract), so as to sufficiently bind all subcontractors, materialmen and/or laborers to the terms of such No Lien agreement. In the event any mechanics liens or other liens or any other notices of claim, shall at any time be made or filed against the Premises by reason of work, labor, services or materials performed or furnished, or alleged to have been performed or furnished, to Tenant or to anyone holding the Demised Premises through or under Tenant, Tenant shall forthwith cause the same to be discharged of record or bonded to the satisfaction of Landlord. If Tenant shall fail to cause such lien forthwith to be so discharged or bonded after being notified of the filing thereof, then, in addition to any other right or remedy of Landlord, Landlord may bond or discharge the same by paying the amount claimed to be due, and the amount so paid by Landlord, and all costs and expenses incurred by Landlord in connection therewith, including reasonable attorneys fees, together with interest thereon at the rate of fifteen (15%) percent per annum, shall be due and payable by Tenant to landlord as Additional Rent.

Tenant shall reimburse Landlord for work performed by Landlord on behalf of Tenant at Tenant’s sole cost and expense and will be paid for by Tenant to Landlord based on the cost to Landlord of such work, together with the sum equal to twenty-five (25%) percent of said cost for overhead and administration expenses, all due and payable within ten (10) days after billing from Landlord to Tenant.

If, for any reason, Tenant shall fail to pay any amounts due Landlord by Tenant hereunder, then, in addition to any other remedies available to Landlord pursuant to this Lease, upon the commencement of the Term, such amounts, together with interest thereon at the rate of fifteen (15) percent per annum shall be due and payable by Tenant to Landlord as Additional Rent.

The Tenant’s Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the work. Special care must be taken to protect the public from all work. The Contractor shall provide adequate fire extinguishers within the premises while under construction. The Landlord and its representatives may stop any work and Contractor will correct any item which is in violation of O.S.H.A. Standards or which may, in his opinion, cause injury or harm to public or property.

ONE OXFORD CENTRE

EXHIBIT “C”

CLEANING SPECIFICATIONS

A.	Schedule of Services

Night cleaning services to be performed five (5) nights per week, except on designated union holidays, or as specifically indicated hereinafter.

Day cleaning services to be performed five (5) days per week, Monday through Friday, except on union designated holidays, or as specifically indicated hereinafter.

B.	Scope of Work

Building Entrances and Public Areas

Sweep and damp mop pavers and steps nightly.

Machine scrub granite pavers weekly.

All glass at entrances (revolving doors and side panic doors) are to be cleaned twice per day.

Wipe down all metal surfaces (excluding high work) at entrances, railings and escalators nightly.

All wall surfaces (excluding high work) are to be dusted using approved method to remove fingerprints and smudges nightly.

Escalator inside surface glass panels are to be cleaned nightly using approved method to remove fingerprints and smudges nightly.

All interior glass (excluding high work) in Atrium and Plaza are to be cleaned weekly. Store front glass panels (side not in Tenant spaces) are to be cleaned daily.

Interior and exterior glass (excluding high work) at retail elevators are to be cleaned daily before normal working hours.

High dust or wash glass elevator exteriors weekly and all electrical and air conditioning ceiling fixtures quarterly.

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All cigarette urns or trash receptacles are to be cleaned nightly.

Rain mats will be provided and appropriately placed when needed and when not in use stored in designated areas.

Elevators

Clean all saddles, hatch and cab doors, door frames, and directional lights at main entry lobbies nightly.

Interior wall surfaces of cab selector panels, bases, rails and floor indicator panel are to be cleaned nightly.

Interior carpets are to be vacuumed nightly and spot cleaned as required.

Elevator cabs with resilient floor surfaces are to be washed nightly and waxed as required.

Public Corridors & Elevator Lobbies

All wall surfaces are to be dusted nightly using an approved chemically treated cloth. Remove all fingerprints and smudges nightly.

Sweep and damp mop ceramic tiles and granite pavers nightly. Machine scrub weekly.

Carpeted areas are to be vacuumed five (5) times per week and spot cleaned.

High dust or wash all electrical and air conditioning fixtures quarterly.

Drinking fountains are to be cleaned and sanitized nightly.

Public telephones are to be cleaned nightly.

Cigarette urns are to be cleaned quarterly.

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General Office Areas

Nightly, unless otherwise indicated

Damp mop all stone, ceramic tile, terrazzo and other types of unwaxed flooring weekly.

Sweep all vinyl asbestos, asphalt, rubber and similar types of flooring using an approved method and buff monthly.

Vacuum all rugs and carpeted areas once each week. Spot vacuum as required. Sweep all private stairways and vacuum if carpeted weekly.

Hand dust or wipe clean all furniture, file cabinets, fixtures, window sills, and wash said sills when necessary.

Dust all telephones.

Dust all chair rails, trim, etc.

Remove all gum and foreign matter on sight. Spot clean resilient floor as necessary.

Empty and clean all waste receptacles and remove wastepaper and waste materials to a designated area.

Empty and wipe clean all ash trays and screen all sand urns.

Wash clean all water fountains and water coolers.

Dust all glass furniture tops.

Remove hand marks on elevator hatchway doors.

Wipe clean all bright work.

Adjust Venetian blinds to uniform standard.

Cleaning of private toilet rooms and shampooing of carpets are not included in these specifications and will be provided by Landlord at Tenant’s request at Landlord’s reasonable cost.

Page 3 of 8

Any area designated as a vending area will be kept free from spillage and damp mopped daily.

Cleaning operations are to be scheduled so that an absolute minimum of lights are to be left on at all times. Upon completion of the cleaning, all lights must be turned off.

Periodic

Hand dust all door louvers and other ventilating louvers within reach once per week.

Dust all baseboards once per week (if required).

Remove finger marks from all painted surfaces near light switches, entrance doors, etc., once per week.

Dust all lamp shades weekly.

Move and vacuum clean once per week underneath all furniture that can be moved.

Dust all picture frames, charts and similar hangings quarterly which were not reached in nightly cleaning.

Dust all vertical surfaces such as walls, partitions, doors and other surfaces not reached in nightly cleaning quarterly.

Dust exterior of lighting fixtures quarterly.

Dust all venetian blinds quarterly.

Dust quarterly all air conditioning louvers, grills, etc., not reached in nightly cleaning.

Wash telephones monthly.

Dust clothes closets, shelving and cost racks weekly where possible

Lavatories

Nightly

Wash and disinfect all floors and base.

Page 4 of 8

Wash all mirrors and powder shelves.

Wash and polish all bright work.

Wash all plumbing fixtures.

Wash and disinfect all toilet seats, both sides.

Scour, wash and disinfect all basins, bowls and urinals.

Fill toilet tissue holders, soap, sanitary napkin and paper towel dispensers.

Empty and clean sanitary disposal receptacles, and provide wax paper bag in receptacle.

Clean and wash waste receptacles and dispensers. Remove all waste products to a designated area and provide plastic bag in receptacles.

Remove finger marks from painted surfaces.

Remove all graffiti from walls and partitions.

Dust and clean partitions and walls.

Inspect all toilets and rest rooms during day and keep same in neat and clean condition.

Wash tile wall surface subject to splashing.

Periodic

Clean and wash all partitions once a week.

Machine scrub floors as necessary but not less than once every two (2) weeks.

Hand dust, clean and wash all tile walls once each month, more often if necessary.

Page 5 of 8

High dust to be done once each month which includes lights, walls and grills.

Wash toilet lighting fixtures as often as necessary but not less than twice per year.

Building Service Areas

Slop sink rooms are to be kept neat, clean and orderly at all times.

Freight elevator areas are to be kept neat, clean and orderly at all times.

Resilient floor surfaces in service corridors are to be washed nightly and waxed as required.

All wall surfaces in service corridors are to be dusted weekly. Fingerprints, graffiti and smudges are to be removed weekly.

High dust or wash all electrical and air conditioning ceiling fixtures once per year.

Loading dock area to be swept daily and floor areas hosed down as required. Wall surfaces are to be cleaned weekly. Overhead equipment dusted monthly.

Window Cleaning

All exterior windows shall be cleaned inside and outside quarterly, weather permitting. Window frames and associated metal to be wiped and cleaned upon completion of all window washing.

All interior partition glass (including glass doors) on Tenant floors to be cleaned every eight (8) weeks.

Glass on directory boards to be cleaned daily.

Plaza & Sidewalk Areas

Sweep daily, weather permitting.

Remove snow and ice as soon as possible from all traffic areas and using approved snow melting chemicals where practical.

Page 6 of 8

Gum and other foreign materials to be removed as required.

Trash receptacles shall be cleaned daily.

Remove debris from landscaped and pool areas as required.

Roof Surfaces

All roofs and setbacks are to be cleaned every other month, weather permitting.

10.

Duties of Day Personnel

The following is a general list of functions only, weather permitting (where applicable):

Check all public areas constantly, picking up all foreign matter on sight.

Sweep lobby as required, five (5) days a week, using an approved chemically treated cloth.

Empty all cigarette urns.

Elevator cab floors are to be cleaned at least two (2) times each day and more frequently when needed.

Wipe clean and remove finger marks from all metal bright work throughout interior of building lobby daily.

Sweep sidewalks.

Lay down and remove lobby runners as necessary.

Sweep the public staircases.

Wash staircases monthly.

Keep in clean condition all public telephones and their enclosures, as required.

Page 7 of 8

Clean building entrance door twice each day. Mens’ & Womens’ Lavatories (Day Porter).

The following is a general list of duties:

Fill toilet tissue and towel dispensers as required.

Service sanitary napkin dispensers as necessary.

Fill soap dispensers as necessary.

11.

Pest Control

The public spaces throughout the building shall be kept under pest control treatment, as required.

Page 8 of 8

EXHIBIT “D”

RULES AND REGULATIONS


Definitions	1.	Wherever in these Rules and Regulations the word “Tenant” is used, it shall be taken to apply to and include the Tenant and his agents, employees, invitees, licensees, subtenants and contractors, and is to be deemed of such number and gender as the circumstances require. The words “room” and “Premises” are to be taken to mean and include the space covered by this Lease. The word “Landlord” shall be taken to include the employees and agents of Landlord.

Operations	2.	The streets, sidewalks, entrances, halls, passages, elevators, stairways and other common area provided by Landlord shall not be obstructed by Tenant, or used by him for any other purpose than for ingress and egress.

Washrooms	3.	Toilet rooms, water closets and other water apparatus shall not be used for any purposes other than those for which they were constructed.

Insurance Regulations	4.	Tenant shall not do anything in the Premises, or bring or keep anything therein, which will in any way increase or tend to increase the risk of fire or the rate of fire insurance, or which will conflict with the regulations of the Fire Department or the Fire laws, or with the rules and regulations of the Fire Insurance Rating Organization, or equivalent bodies, or with any insurance policy on the Building or any part thereof, or with any law, ordinance, rule or regulation affecting the occupancy and use of the Premises, now existing or hereafter enacted or promulgated by any public authority or by the Fire Insurance Rating Organization, or any equivalent body.

General Prohibitions	5.	In order to insure proper use and care of the Premises, Tenant shall not:
	(a)	Keep animals or birds in the Premises.
	(b)	Use the Premises or any rooms therein as sleeping apartments.
	(c)	Allow any sign, advertisement, or notice to be fixed to the Building, inside or outside, without Landlord’s written consent.
	(d)	Make improper noises or disturbances of any kind; sing, play or operate any musical instrument, radio or televisions


				without consent of Landlord, or otherwise do anything to disturb other tenants or tend to injure the reputation of the Building.

		(e)		Mark or defile elevators, water-closets, toilet rooms, walls, windows, doors or any other part of the Building.

		(f)		Place anything on the outside of the Building, including roof setbacks, window ledges and other projections or drop anything from the windows, stairways or parapets; or place trash or other matter in the halls, stairways, elevators or light wells of the Building.

		(g)		Cover or obstruct any window, skylight, door or transom that admits light, except with building standard narrow slot, horizontal venetian blinds without the prior written approval of Landlord.

		(h)		Fasten any article, drill holes, drive nails or screws into the walls, floors, woodwork, window mullions, or partitions of the Premises or Building except for the hanging of art work or equipment shown in Exhibit B; nor shall the same be painted, papered or otherwise covered or in any way marked or broken without the prior consent of Landlord.

		(i)		Interfere or adjust the heating or cooling apparatus.

		(j)		Allow anyone but Landlord’s employees to clean the Premises.

		(k)		Leave the Premises without locking doors, stopping all office machines, and extinguishing all lights.

		(l)		Install any shades, blinds, or awnings, except building standard window coverings, without consent of Landlord.

		(m)		Use any electric heating device.

		(n)		Install call boxes, or any kind of wire in or on the Premises or the Building without Landlord’s permission and direction.

		(o)		Manufacture any commodity, or prepare or dispense any foods or beverages, whether by vending or dispensing machines or otherwise, or alcoholic beverages, tobacco, drugs, flowers or other commodities or articles without the written consent of Landlord. Tenant shall have permission to serve catered food to its employees and clients, and shall have a


		coffee maker, refrigerator, and microwave oven in the Premises.

	(p)	Secure duplicate keys for rooms or toilets, except from Landlord, or change the locks of any doors to or in the Premises.

	(q)	Give his employees or other persons permission to go upon the roof of the Building without the written consent of Landlord.

	(r)	Place door mats in public corridors without the consent of Landlord.

	(s)	Use passenger elevators for freight during normal business hours as defined in the Lease.

	(t)	Schedule, nor will Landlord receive, deliver or accept freight for Tenant other than Monday through Friday, excluding holidays, between the hours of 9:30 a.m. to 11:30 a.m. and 1:30 p.m. to 4:15 p.m.

Publicity	6.	Tenant shall not use the name or images of the Building in any way in connection with his business except as the address thereof. Landlord shall also have the right to prohibit any advertising by Tenant, which, in its opinion, tends to impair the reputation of the Building or its desirability as a building for offices; and upon written notice from Landlord, Tenant shall refrain from or discontinue such advertising.

Business Machines	7.	Business machines and mechanical equipment which cause vibration, noise, cold or heat that may be transmitted to Building structure, or to any leased space outside Premises shall be placed and maintained by Tenant, at its sole cost and expense, in settings of cork, rubber, or spring type vibration eliminators sufficient to absorb and prevent such vibration, noise, cold or heat. No business machines or mechanical equipment which require unusually high amounts of electricity shall be used or installed in the Premises without Landlord’s prior written consent.

Movement of Equipment	8.	Landlord reserves the right to designate the time and the method whereby freight, small office equipment, furniture, safes and other like articles may be brought into, moved, or removed from the Building or Premises, and to designate the


		location for temporary disposition of such items. In no event shall any of the aforegoing items be taken from Tenant’s Premises for the purpose of removing same from the Building without the express consent of both Landlord and Tenant.

Public Entrance	9.	Landlord reserves the right to exclude the general public from the Building upon such days and at such hours as in Landlord’s judgment will be for the best interest of the Building and its tenants. At Landlord’s discretion, persons entering the office portion of the Building after 6:00 p.m. Monday through Friday, after 1:00 p.m. on Saturday and at all times on Sunday and holidays and before 8:00 a.m. Monday through Saturday may be required to sign the register maintained for that purpose.

Rights Reserved to Landlord	10.	Without abatement or diminution in rent, Landlord reserves and shall have the following additional rights:
	(a)	To change the name or street address of Building and the arrangement and/or location of entrances, passageways, doors, doorways, corridors, elevators, stairs, toilet or other public parts of the Building, provided that such acts shall not unreasonably interfere with Tenant’s use and occupancy of the Premises as a whole. Landlord shall notify Tenant of any change in the name or street address of the Building;
	(b)	To install and maintain a sign or signs on the exterior of the Building;
	(c)	To have access for Landlord and other tenants of Building to any mail chutes, if any, located on the Premises according to the rules of the United States Post Office;
	(d)	To designate all sources furnishing sign painting and lettering, ice, drinking water, towels and toilet supplies, and other like services used on the premises;
	(e)	At any time or times Landlord, either voluntarily or pursuant to governmental requirement, may, at Landlord’s own expense, make repairs, alterations, or improvements in or to the Building or any part thereof, and during such alterations, may close entrances, doors, windows, corridors, elevators or other facilities, provided that such acts shall not unreasonably interfere with Tenant’s use and occupancy of the Premises as a whole;


	(f)	To erect, use and maintain pipes and conduits in and through the Premises;

	(g)	During the last six (6) months of the term, if during or prior to that time the Tenant vacates the Premises, to decorate, remodel, repair, alter or otherwise prepare the Premises for reoccupancy;

	(h)	To constantly have pass keys to the Premises;

	(i)	To grant to anyone the exclusive right to conduct any particular business or undertaking in the Building;

	(j)	To exhibit the Premises to others and to display “For Rent” signs on the Premises;

	(k)	To take any and all measures, including inspections, repairs, alterations, additions and improvements to the Premises or to the Building, as may be necessary or desirable for the safety, protection or preservation of the Premises or the Building or Landlord’s interests, or as may be necessary or desirable in the operation of the Building. Landlord may enter upon the Premises and may exercise any or all of the foregoing rights hereby reserved without being deemed guilty of an eviction or disturbance of Tenant’s use or possession and without being liable in any manner to the Tenant.

Regulation Change	11.	Landlord shall have the right to make such other and further reasonable rules and regulations as in the judgment of Landlord, may from time to time be needed for the safety, appearance, care and cleanliness of the Building and for the preservation of good order therein; Landlord shall not be responsible to Tenant for any violation of rules and regulations by other tenants.

No Weapons on Premises	12.	For the safety of all, tenants and visitors to the Building (including both the premises and the common areas) are not permitted to bring or possess, or allow others to bring or possess, guns, large knives and other weapons into the Building. Should management or security personnel observe such weapons, the individual possessing the weapon will not be permitted to enter the building. Building management and/or security personnel will not assume custody of any weapon during the individual’s visit to the Building. Rather,


				the individual will be asked to exit the Building and return without the weapon. An exception will be made for law enforcement personnel duly licensed and authorized to possess a weapon.

EXHIBIT “E”

DEFINITION AND CALCULATION OF RENTABLE AREAS GENERAL

Architectural plans when available are to be used.

Tenant special installations including, but not limited to, private elevators, stairs, special flues, dumbwaiter shafts and special air conditioning facilities are included within the rentable area of such tenant.

In determining whether a floor is, and in computing the aggregate rentable area of, a single tenancy floor, any special installation on said floor of another tenant shall be disregarded.

In computing the aggregate rentable area of any multiple occupancy floor, any special installation of a tenant who is not a tenant of any other part of such floor shall be disregarded.

SINGLE TENANCY FLOORS

Three steps are to be followed to determine the rentable area:

lA)	Compute gross area

2B)	Deduct certain areas

3C)	Add applicable share of areas to apportioned. (See below paragraph 3C).

lA GROSS AREA:

The gross area of a floor shall be the entire area within the exterior walls. If the exterior wall consists in whole or in part of windows, fixed clear glass, or other transparent material, the measurement shall be taken to the inside of the glass or other transparent material. If it consists solely of a non-transparent material, the measurement shall be taken to the inside surface of the outer masonry building walls.

2B DEDUCTIONS FROM GROSS AREA :

The following non-rentable building areas, with their finished enclosing walls, are to be deducted:

1.	Public elevator shafts and elevator machine rooms

2.	Public stairs

3.	Fire tower and fire tower court

4.	Main telephone and electric switchboard room except: (a) where the same is leased by tenant, or (b) is a special installation.

5.	Areas within the gross area which are to be apportioned (See paragraph 3C below).

NOTE: If a base building area to be deducted and a base building area that is rentable have a common wall, the thickness of the wall is to be equally divided; e.g. if an elevator shaft is adjacent to a telephone closet, the elevator shaft and half of the finished dividing wall are to be deducted.

3C AREAS TO BE APPORTIONED :

1. Air conditioning facilities: All air conditioning floors and other areas throughout and within the building (exclusive of tenant’s special air conditioning facilities) including their finished enclosing walls containing equipment or enclosing pipes, ducts, or shafts serving the facilities are to be apportioned to the areas they serve.

2. Whenever the height of an air conditioning facility room or floor above the grade floor shall exceed the average story height in the Building by more than 25%, then the area of such room or floor shall be determined by multiplying the floor area by the percentage that the height of the room or floor exceeds the average story height and adding the area so determined to the area of the room or floor.

MULTIPLE OCCUPANCY FLOORS

The total of the rentable areas for two or more tenants on a floor shall be the rentable area for that floor, as computed in the manner for single tenancy floors, except that public corridors of the floor shall be included.

Three steps are to be followed:

a)	Compute the net area for such floor.

b)	Compute the net area for each tenant

c)	To determine the rentable area for any tenant, multiply the rentable area of such floor by a fraction whose denominator is the net area for such floor.

a)	NET AREA FOR ANY FLOOR:

The net area shall be the gross area as described for single tenancy floors less the entire core areas (including the finished enclosing walls thereof but excluding any part of the core rented to a tenant) and corridors (excluding the enclosing walls thereof).

b)	NET AREA FOR EACH TENANT:

Exterior walls are to be measured as described in procedure for gross area. Demising walls between Tenants are to be equally divided. Corridor walls to the finished corridor side are to be included in the net area of each tenant.

FIRST AMENDMENT TO LEASE

THIS FIRST AMENDMENT TO LEASE is made this 13 ^th day of September, 2010, between OXFORD DEVELOPMENT COMPANY/GRANT STREET (“Landlord”), and TRISTATE CAPITAL HOLDINGS, INC. (“Tenant”).

WHEREAS, Landlord and Tenant are parties to a Lease Agreement dated August 29, 2006 (the “Existing Lease”), under the terms of which Tenant leases certain premises consisting of approximately 23,129 rentable square feet on the 27 ^th Floor of One Oxford Centre (the “Existing Premises”), Pittsburgh, Pennsylvania; and

WHEREAS, the parties desire to amend the Lease in order to, among other things, expand the size of the Premises and extend the term of the Lease.

NOW THEREFORE, in consideration of the mutual covenants herein contained, and other good and valuable consideration, the parties agree as follows:

1. Defined Terms . Capitalized terms used herein but not defined shall have the meanings ascribed thereto in the Lease. From and after the date hereof, the term “Lease” will mean the Existing Lease, as amended by this First Amendment.

2. Extended Term . The term of the Lease is hereby extended from the original expiration date of October 31, 2018 until the last day of the 120 ^th calendar month following the Expansion Space Commencement Date. The “Expansion Space Commencement Date,” shall be the date on which Tenant substantially completes the improvements to the Expansion Space and the Expansion Space is ready for occupancy, or February 1, 2011, whichever date is earlier. All of the terms and conditions of the Existing Lease shall continue to apply during the extended term, except as provided in this Amendment.

3. Expansion . The Premises is hereby expanded to include additional space consisting of approximately 8,507 rentable square feet located on the 29 ^th floor of the Building, as shown on Exhibit A-l attached hereto (“Expansion Space”). As of the date of the Expansion Space is ready for occupancy, the Expansion Space shall be deemed to be part of the Premises for all purposes of the Lease. Accordingly, as of the date hereof, the term “Premises” shall mean approximately 31,636 rentable square feet in Building, designated as Suite 2700 and Suite 2900. Tenant acknowledges and agrees that Tenant has inspected the Expansion Space and accepts the same in its current “As-Is” condition. Any improvements to the Expansion Space desired by Tenant shall be at Tenant’s expense and shall be subject to Landlord’s prior approval which shall not be unnecessarily withheld or delayed and all other terms and conditions contained in the Lease and the Work Letter attached to the Lease.

4. Rent .

A. The period from the Expansion Space Commencement Date, and continuing for a 24 month period thereafter shall be a free rent period with respect to the Expansion Space. Accordingly, Basic Annual Rent for the Expansion Space shall be payable as follows:


Period			Monthly		Annual
Expansion Space	THRU	24 ^th Month following	$	0.00	$	0.00
Commencement Date		Expansion Space Commencement Date
Month 25	THRU	Month 36	$	7,418.92	$	89,027.04
Month 37	THRU	Month 48	$	7,558.84	$	90,706.08
Month 49	THRU	Month 60	$	8,373.19	$	100,478.28
Month 61	THRU	Month 120	$	20,913.04	$	250,956.48

The Rent schedule reflects a 24 month free rent period (as to the Expansion Space) that is being provided to Tenant in substitution for a cash tenant improvement allowance from Landlord.

B. Tenant shall continue to pay Tenant’s Proportionate Share of Real Estate Taxes and Operating Expenses as provided in the Existing Lease, with Tenant’s Percentage for the entire Premises to be 3.57%.

C. Commencing on November 1, 2018 and continuing through the extended term, Basic Annual Rent for the Existing Premises (excluding the Expansion Space) shall be in the amount of $682,305.00, payable in equal monthly installments of $56,858.79.

5. Parking. Section 54 of the Lease is hereby amended to provide that Tenant shall be permitted to lease up to 13 parking spaces, with 10 spaces being located in the underground, unreserved area of the parking garage.

6. Broker. Tenant represents that Tenant has dealt or spoken with no broker other than Oxford Realty Services, Landlord’s broker, in connection with this Amendment. Landlord shall compensate Landlord’s broker. Tenant agrees to hold Landlord harmless against any claim for brokerage commission arising out of conversations or negotiations with any other broker.

7. Savings Clause. Except as specifically amended herein, all of the terms and conditions of the Lease shall continue in full force and effect.

IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto have caused this First Amendment to Lease to be signed and sealed as of the day and year first above written.


	LANDLORD: OXFORD DEVELOPMENT COMPANY/GRANT STREET
	By:	OOC, Inc., General Partner
	By:
Witness

	TENANT: TRISTATE CAPITAL HOLDINGS, INC.
	By:
Witness	Title:	VICE CHAIRMAN & CFO

LOGO

Commencement Date Memorandum


LANDLORD:		Oxford Development Company/Grant Street

TENANT:		TriState Capital Holdings, Inc.

LEASE DATE:		August 29, 2006, as amended by the First Amendment to Lease dated September 13, 2010

DEMISED PREMISES:		23,129 r.s.f. on the 27 ^th floor (Original Premises) 8,507 r.s.f. on the 29 ^th floor (Expansion Space)

COMMENCEMENT DATE:
COMMENCEMENT DATE:		February 1, 2007 (Original Premises) March 1, 2011 (Expansion Space)

EXPIRATION DATE:		February 28, 2021 (Original Premises & Expansion Space)

TENANT’S PROPORTIONATE SHARE:		3.57 %

Tenant hereby accepts the Expansion Premises as being in the condition required under the Lease. Both Landlord and Tenant hereby acknowledge and agree that, notwithstanding the First Amendment to Lease, the Expansion Space Commencement Date is March 1, 2011.


Landlord:
Oxford Development Company/Grant Street
By:		OOC, Inc., general partner

By:
		Steven J. Guy, President

Date:		June 8, 2011

Approved and Agreed: TriState Capital Holdings, Inc.

By:
		Vice Chairman & CFO

Date:		6/7/11

Exhibit 10.5

Execution Copy

PREFERRED STOCK PURCHASE AGREEMENT

by and among

TRISTATE CAPITAL HOLDINGS, INC.

and

THE PURCHASERS NAMED HEREIN

April 24, 2012

TABLE OF CONTENTS


	Page
ARTICLE 1 PURCHASE AND SALE; CLOSING		1

1.1 Authorization of Issuance and Sale of the Series C Preferred		1

1.2 Purchase and Sale of the Series C Preferred		1

1.3 Closing		1

ARTICLE 2 CONDITIONS OF THE OBLIGATIONS OF THE PURCHASERS AT CLOSING		2

ARTICLE 3 CONDITIONS OF THE OBLIGATIONS OF THE CORPORATION AT CLOSING		2

ARTICLE 4 PRE CLOSING COVENANTS		2

4.1 Exclusivity		2

4.2 Affirmative Covenants of the Corporation		2

4.3 Negative Covenants of the Corporation		4

4.4 Access to Information		4

4.5 Termination		5

ARTICLE 5 COVENANTS		5

ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF THE CORPORATION		5

6.1 Organization		6

6.2 Equity Securities and Related Matters		6

6.3 Subsidiaries; Investments		7

6.4 Authorization		7

6.5 No Contravention		8

6.6 Financial Statements and Related Matters		8

6.7 Absence of Undisclosed Liabilities		9

6.8 No Material Adverse Effect		9

6.9 Deposit Accounts		9

6.10 Governmental and Regulatory Proceedings		9

6.11 Agreements with Regulatory Agencies		9

6.12 Risk Management Instruments		10

6.13 No Restrictions		10

6.14 Governmental Permits		10

6.15 Reports		11

6.16 Assets		11



6.17 Tax Matters			12

6.18 Contracts and Commitments			14

6.19 Employees			16

6.20 ERISA			16

6.21 Compliance with Laws			17

6.22 Affiliated Transactions; Insider Loans			17

6.23 Intellectual Property Rights			18

6.24 Litigation, Etc			19

6.25 Insurance			19

6.26 Real Property			19

6.27 Environmental Liability			20

6.28 Disclosure			21

6.29 Mortgage Banking Business			21

6.30 Loan Portfolio			22

6.31 Securities Portfolio			22

6.32 Brokerage			23

6.33 Absence of Certain Developments			23

6.34 Fiduciary Accounts			24

6.35 Compliance with Servicing Obligations			24

6.36 TARP Capital Purchase Program			24

6.37 Extension of De Novo Period of the Bank			25

ARTICLE 7 REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER			25

7.1 Organization, Power and Authority			25

7.2 Authorization			25

7.3 Noncontravention			25

7.4 Investment Representations and Warranties			26

7.5 Litigation, Etc			26

7.6 Availability			26

ARTICLE 8 MISCELLANEOUS			26

8.1 Fees and Expenses			26

8.2 Absence of Control			27

8.3 Voting			27

8.4 Additional Regulatory Matters			27



8.5 Press Release and Announcements; Confidential Information			28

8.6 Survival of Representations and Warranties; Indemnification			29

8.7 Indemnification Procedure.			30

8.8 Further Assurances			31

8.9 Remedies			31

8.10 Amendments and Waivers			31

8.11 Successors and Assigns; No Third Party Beneficiaries			32

8.12 Severability			32

8.13 Counterparts			32

8.14 Defined Terms; Descriptive Headings; Interpretation			32

8.15 Entire Agreement			32

8.16 Schedules			33

8.17 Governing Law			33

8.18 Notices			33

8.19 Construction			33

8.20 Consent to Jurisdiction			34

8.21 Waiver of Jury Trial			34

EXHIBITS

Exhibit A-1 – Certificate of Designation of Perpetual Convertible Preferred Stock, Series C of the Corporation

Exhibit A-2 – Amendment to Articles of Incorporation of the Corporation

Exhibit B – Registration Rights Agreement

Exhibit C – Amended and Restated By-laws of the Corporation

Exhibit D – Amended and Restated By-laws of the Bank

Exhibit E – Opinion of Counsel for the Corporation

ANNEXES

Purchasers Conditions Annex

Corporation Conditions Annex

Covenants Annex

iii

SCHEDULES

Affiliated Transactions Schedule

Assets Schedule

Authorization & Consent Schedule

Brokerage Schedule

Capitalization Schedule

Compliance Schedule

Contracts Schedule

Developments Schedule

Employee Benefits Schedule

Employees Schedule

Extension of De Novo Period Schedule

Financial Statements Schedule

Insider Loans Schedule

Insurance Schedule

Intellectual Property Schedule

Investments & Subsidiaries Schedule

Liabilities Schedule

Litigation Schedule

Loan Portfolio Schedule

Mortgage Banking Schedule

No Restrictions Schedule

Real Property Schedule

Regulatory Issues Schedule

Restrictions Schedule

Securities Portfolio Schedule

Taxes Schedule

Schedule A

PREFERRED STOCK PURCHASE AGREEMENT

This Preferred Stock Purchase Agreement is made and entered into as of April 24, 2012, by and among TriState Capital Holdings, Inc., a Pennsylvania corporation (the “ Corporation” ) and the sole shareholder of TriState Capital Bank, a Pennsylvania chartered bank (the “ Bank ”), and each of LM III TriState Holdings LLC (“ LM III” ) and LM III-A TriState Holdings LLC (“ LM III-A” ). LM III and LM III-A are sometimes referred to herein collectively as the “ Purchasers ” and each as a “ Purchaser. ” The Corporation and the Purchasers are sometimes referred to herein collectively as the “ Parties ” and individually as a “ Party .” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Definitions Annex .

WHEREAS, the Purchasers desire to purchase from the Corporation, and the Corporation desires to sell to the Purchasers, shares of the Corporation’s Perpetual Convertible Preferred Stock, Series C, no par value per share (the “ Series C Preferred ”), on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants, agreements and understandings contained herein, and intending to be legally bound, the Parties agree as follows:

ARTICLE 1

PURCHASE AND SALE; CLOSING

1.1 Authorization of Issuance and Sale of the Series C Preferred . The Corporation shall authorize the issuance and sale to the Purchasers of 48,780.488 shares of Series C Preferred of the Corporation. The Series C Preferred shall have the rights and preferences set forth in the Corporation’s Certificate of Designation of Perpetual Convertible Preferred Stock, Series C in the form attached hereto as Exhibit A .

1.2 Purchase and Sale of the Series C Preferred . At the Closing (as defined in Section 1.3 below), the Corporation shall sell and deliver to the Purchasers good and marketable title to, free and clear of all Encumbrances (in accordance with the percentages set forth on Schedule A ) and, subject to the terms and conditions set forth herein, and the Purchasers (in accordance with the percentages set forth on Schedule A ) shall purchase from the Corporation, the Series C Preferred Shares, at a price per share equal to the Preferred Purchase Price.

1.3 Closing . The closing of the purchase and sale of the Series C Preferred to be purchased pursuant to Section 1.2 (the “ Closing ”) shall take place at a time and date as shall be agreed upon by the Parties hereto, but in no event later than the third business day following the date on which the conditions to Closing set forth in this Agreement shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to fulfillment or waiver of those conditions), at the offices of Keevican Weiss Bauerle & Hirsch LLC located at 1001 Liberty Avenue, 11 ^th Floor, Federated Investors Tower, Pittsburgh, Pennsylvania 15222, or remotely via electronic or other exchange of documents and signature pages, or at such other date or location as shall be agreed upon by the Parties hereto. The date of the Closing is referred to as the “ Closing Date .”

ARTICLE 2

CONDITIONS OF THE OBLIGATIONS OF THE PURCHASERS AT CLOSING

The obligation of each Purchaser to purchase and pay for the applicable Series C Preferred at the Closing is subject to the satisfaction or waiver as of the Closing of the conditions set forth on the Purchasers Conditions Annex . Any condition specified in the Purchasers Condition Annex may be waived by the Purchasers; provided that no such waiver will be effective unless it is set forth in a writing executed by each Purchaser.

ARTICLE 3

CONDITIONS OF THE OBLIGATIONS OF THE CORPORATION AT CLOSING

The obligation of the Corporation to consummate the transactions contemplated hereby at the Closing are subject to the satisfaction or waiver as of the Closing of the conditions set forth on the Corporation Conditions Annex . Any condition specified in the Corporation Conditions Annex may be waived by the Corporation; provided that no such waiver will be effective unless it is set forth in a writing executed by the Corporation.

ARTICLE 4

PRE-CLOSING COVENANTS

4.1 Exclusivity . Without the prior written consent of each Purchaser (which consent may be withheld at such Purchaser’s sole discretion) until the earlier of (x) the date of the Closing and (y) the date on which this Agreement is terminated in accordance with its terms, the Corporation agrees not to (and will not permit any of its Subsidiaries or Affiliates, or any employee, officer, director, partner, agent, trustee, representative or other Person acting on its behalf or any entity under its control or at its direction to), directly or indirectly, sell or agree to sell to any other Person, discuss or negotiate with any other Person a possible sale of, or solicit or accept any offer to purchase from any other Person, all or any part of the Corporation’s or its Subsidiaries’ Equity Securities or assets (whether such transaction takes the form of an issuance or sale of common stock or other securities, merger, consolidation, sale of assets, liquidation, dissolution, refinancing, recapitalization, reorganization or otherwise), or provide any information to any other Person concerning the Corporation or its Subsidiaries. The Corporation represents and warrants that it has ceased all discussions with all Persons (other than the Purchasers) regarding all of the foregoing, and that none of the Corporation, its Subsidiaries or any of their respective officers, directors, affiliates, partners, trustees, agents or representatives is a party to or bound by any agreement relating to any of the foregoing, other than agreements with Purchasers.

4.2 Affirmative Covenants of the Corporation . Prior to the Closing Date, unless the Purchasers otherwise agree in writing, the Corporation and each of its Subsidiaries shall conduct its business and operations only in the ordinary course of business consistent with past custom and practice (including with respect to quantity and frequency). In addition, prior to the Closing Date (unless the Purchasers otherwise agree in writing), the Corporation and each of its Subsidiaries shall:

(a) maintain policies and practices with respect to liquidity management and cash flow planning, marketing, deposit origination, lending, budgeting, profit and tax planning, accounting or any other material aspect of its business or operations in the ordinary course of business;

(b) maintain an allowance for loan and lease losses which is adequate in all respects to provide for losses, net of recoveries relating to loans previously charged off, on outstanding loans and leases, and charge off any loans or leases that would be deemed uncollectible in accordance with GAAP or any Laws;

(c) file in a timely manner all required filings with all Governmental Entities and cause such filings to be true and correct in all material respects;

(d) use commercially reasonable efforts to carry on the business of the Corporation and its Subsidiaries in the same manner as presently conducted and to keep the business organization and properties of the Corporation and its Subsidiaries intact (including its present business operations, physical facilities, working conditions and employees, and its present relationships with lessors, licensors, suppliers and customers and others having business relations with it);

(e) promptly (once any officer or director of the Corporation obtains knowledge thereof) inform Purchasers in writing of any material variances from the representations and warranties contained in Article 6 or any material breach of any covenant hereunder by the Corporation; and

(f) cooperate with the Purchasers and use all best efforts to cause the conditions to the Purchasers’ obligation to close to be satisfied (including the execution and delivery of all agreements contemplated hereunder to be so executed and delivered and the making and obtaining of all third party and governmental notices, filings, authorizations, approvals, consents, releases and terminations); provided , however , that, in no event will the Corporation or any of its Affiliates be obligated to:

(i) without limiting clause (f)(ii) below, (x) propose or accept any divestiture of any of the Corporation’s or any of its Affiliates’ assets, or (y) accept any operational restriction on the Corporation’s or any of its Affiliates’ business, or agree to take any action that limits the Corporation’s or any of its Affiliates’ commercial practices in any way that would require them to obtain any consent, acceptance or approval of any Governmental Entity to consummate the transactions contemplated hereby; or

(ii) propose or agree to accept any term or condition or otherwise modify the terms of this Agreement or any other Transaction Document to obtain any consent, acceptance, or approval of any Governmental Entity to the consummation of the transactions contemplated by this Agreement and the other Transaction Documents if such term, condition, modification or confirmation would (x) materially adversely affect (with respect to the Corporation or its Affiliates) any material term of the transactions, or (y) adversely affect (with respect to the Corporation or its Affiliates) any material

financial term of the transactions contemplated by this Agreement and the other Transaction Documents.

4.3 Negative Covenants of the Corporation . Except as otherwise expressly contemplated by this Agreement, prior to the Closing Date, without the Purchasers’ prior written consent, neither the Corporation nor any of its Subsidiaries shall:

(a) take any action requiring disclosure under Section 6.33 other than in the ordinary course of business;

(b) make any loans or enter into any transaction with any Insider other than in the ordinary course of business;

(c) declare, pay, make or otherwise effectuate any dividends, distributions, redemptions, equity repurchases or other transactions involving the Corporation’s capital stock other than dividends required to be declared, paid or made with respect to the Corporation’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A (“ TARP Series A Preferred Stock ”) and Fixed Rate Cumulative Perpetual Preferred Stock, Series B (“ TARP Series B Preferred Stock ”) pursuant to the Certificates of Designation of such series of stock;

(d) incur any Indebtedness other than in the ordinary course of business;

(e) terminate, modify, enter into any new, or amend any existing, material contracts, agreements, commitments or Licenses to which the Corporation or any of its Subsidiaries is a party or is bound or relating to the businesses of the Corporation and its Subsidiaries other than in the ordinary course of business;

(f) fail to take any action which failure would reasonably be anticipated to have a Material Adverse Effect;

(g) make any loan or commitment to make, renew, extend the term or increase the amount of any loan to any Person if such loan or any other loans to such Person or an Affiliate of such Person is on the “watch list” or similar internal report of the Corporation or any Subsidiary, or has been classified by the Corporation, any Subsidiary or Governmental Entity as “substandard,” “doubtful,” “loss,” or “other loans specially mentioned” or listed as a “potential problem loan” or for which a “troubled asset report” has been produced; and

(h) agree to do any of the foregoing or negotiate or have any discussions with any Person with respect to any of the foregoing.

4.4 Access to Information . The Purchasers may make or cause to be made such investigation of the business and properties of the Corporation and its Subsidiaries as they deem necessary or advisable to familiarize themselves therewith. Subject to the applicable Confidentiality Agreement, the Corporation, the Bank and their respective officers, directors, employees and agents shall permit each Purchaser and its employees, agents, accounting, legal and other authorized representatives and representatives of the financial institutions which are considering participation in the financing of this transaction to (a) have full access to the premises, books and records of the Corporation and its Subsidiaries at reasonable hours, (b) visit

and inspect any of the properties of the Corporation and its Subsidiaries and (c) discuss the affairs, finances and accounts of the Corporation and its Subsidiaries with the directors, officers, key employees, key customers, key sales representatives, key suppliers and independent accountants of the Corporation and its Subsidiaries.

4.5 Termination . This Agreement may be terminated as between the Corporation and the Purchasers at any time prior to the Closing: (a) by the mutual written consent of the Corporation and the Purchasers; (b) by the Purchasers or the Corporation, if there has been a material misrepresentation or material breach on the part of the Corporation (in the case of such Purchasers’ right to terminate) or the Purchasers (in the case of Corporation’s right to terminate) of the representations, warranties or covenants set forth in this Agreement (including in the Schedules or Exhibits hereto) or if events have occurred which have made it impossible to satisfy a condition precedent to the terminating Party’s obligations to consummate the transactions contemplated hereby unless such terminating Party’s breach of this Agreement has caused the condition not to be satisfied; (c) by the Purchasers, if between the date hereof and the Closing Date the Corporation sells, issues, transfers, contributes, distributes or otherwise disposes of any securities (including options and warrants and any other Equity Securities) or assets of the Corporation or any of its Subsidiaries other than in the ordinary course of business; or (d) by the Purchasers or the Corporation if the Closing has not occurred on or prior to August 31, 2012; provided that neither the Purchasers nor the Corporation may terminate this Agreement pursuant to this Section 4.5 if such Party’s breach of this Agreement has prevented the consummation of the transactions contemplated hereby at or prior to such time. In the event of termination of this Agreement by the Purchasers or the Corporation as provided in this Section 4.5 , this Agreement shall immediately terminate and become void and of no further force or effect as between the Corporation and the Purchasers, and there shall be no liability on the part of either the Corporation or the Purchasers to any other Party or its shareholders or directors or officers under this Agreement; provided that the provisions of this Section 4.5 , Article 8 , and the Confidentiality Agreements shall survive such termination and shall continue in full force and effect; provided , further , that nothing herein shall relieve any Party from liability for any breach of this Agreement prior to such termination.

ARTICLE 5

COVENANTS

The Corporation and its Subsidiaries shall at all times comply with the covenants set forth in the Covenants Annex for so long as the Purchasers (or its permitted successors and assigns) hold Equity Securities of the Corporation comprising at least twenty-five percent (25%) of the Equity Securities the Purchasers purchased pursuant to this Agreement.

ARTICLE 6

REPRESENTATIONS AND WARRANTIES OF THE CORPORATION

On or prior to the date hereof, the Corporation has delivered to the Purchasers a complete set of Schedules setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations, warranties or covenants contained in this Agreement. As a material inducement to the Purchasers to enter into this Agreement and

purchase the Series C Preferred hereunder, the Corporation hereby represents and warrants to the Purchasers as follows as of the date hereof, the Closing Date, and such other dates as may specifically be provided for in this Article 6 with respect to any representation and warranty:

6.1 Organization .

(a) The Corporation and each of its Subsidiaries are duly organized, validly existing and in good standing under the Laws of their respective jurisdictions of incorporation or organization and are qualified to do business in every jurisdiction in which failure to qualify, individually or in the aggregate, has had or would have a Material Adverse Effect. The Corporation is registered with the Board of Governors of the Federal Reserve System (the “ Federal Reserve ”) as a bank holding company under the Bank Holding Company Act of 1956, as amended, or any successor statute (the “ BHC Act ”). The Corporation and each of its Subsidiaries possess all requisite power and authority to own and operate their properties, to carry on their businesses as presently conducted and presently proposed to be conducted and to carry out the transactions contemplated by this Agreement and to execute and deliver the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The Governing Documents of the Corporation and all of its Subsidiaries, copies of which have been provided to the Purchasers prior to the Closing, are true, complete and correct copies of such documents as in full force and effect as of the Closing.

(b) The Bank is a non-federal reserve member Pennsylvania chartered bank duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania. The Bank has full power and authority, corporate and otherwise, to own, operate and lease its properties as presently owned, operated and leased, and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted or the properties or assets owned or leased by it makes such qualification necessary. The Corporation owns 100% of the Equity Securities of the Bank.

6.2 Equity Securities and Related Matters .

(a) Immediately prior to the Closing (and before giving effect to the transactions contemplated hereby), the authorized, issued and outstanding Equity Securities of the Corporation consist solely of the Equity Securities set forth on the Capitalization Schedule , which are held beneficially and of record as set forth on the Capitalization Schedule , free and clear of all Encumbrances. Immediately following the Closing and after giving effect to transactions contemplated hereby, the authorized, issued and outstanding Equity Securities of the Corporation shall consist solely of the Equity Securities set forth on the Capitalization Schedule , all of which shall be held beneficially and of record as set forth on the Capitalization Schedule , free and clear of all Encumbrances.

(b) Each of the Equity Securities referred to in Section 6.2(a) has been duly authorized and each such Equity Security has been validly issued, fully-paid and non-assessable (and with regard to the Series C Preferred, has not been issued in violation of any preemptive rights, will rank pari passu with or senior to all other series or classes of preferred stock, whether or not issued or outstanding, with respect to the payment of dividends and the distribution of

assets in the event of any dissolution, liquidation or winding up of the Corporation). Except as set forth on the Capitalization Schedule , none of the Corporation or any of its Subsidiaries has any outstanding Equity Securities or securities or rights containing any profit participation features, or any rights or options to subscribe for or to purchase any equity appreciation rights or phantom equity-type rights. None of the Corporation or its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any Equity Securities, other than as expressly provided in or contemplated by this Agreement or as set forth on the Capitalization Schedule . Except as set forth on the Capitalization Schedule , there are no preemptive rights or rights of first refusal or other similar restrictions with respect to the purchase and sale of the Series C Preferred hereunder. Except for this Agreement, the Registration Rights Agreement and as set forth on the Capitalization Schedule , there are no agreements or understandings between or among the Corporation and the holders of any of its Equity Securities or, to the Knowledge of the Corporation, among any other Persons with respect to the voting or transfer of the Corporation’s Equity Securities (including registration rights) or with respect to any other aspect of its governance.

6.3 Subsidiaries; Investments . The Investments and Subsidiaries Schedule correctly sets forth and describes each Investment of the Corporation in another Person (to the extent not set forth on the Capitalization Schedule ) and the name of each of the Corporation’s Subsidiaries and the jurisdiction of its organization. Except as set forth on the Investments and Subsidiaries Schedule , neither the Corporation nor any Subsidiary has had any Investment or has any obligation to make any Investments.

6.4 Authorization .

(a) The Corporation has the requisite corporate power and authority to execute, deliver and perform its obligations under the Transaction Documents and to consummate the transactions contemplated hereby. The execution, delivery and performance of the Transaction Documents by the Corporation and the consummation by the Corporation of the Transactions, including the issuance of the Series C Preferred and the reservation for issuance and the issuance of the Conversion Stock issuable upon conversion of the Series C Preferred, have been duly authorized by the Board and, other than as described at the beginning of this Section 6.4, no further corporate action on the part of the Corporation is required in connection therewith. Except as disclosed on the Authorization and Consent Schedule or as otherwise specified in this Section 6.4 , no filing, consent or authorization is required by the Corporation, the Board or its shareholders with respect to the transactions contemplated hereby. The Transaction Documents have been duly executed and delivered by the Corporation and constitute, and, upon execution and delivery thereof by the Corporation as contemplated herein, will constitute, legal, valid and binding obligations of the Corporation, enforceable against the Corporation in accordance with their respective terms, except as such enforceability may be limited by general principles of equity, applicable bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies or as indemnification or contribution may be limited by the securities laws and public policy relating thereto.

(b) The execution, delivery and performance of each Transaction Document to which the Corporation and/or any Subsidiary is a party and the consummation of all of the

transactions contemplated hereby and thereby have been duly authorized by the Corporation and/or such Subsidiary, as the case may be, and, to the extent required under their respective applicable Governing Documents or otherwise, its shareholders, directors, partners, managers and/or members. Each Transaction Document to which the Corporation and/or any Subsidiary is a party has been duly executed and delivered by the Corporation and/or such Subsidiary and constitutes valid and binding obligations of the Corporation and/or such Subsidiary, as the case may be, enforceable in accordance with its respective terms.

6.5 No Contravention . Except as set forth on the Restrictions Schedule , the execution and delivery by the Corporation and/or any Subsidiary of each Transaction Document to which the Corporation and/or such Subsidiary is a party, the consummation of the Transaction and the consummation of all of the other transactions contemplated hereby and thereby and the fulfillment of and compliance with the respective terms hereof and thereof by the Corporation and/or each Subsidiary, as the case may be, did not, do not and shall not, as the case may be, (a) conflict with or result in a breach or violation of, (b) constitute a default under (whether with or without the passage of time, the giving of notice or both), (c) result in the creation of any Lien or Encumbrance upon the Corporation’s Equity Securities or assets pursuant to, (d) give any third party the right to modify, terminate or accelerate, or cause any modification, termination or acceleration of, any obligation under, (e) create any right to payment or any other right (concurrently or with the passage of time and/or upon the occurrence of one or more events or conditions), or (f) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any third party or any Governmental Entity, the Corporation’s or any Subsidiary’s Governing Documents, or any Law to which the Corporation, any Subsidiary is subject, or any order, judgment or decree or any contract, agreement, instrument or document to which the Corporation or any Subsidiary is a party or is otherwise subject.

6.6 Financial Statements and Related Matters . Attached hereto to the Financial Statements Schedule are the following financial statements (the “ Financial Statements ”):

(a) the consolidated and consolidating audited balance sheet of the Bank as of December 31, 2010 and December 31, 2011 and the related statements of operation, cash flows and shareholders’ equity (or the equivalent) for the twelve (12) month period then ended; and

(b) the consolidated and consolidating unaudited balance sheet of the Corporation and its Subsidiaries as of March 31, 2012 (the “ Latest Balance Sheet” ) and the related statements of operation, cash flows and shareholders’ equity (or the equivalent) for the three (3) month period then ended.

Each of the foregoing Financial Statements (including the notes thereto, if any) is consistent with the books and records of the Corporation and its Subsidiaries (which books and records are accurate and complete in all material respects), presents fairly in all material respects the financial condition and results of operations and cash flows of the Corporation and its Subsidiaries as of the dates thereof and for the periods covered thereby and has been prepared in accordance with GAAP consistently applied throughout the periods covered thereby (subject, in the

case of the unaudited Financial Statements, to the absence of footnote disclosures and, in the case of the Latest Balance Sheet, to normal year-end adjustments for recurring accruals (which shall not be material, individually or in the aggregate)).

6.7 Absence of Undisclosed Liabilities . Except as set forth on the Liabilities Schedule , neither the Corporation nor any Subsidiary have or will have any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether known or unknown, whether due or to become due and regardless of when asserted) arising out of any transactions entered into, at or prior to the date hereof, or any action or inaction at or prior to the date hereof, or any state of facts existing at or prior to the date hereof, other than: (a) liabilities set forth on the liabilities side of the Latest Balance Sheet (including any notes thereto), (b) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business (none of which is a liability resulting from noncompliance with any applicable Laws, breach of contract, breach of warranty, tort, infringement, claim or lawsuit) and (c) other liabilities that do not individually exceed $100,000 or in the aggregate exceed $250,000.

6.8 No Material Adverse Effect . Since December 31, 2011, (a) there has occurred no fact, event or circumstance which has had or would reasonably be expected to have a Material Adverse Effect and (b) the Corporation and each of its Subsidiaries has conducted its business only in the ordinary course of business.

6.9 Deposit Accounts . Depending on their nature and size, the deposit accounts of the Bank are insured up to the regulatory maximum amount provided by the Federal Deposit Insurance Corporation and no proceedings for the modification, termination or revocation of any such insurance are pending or, to the Knowledge of the Corporation, threatened or contemplated.

6.10 Governmental and Regulatory Proceedings . There is no action or proceeding to which the Corporation or any of its Subsidiaries is a party pending or, to the Knowledge of the Corporation, threatened or contemplated, before any Governmental Entity or self-regulatory organization (i) that challenges the validity or propriety of the transactions contemplated hereby or (ii) if determined adversely to the Corporation or any Subsidiary would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. To the Knowledge of the Corporation, no executive officer, director or employee of the Corporation or any of its Subsidiaries is the subject of any action or proceeding involving a claim of material breach of fiduciary duty relating to the Corporation or any of its Subsidiaries or is or may be permanently or temporarily enjoined by any order, judgment or decree of any Governmental Entity or self-regulatory organization from engaging in or continuing to conduct any of the businesses of the Corporation or any Subsidiary. No order, judgment or decree of any Governmental Entity or self-regulatory organization has been issued in any action or proceeding to which the Corporation or any of its Subsidiaries is or was a party that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

6.11 Agreements with Regulatory Agencies . Except as set forth on the Regulatory Issues Schedule , neither the Corporation nor any Subsidiary is subject to any cease-and-desist or other similar order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any capital directive by, or has adopted any board

resolutions at the request of, or is subject to any supervisory letter from, or has been ordered to pay any civil money penalty by, or has adopted any policies or procedures at the request of, any Governmental Entity (each item in this sentence, a “ Regulatory Agreement ”), nor has the Corporation or any Subsidiary been advised by any such Governmental Entity that it is considering issuing, initiating, ordering or requesting any such Regulatory Agreement. The Corporation and each Subsidiary are in compliance in all respects with each Regulatory Agreement to which it is party or subject, and neither the Corporation nor any Subsidiary has received any notice from any Governmental Entity indicating that either the Corporation or any Subsidiary is not in compliance in all material respects with any such Regulatory Agreement.

6.12 Risk Management Instruments . All derivative instruments, including, swaps, caps, floors and option agreements, whether entered into for the Corporation’s own account, or for the account of one or more of its Subsidiaries or its or their customers, were entered into (i) only in the ordinary course of business, (ii) in accordance with prudent practices and in all material respects with all applicable Laws and (iii) with counterparties believed to be financially responsible at the time; and each of such instruments constitutes the valid and legally binding obligation of the Corporation or one of its Subsidiaries, enforceable in accordance with its terms. Neither the Corporation or its Subsidiaries, nor, any other party thereto, is in breach of any of its obligations under any such agreement or arrangement.

6.13 No Restrictions . Except as set forth on the No Restrictions Schedule , neither the Corporation nor any Subsidiary is currently prohibited, directly or indirectly, under any order of any Governmental Entity (other than orders, regulations or policy statements applicable to bank holding companies and their subsidiaries generally), or any agreement or other instrument to which it is a party or is subject, from paying any dividends, from making any other distribution on its Equity Securities, from repaying any loans or advances or from transferring any of its properties or assets.

6.14 Governmental Permits .

(a) The Corporation and its Subsidiaries hold all permits that are required for the conduct of the businesses of the Corporation and its Subsidiaries as currently being conducted, each as amended through the date hereof, other than such miscellaneous permits the absence of which would not reasonably be expected, individually or in the aggregate to have a Material Adverse Effect.

(b) All regulatory permits are in full force and effect and have not been pledged or otherwise encumbered, assigned, suspended, modified, conditioned, or restricted in any material respect, canceled or revoked, and the Corporation and each of its Subsidiaries and, to the Knowledge of the Corporation, each of their respective executive officers and directors, have operated at all times, and are operating, in compliance in all material respects, with all terms thereof or any renewals thereof applicable to them. No event has occurred, nor has any notice been received, with respect to any of the regulatory permits which allow or result in, or after notice or lapse of time or both would reasonably be expected to result in, revocation, suspension, termination, modification or the imposition of any condition or restriction, thereof or would reasonably be expected to result in any other material impairment of the rights of the holder of any such regulatory permit.

(c) No Governmental Entity or self-regulatory organization has initiated any proceeding or investigation (other than examinations conducted in the ordinary course) into the business or operations of the Corporation or any Subsidiary, or, to the Knowledge of the Corporation, any executive officer or director thereof, or has instituted any proceeding seeking to revoke, cancel or limit any of the Corporation’s or its Subsidiaries’ permits, and neither the Corporation nor any Subsidiary, nor, to the Knowledge of the Corporation, any executive officer or director thereof has received any notice of any unresolved material violation by any Governmental Entity or self-regulatory organization with respect to any report or statement relating to any examination of the Corporation or any Subsidiary. Without limiting the generality of the foregoing, neither the Corporation nor any Subsidiary nor, to the Knowledge of the Corporation, any of their respective executive officers or directors or Persons performing similar duties has been enjoined, indicted, convicted or made the subject of a disciplinary proceeding, censure, consent decree, memorandum of understanding, cease and desist or administrative order on account of any violation of any Laws applicable to the Corporation or any of its Subsidiaries.

6.15 Reports . The Corporation and each Subsidiary has filed all reports, forms, correspondence, registrations, submissions, filings, documents and statements, together with any amendments required to be made with respect thereto (“ Reports ”), that it was required to file with any Governmental Entity, and all other reports and statements required to be filed by them, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, or any Governmental Entity and have paid all fees and assessments due and payable in connection therewith. Each Report, including the documents incorporated by reference in each, contained all of the information required to be included in it and, when it was filed and as of the date of each such Report, such Report did not, as of its date or if amended prior to the date of this Agreement, as of the date of such amendment, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made in it, in light of the circumstances under which they are made, not misleading and complied with the applicable requirements of the applicable Governmental Entity.

6.16 Assets . Except as set forth on the Assets Schedule , the Corporation and each of its Subsidiaries has good and valid title to, a valid leasehold interest in, or a valid license to use, the properties and assets, tangible or intangible, used by them, located on their premises or shown on the Latest Balance Sheet or acquired thereafter (the “ Assets ”), free and clear of all Liens, except for properties and assets disposed of in the ordinary course of business since the date of the Latest Balance Sheet and except for Liens disclosed on the Latest Balance Sheet (including any notes thereto) and Permitted Encumbrances. Except as set forth on the Assets Schedule , all of the tangible Assets are in good condition and repair (ordinary wear and tear excepted) and are fit for use in the Corporation’s or its respective Subsidiary’s ordinary course of business. Except as set forth on the Assets Schedule , the Corporation’s Assets constitute all of the assets, properties and rights, whether tangible or intangible, necessary for the conduct of the Corporation’s business and each Subsidiary’s business as currently conducted or otherwise used by the Corporation or any Subsidiary during the past twelve (12) months in the conduct of their business. The real property, buildings, structures and equipment owned or leased by the Corporation and its Subsidiaries are in compliance with all building and development codes and other restrictions, including subdivision regulations, utility tariffs and regulations, conservation

laws, zoning laws, ordinances and the Americans with Disabilities Act of 1990, as amended, and the regulations promulgated thereunder.

6.17 Tax Matters . Except as set forth on the Taxes Schedule :

(a) Each of the Corporation and its Subsidiaries has timely filed all Tax Returns required to be filed by it with any Tax authority, and each Tax Return filed, whether or not required, has been prepared in compliance with applicable Laws and is true, correct and complete.

(b) All Taxes payable by the Corporation or any of its Subsidiaries with respect to periods or portions of periods ending on or before the Closing Date have been paid when due or, if due on or after the Closing Date, are properly accrued on its books and records as of the Closing, and the Corporation and each of its Subsidiaries has properly withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any member, partners, shareholder, employee, creditor, independent contractor or other third party.

(c) There are no (and there have not been any) actions, suits, proceedings or audits or any notices of inquiry with respect to any of the foregoing pending against or with respect to the Corporation or any Subsidiary regarding Taxes or Tax Returns and no action, suit, proceeding or audit has been or, to the Corporation’s Knowledge, is currently threatened against or with respect to the Corporation or any Subsidiary regarding Taxes or Tax Returns.

(d) The accrual for Taxes on the Latest Balance Sheet would be adequate to pay all Tax liabilities of the Corporation and its Subsidiaries if their current tax year were treated as ending on the date of the Latest Balance Sheet.

(e) Neither the Corporation nor any of its Subsidiaries is a party to or bound by any Tax allocation or Tax sharing agreement, has any current or potential contractual obligation to indemnify any other Person with respect to Taxes, nor has any liability for the Taxes of any Person, as a transferee or successor, by contract, or otherwise.

(f) No claim has ever been made by a taxing authority in a jurisdiction where the Corporation or any Subsidiary does not file Tax Returns that the Corporation or any of its Subsidiaries is or may be subject to taxation by such jurisdiction.

(g) Neither the Corporation nor any of its Subsidiaries (i) is currently the beneficiary of any extension of time within which to file any Tax Return or (ii) has consented to extend the time, and is not the beneficiary of any extension of time, in which any Tax may be assessed or collected by any taxing authority.

(h) Neither the Corporation nor any Subsidiary will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for a taxable period ending on or prior to the date of Closing; (ii) “closing agreement” as described in Code §7121 (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the date of the Closing; (iii) intercompany transactions

occurring at or prior to the Closing Date or any excess loss account in existence on the Closing Date described in Treasury Regulations under Code §1502 (or any corresponding or similar provision of state, local or foreign income Tax law); (iv) installment sale or open transaction disposition made on or prior to the Closing Date; (v) prepaid amount received on or prior to the Closing Date; or (vi) election by the Corporation or any Subsidiary under Code §108(i).

(i) Each of the Corporation and its Subsidiaries has been taxed as a corporation for federal and all applicable state and local Tax purposes since the date of its formation.

(j) Each agreement, contract, plan, or other arrangement that is a “ nonqualified deferred compensation plan ” (as defined in Section 409A) of the Code to which the Corporation or any of its Subsidiaries is a party (collectively, a “ Plan” ) complies with and has been maintained in accordance with the requirements of Section 409A(a)(2), (3), and (4) of the Code and any U.S. Department of Treasury or Internal Revenue Service guidance issued thereunder so that no amounts under any such Plan are or have been subject to the interest and additional tax set forth under Section 409A(a)(1)(B) of the Code. Neither the Corporation nor any of its Subsidiaries has any actual or potential obligation to reimburse or otherwise “gross-up” any Person for the interest or additional tax set forth under Section 409A(a)(1)(B) of the Code.

(k) Neither the Corporation nor any Subsidiary is a party to any agreement, contract, arrangement or plan that has resulted or would result, separately or in the aggregate, in the payment of any “parachute payment” within the meaning of Code §280G (or any corresponding provision of state, local or foreign Tax law).

(l) Neither the Corporation nor any of its Subsidiaries is or has been a party to any “listed transaction” as defined in Code Section 6707A(c)(2) and Treas. Reg. Section 1.6011-4(b)(2).

(m) The Corporation has not been a United States real property holding corporation within the meaning of Code Section 897(c)(2) during the applicable period specified in Code Section 897(c)(1)(A)(ii).

(n) Neither the Corporation nor any Subsidiary has received from any foreign, federal, state, or local taxing authority (including jurisdictions where neither the Corporation nor any Subsidiary has filed Tax Returns) any (i) notice indicating an intent to open an audit or other review, (ii) request for information related to Tax matters or (iii) notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted or assessed by any taxing authority against the Corporation or any Subsidiary.

(o) The Taxes Schedule attached hereto lists all federal, state, local, and foreign income Tax Returns filed with respect to the Corporation or any Subsidiary for all of their taxable periods, indicates those Tax Returns that have been audited and indicates those Tax Returns that currently are the subject of audit. The Corporation and its Subsidiaries have made available to the Purchasers correct and complete copies of all federal income Tax Returns, examination reports and statements of deficiencies assessed against or agreed to by the Corporation or any Subsidiary filed or received.

(p) Neither the Corporation nor any Subsidiary has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.

(q) Since the date of the Latest Balance Sheet, neither the Corporation nor any Subsidiary has incurred any liability for Taxes outside the ordinary course of business.

(r) The consummation of the transactions contemplated hereby shall not cause the Corporation or any Subsidiary to undergo an “ownership change” within the meaning of Code §382 (or any corresponding provision of state, local or foreign Tax law).

6.18 Contracts and Commitments . Except for the Transaction Documents or as set forth on the Contracts Schedule , neither the Corporation nor any of its Subsidiaries is a party to or bound by any written or oral:

(a) pension, profit sharing, retirement, bonus, incentive, equity option or other plan or arrangement providing for current or deferred or other compensation to employees or independent contractors or any other employee benefit plan or arrangement or practice, whether formal or informal;

(b) collective bargaining agreement or any other contract with any labor union, or any severance agreements, programs, policies or arrangements;

(c) agreement or contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing for either (i) annual cash or other compensation in excess of $150,000 or (ii) the payment of any cash or other compensation or benefits upon the consummation of the transactions contemplated hereby or in connection with a change in control or a sale of Equity Securities;

(d) contract or agreement (i) requiring the consent of any party thereto upon a change in control of the Corporation or any of its Subsidiaries, (ii) containing any provision which would result in a modification of any rights or obligations of any party thereunder upon a change in control of the Corporation or any of its Subsidiaries or (iii) providing any party any remedy (including rescission or liquidated damages) in the event of a change in control or a sale of Equity Securities;

(e) agreement or indenture relating to Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any asset of the Corporation or any Subsidiary, or any letter of credit arrangements or performance bond arrangements;

(f) lease or agreement under which (i) it is lessee of or holds or operates any property, real or personal, owned by any other Person, except for any lease of personal property under which the aggregate annual payments do not exceed $150,000 or (ii) it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it under which the aggregate annual payments (or the annual cost of obtaining and providing the same to such third party) exceed $150,000;

(g) inbound or outbound license, royalty, indemnification, assignment or other agreement relating to Intellectual Property Rights, except for (a) licenses to the Corporation or any Subsidiary of commercially available off-the-shelf software which has not been customized for the Corporation or such Subsidiary in any significant manner and (b) any such agreements for which the aggregate license fees and costs for any such license or group of related licenses does not exceed $200,000;

(h) non-disclosure or confidentiality agreement;

(i) contract or group of related contracts with the same party or group of affiliated parties continuing over a period of more than six (6) months from the date or dates thereof, not terminable by the Corporation or a Subsidiary upon thirty (30) days’ or less notice without penalty and involving more than $100,000;

(j) contract or group of related contracts with the same party or group of affiliated parties requiring the payment of any fee, penalty or other amount by the Corporation or any Subsidiary in the event of any failure to perform or late performance involving more than $100,000;

(k) agreement relating to the ownership of or investments in any business or enterprise, including investments in joint ventures and minority equity investments;

(l) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world, providing for exclusivity in any business line, geographical area, services provided or otherwise, or containing any noncompetition or nonsolicitation obligations; or

(m) other agreement or series of related agreements which individually or in the aggregate is or are material to its operations or business prospects or involves annual consideration in excess of $150,000 (excluding contracts with employees), whether or not in the ordinary course of business.

(n) All of the contracts, agreements, instruments and documents set forth or required to be set forth on the Contracts Schedule (each, a “ Material Contract” ) are valid, binding and enforceable against the Corporation and its respective Subsidiaries and each other party thereto in accordance with their respective terms (except as such enforceability may be limited by laws of general application relating to bankruptcy, insolvency and relief of debtors). The Corporation and its Subsidiaries (as applicable) and, to the Knowledge of the Corporation, the other parties thereto have performed all obligations required to be performed by them and are not in default under or in breach of, in each case, nor in receipt of any written claim of such default or breach, under any Material Contract. No event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance, in each such case, by the Corporation or any of its Subsidiaries under any such Material Contract. The Corporation has no present expectation or intention of not fully performing on a timely basis all such obligations required to be performed by the Corporation or any of its Subsidiaries (as the case may be) under any such Material Contract. The Corporation has no

Knowledge of any cancellation, anticipated or threatened cancellation or any default or breach by the other parties to any Material Contract.

(o) The Purchasers have been supplied with a true and complete copy of each of the written Material Contracts and agreements and an accurate description of each of the oral Material Contracts.

6.19 Employees .

(a) Except as set forth on the Employees Schedule , none of the Corporation, its Subsidiaries, or to the Knowledge of the Corporation, any of their respective executives, key employees, consultants or independent contractors (each, a “ Key Employee ” and, collectively, the “ Key Employees” ) is subject to any currently effective noncompete, nondisclosure, confidentiality, employment, consulting or similar agreement in conflict with the present or proposed business activities of the Corporation or any of its Subsidiaries or such Person’s duties to the Corporation or any of its Subsidiaries, except for agreements between the Corporation or any of its Subsidiaries and their respective present and former employees. To the Corporation’s Knowledge, except as set forth on the Employees Schedule , no Key Employee and no group of employees of the Corporation or any of its Subsidiaries has any plans to terminate employment with the Corporation or any of its Subsidiaries or to cease providing services to the Corporation or any of its Subsidiaries. Neither the Corporation nor any of its Subsidiaries has any labor relations or similar problems.

(b) The Corporation and each of its Subsidiaries have complied with all Laws relating to the employment of labor (including provisions thereof relating to wages, hours, equal opportunity, collective bargaining and the payment of social security and other taxes) and have complied with all Laws related to the licensing of employees under its applicable Licenses.

(c) The Employees Schedule lists all officers, members of the board of directors, honorary directors and trustees of each of the Corporation and its Subsidiaries.

(d) Neither the Corporation nor any of its Subsidiaries has implemented any layoff of employees that could implicate the WARN Act.

6.20 ERISA . The Employee Benefits Schedule sets forth a complete and correct list of all “employee benefit plans” (as such term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”)) and all other employee benefit plans, programs or arrangements of any kind that are maintained, sponsored or contributed to or required to be contributed to by the Corporation or any of its Subsidiaries, or with respect to which the Corporation or any such Subsidiary has any liability or potential liability (each an “ Employee Benefit Plan ”). The Corporation has provided to the Purchasers’ counsel complete and correct copies of the plan documents and summary plan descriptions, the most recent determination letter received from the Internal Revenue Service, the most recent annual report (Form 5500, with all applicable attachments), and all related trust agreements, insurance contracts and other funding arrangements that implement each Employee Benefit Plan. Each Employee Benefit Plan (and each related trust, insurance contract or fund) has been maintained, funded and administered in accordance in all material respects with its terms and complies in

form and in operation with all applicable requirements of ERISA, the Code and other applicable Laws. Except as set forth on the Employee Benefits Schedule , with respect to each Employee Benefit Plan, all premiums, contributions or other payments (including all employer contributions and employee salary reduction contributions) that are due have been made on a timely basis and all premiums, contributions and other payments for any period ending on or before the Closing that are not yet due have been made or properly accrued. Each Employee Benefit Plan that is intended to meet the requirements of a “qualified plan” under Code Section 401(a) has received a determination from the Internal Revenue Service that such Employee Benefit Plan is so qualified, and nothing has occurred since the date of such determination that could adversely affect the qualification of such Employee Benefit Plan. Neither the Corporation nor any entity that is treated as a single employer with the Corporation for purposes of Code Section 414 (an “ ERISA Affiliate ”) maintains, sponsors, contributes to, has any obligation to contribute to, or has any liability or potential liability under or with respect to (i) any “defined benefit plan” as defined in Section 3(35) of ERISA, (ii) any “multiemployer plan” as defined in Section 3(37) of ERISA or (iii) any benefit plan, program or arrangement that provides for post-retirement or post-termination medical, life insurance or other welfare-type benefits (other than health continuation coverage required by COBRA). The Corporation and each of its ERISA Affiliates has complied with the requirements of COBRA. No unfunded liability exists with respect to any Employee Benefit Plan. There do not exist any pending or, to the Corporation’s Knowledge, threatened claims (other than routine undisputed claims for benefits), suits, actions, disputes, audits or investigations with respect to any Employee Benefit Plan. The consummation of the transactions contemplated by this Agreement will not accelerate the time of the payment or vesting of, or increase the amount of, or result in the forfeiture of compensation or benefits under any Employee Benefit Plan.

6.21 Compliance with Laws . Except as set forth on the Compliance Schedule , each of the Corporation, its Subsidiaries and, to the Knowledge of the Corporation, their respective officers, directors, managers, agents and employees has complied in all material respects with all Laws which are applicable to the Corporation and its Subsidiaries or their business or business practices (including all applicable Laws relating to bank holding companies, banks, the employment of personnel and labor, including provisions thereof relating to wages, hours, equal opportunity, collective bargaining and the payment of social security and other Taxes, the Worker Adjustment and Retraining Notification Act, the (“ WARN Act ”) and the Immigration Reform and Control Act of 1986) or any owned, licensed or leased properties of the Corporation and its Subsidiaries, and no claims have been filed against the Corporation or any Subsidiary alleging a violation of any such Laws, and neither the Corporation nor any Subsidiary has received notice of any such violations. The Compliance Schedule sets forth the residency of each of the directors of the Bank, and, except as set forth on the Compliance Schedule , each of the directors of the Bank, and the entire board of directors of the Bank, meets the qualification requirements set forth in any applicable Law, if any.

6.22 Affiliated Transactions; Insider Loans .

(a) Except as set forth on the Affiliated Transactions Schedule , no officer, director, employee, member, partner or Affiliate of the Corporation or any of its Subsidiaries or, to the Corporation’s Knowledge, any individual related by blood, marriage or adoption to any such individual or any entity in which any such Person or individual owns more than a 5%

beneficial interest, is a party to any agreement, contract, commitment or transaction with the Corporation or any of its Subsidiaries, or has any interest in any property used by the Corporation or any of its Subsidiaries (including any Intellectual Property Rights).

(b) Except as set forth on the Insider Loans Schedule , no officer or director of the Corporation or the Bank, or any member of the Family of any such Person, and no entity that any such Person “controls” within the meaning of Regulation O of the Federal Reserve, has received any loan from the Bank (each, an “ Insider Loan” ). Each outstanding Insider Loan was made by the Bank in the ordinary course of business and on substantially the same terms as those prevailing at the time for comparable transactions with third parties and were approved by the Bank’s board of directors in accordance with applicable laws and regulations.

6.23 Intellectual Property Rights .

(a) The Intellectual Property Schedule contains (i) a list and description of all (A) patented or registered Intellectual Property Rights owned by or held for the use of the Corporation or any of its Subsidiaries, (B) pending patent applications and applications for other registrations of Intellectual Property Rights filed by or on behalf of the Corporation or any of its Subsidiaries and (C) material unregistered Intellectual Property Rights owned or held for use by the Corporation or any of its Subsidiaries, and (ii) a complete and accurate list of contracts or agreements in which all licenses and other rights have been granted by the Corporation or any of its Subsidiaries to any third party with respect to any Intellectual Property Rights and all contracts or agreements in which licenses and other rights have been granted by any third party to the Corporation or any of its Subsidiaries with respect to any Intellectual Property Rights (except any licenses granted to the Corporation of commercial off-the-shelf software that has not been customized for the Corporation or such Subsidiary in any significant manner or that has an aggregate value of less than $100,000), in each case identifying the subject Intellectual Property Rights.

(b) The Corporation and its Subsidiaries own and possess all right, title and interest in and to all of the Intellectual Property set forth on the Intellectual Property Schedule and own and possess all right, title and interest in and to, or have valid and enforceable, unexpired written licenses to use pursuant to a written license agreement set forth on the Intellectual Property Schedule, all other Intellectual Property Rights necessary for the operation of their respective businesses as presently conducted and as presently proposed to be conducted, free of any Liens, except for any failure of ownership or possession as will not have a Material Adverse Effect.

(c) Except as set forth on the Intellectual Property Schedule , (i) there have been no claims made against the Corporation or any Subsidiary asserting the invalidity, misuse or unenforceability or that question the ownership of any of the Intellectual Property Rights owned or used by the Corporation or any of its Subsidiaries, (ii) neither the Corporation nor any of its Subsidiaries has received any notice of any infringement, misappropriation or other conflict by any third party with respect to any Intellectual Property Rights (including any demand or request that the Corporation or any of its Subsidiaries license any rights from a third party), (iii) neither the conduct of the Corporation’s business nor the conduct of any of its Subsidiaries’ businesses has infringed upon, misappropriated or otherwise conflicted with and the conduct of

such businesses will not (when conducted in substantially the same manner as currently conducted) infringe, misappropriate or otherwise conflict with any Intellectual Property Rights of other Persons and the Corporation has no Knowledge of any facts that may indicate a likelihood of infringement, misappropriation of or other conflict with any such Intellectual Property Rights, and (iv) to the Corporation’s Knowledge, none of the Intellectual Property Rights owned by or licensed to the Corporation or any of its Subsidiaries have been infringed, misappropriated or otherwise conflicted by other Persons. The transactions contemplated by this Agreement will have no Material Adverse Effect on the Corporation’s or any of its Subsidiaries’ right, title or interest in and to the Intellectual Property Rights listed or required to be listed on the Intellectual Property Schedule and all of such Intellectual Property Rights shall be owned or available for use by the Corporation or any of its Subsidiaries on substantially identical terms and conditions immediately after the Closing.

6.24 Litigation, Etc . Except as set forth on the Litigation Schedule , there are no (and there have not been any) actions, suits, proceedings (including administrative, self-regulatory organization or arbitration proceedings), orders, investigations or claims pending or, to the Corporation’s Knowledge, threatened against or affecting the Corporation or any of its Subsidiaries (or pending or, to the Corporation’s Knowledge, threatened against any of the directors, officers, members, partners or managers of the Corporation or any of its Subsidiaries with respect to their business activities on behalf of the Corporation or any of its Subsidiaries), or pending or threatened by the Corporation or any of its Subsidiaries against any Person, at law or in equity, before or by any Governmental Entity. Except for deductibles described in the Insurance Schedule , the Corporation and each of its Subsidiaries is fully insured with respect to each of the matters set forth on the Litigation Schedule . Neither the Corporation nor any of its Subsidiaries is subject to any judgment, order or decree of any court or other Governmental Entity.

6.25 Insurance . The Insurance Schedule contains a brief description of each insurance policy maintained by the Corporation or any of its Subsidiaries with respect to the properties, assets and business, or directors, managers and officers of the Corporation or any of its Subsidiaries, and each such policy is in full force and effect. Neither the Corporation nor any of its Subsidiaries has received notice of any breach or default with respect to any such policy. Except as set forth on the Insurance Schedule , neither the Corporation nor any of its Subsidiaries has any self-insurance or co-insurance or retro-active premium programs.

6.26 Real Property .

(a) The Real Property Schedule sets forth the address and description of each parcel of land, together with all buildings, structures, improvements and fixtures located thereon, and all easements and other rights and interests appurtenant thereto, owned by the Corporation and its Subsidiaries, including all real property carried by the Bank as other real estate owned (the “ Owned Real Property ”). Except as set forth on the Real Property Schedule , with respect to each parcel of Owned Real Property: (i) the Corporation or one of its Subsidiaries has good and marketable fee simple title, free and clear of all Liens, except Permitted Encumbrances; (ii) neither the Corporation nor any of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and

(iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein.

(b) The Real Property Schedule sets forth a list of all of the leases, subleases and licenses (“ Leases” ) or other agreements for the use or occupancy of real property (the “ Leased Real Property ”) in which the Corporation or any of its Subsidiaries has a leasehold, subleasehold or licensed interest. Except as set forth on the Real Property Schedule , with respect to each of the Leases: (i) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the consummation of the transactions contemplated hereunder will not result in a breach of or default under the Lease or otherwise cause the Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) none of the Corporation, any of its Subsidiaries, or, to the Corporation’s Knowledge, any other party to the Lease is in breach or default under the Lease, and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default or permit the termination, modification or acceleration of rent under the Lease; (iv) no party to the Lease has repudiated any term thereof, and there are no disputes, oral agreements or forbearance programs in effect with respect to the Lease; and (v) neither the Corporation nor any of its Subsidiaries have assigned, subleased, mortgaged, deeded in trust or otherwise transferred or encumbered the Lease or any interest therein.

(c) Except for the Owned Real Property and the Leased Real Property (collectively, the “ Real Property ”), there is no real property which is owned, leased or otherwise used in the Corporation’s or any of its Subsidiaries’ business. All buildings, structures, fixtures, building systems and equipment, and all components thereof, included in the Real Property (the “ Improvements” ) are in good condition and repair (ordinary wear and tear excepted) and sufficient for the operation of the business of the Corporation and its Subsidiaries. There are no facts or conditions affecting any of the Improvements that would, individually or in the aggregate, interfere with the use or occupancy of the Improvements or any portion thereof in the operation of the business of the Corporation and its Subsidiaries as currently conducted thereon. The Real Property is adequate for the businesses of the Corporation and all of its Subsidiaries as presently conducted and as presently proposed to be conducted.

(d) Except as set forth on the Real Property Schedule, neither the Corporation nor any of its Subsidiaries has any build-out obligations in excess of $100,000 with regard to owned or leased real property.

6.27 Environmental Liability . (i) There is no legal, administrative, or other proceeding, claim or action of any nature seeking to impose, or that would reasonably be expected to result in the imposition of, on the Corporation or any Subsidiary, any liability relating to the release of hazardous substances as defined under any local, state or federal environmental statute, regulation or ordinance, including the Comprehensive Environmental Response Compensation and Liability Act of 1980, pending or, to the Corporation’s Knowledge, threatened against the Corporation or any Subsidiary; (ii) to the Corporation’s Knowledge, there is no reasonable basis for any such proceeding, claim or action; and (iii) neither the Corporation nor any Subsidiary is subject to any agreement, order, judgment or decree by or with any court, Governmental Entity or third party imposing any such environmental liability.

6.28 Disclosure . To the Corporation’s Knowledge, none of this Agreement, any of the Exhibits, Schedules or Annexes or any of the documents, certificates or other instruments to be delivered to either of the Purchasers by or on behalf of the Corporation or at the Closing, when taken together as a whole, contain any untrue statement of a material fact or omit a material fact necessary to make each statement contained herein or therein, in light of the circumstances in which they were made, not materially misleading.

6.29 Mortgage Banking Business .

(a) The Corporation and each Subsidiary has complied with, and all documentation in connection with the origination, processing, underwriting and credit approval of any mortgage loan originated, purchased or serviced by the Corporation or any Subsidiary has satisfied, (i) all applicable federal, state and local laws, rules and regulations with respect to the origination, insuring, purchase, sale, pooling, servicing, subservicing or filing of claims in connection with mortgage loans, including all laws relating to real estate settlement procedures, consumer credit protection, truth in lending laws, usury limitations, fair housing, transfers of servicing, collection practices, equal credit opportunity and adjustable rate mortgages, (ii) the responsibilities and obligations relating to mortgage loans set forth in any agreement between the Corporation or any Subsidiary and any Agency, Loan Investor or Insurer, (iii) the applicable rules, regulations, guidelines, handbooks and other requirements of any Agency, Loan Investor or Insurer and (iv) the terms and provisions of any mortgage or other collateral documents and other loan documents with respect to each mortgage loan.

(b) Except as set forth on the Mortgage Banking Schedule , no Agency, Loan Investor or Insurer has (i) claimed in writing that the Corporation or any Subsidiary has violated or has not complied with the applicable underwriting standards with respect to mortgage loans sold by the Corporation or any Subsidiary to a Loan Investor or Agency, or with respect to any sale of mortgage servicing rights to a Loan Investor, (ii) imposed in writing restrictions on the activities (including commitment authority) of the Corporation or any Subsidiary or (iii) indicated in writing to the Corporation or any Subsidiary that it has terminated or intends to terminate its relationship with the Corporation or any Subsidiary for poor performance, poor loan quality or concern with respect to the Corporation’s or any Subsidiary’s compliance with laws. For purposes of this Section 6.29 : “ Agency ” shall mean the Federal Housing Administration, the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, the Government National Mortgage Association, or any other federal or state agency with authority to (x) determine any investment, origination, lending or servicing requirements with regard to mortgage loans originated, purchased or serviced by the Corporation or any Subsidiary or (y) originate, purchase, or service mortgage loans, or otherwise promote mortgage lending, including state and local housing finance authorities; “ Loan Investor ” shall mean any Person (including an Agency) having a beneficial interest in any mortgage loan originated, purchased or serviced by the Corporation or any Subsidiary or a security backed by or representing an interest in any such mortgage loan; and “ Insurer ” means a person who insures or guarantees for the benefit of the mortgagee all or any portion of the risk of loss upon borrower default on any of the mortgage loans originated, purchased or serviced by the Corporation or any Subsidiary, including the Federal Housing Administration, the United States Department of Veterans’ Affairs, the Rural Housing Service of the U.S. Department of Agriculture and any private

mortgage insurer, and providers of hazard, title or other insurance with respect to such mortgage loans or the related collateral.

(c) There are no events or circumstances that may reasonably be expected to limit or restrict the sale of any mortgage loans held by the Corporation or any Subsidiary of the Corporation as of the Closing Date at its book value as of the Closing Date, other than general market conditions and reunderwriting requirements in connection with any such sale.

6.30 Loan Portfolio .

(a) The Corporation has provided the Purchasers with a true and complete list of (i) all past due, nonaccrual, and restructured loans of $100,000 or more made by the Corporation or any Subsidiary as of March 31, 2012 and (ii) any loan that would be graded “substandard,” “doubtful” or “loss” in connection with a federal bank inspection or bank holding company inspection, and has duly reported all past due loans, nonaccrual loans, and restructured loans on Schedule RC-N of form FFIEC 041, as of March 31, 2012.

(b) Neither the Corporation nor any Subsidiary are under an order, directive, or request in any form from any federal or state banking agency to increase the provision to the allowance for loan and lease losses for any current reporting period or any other or reporting period.

(c) The Bank has developed and implemented a loan review system that meets the applicable standards of the FDIC and the Pennsylvania Department of Banking.

(d) The Loan Portfolio Schedule sets forth (x) each loan held by the Corporation or any of its Subsidiaries that has been pledged or otherwise encumbered and (y) each of the parties to whom each such loan has been pledged or otherwise encumbered. Except as set forth on the Loan Portfolio Schedule , none of the loans held by the Corporation or any of its Subsidiaries have been pledged or otherwise encumbered.

(e) Except as set forth on the Loan Portfolio Schedule , each mortgage loan insured by the Federal Housing Administration has a valid and enforceable mortgage insurance certificate issued by the Federal Housing Administration, and all premiums due thereunder have been paid.

6.31 Securities Portfolio . All securities held by the Corporation or any of its Subsidiaries, as reflected in the consolidated balance sheets of the Corporation included in the Financial Statements, are carried in accordance with GAAP. Except for pledges to secure public and trust deposits and Federal Home Loan Bank of Cleveland advances, none of the securities reflected in the Financial Statements as of March 31, 2012, and none of the securities since acquired by the Corporation or any of its Subsidiaries is subject to any restriction, whether contractual or statutory, which impairs the ability of the Corporation or any of its Subsidiaries to freely dispose of such security at any time, other than those restrictions imposed on securities held to maturity under GAAP, pursuant to a clearing agreement or in accordance with laws. Other than as set forth on the Securities Portfolio Schedule and to the extent not expressly set forth on the Corporation’s consolidated Financial Statements, none of the Corporation’s or any

of its Subsidiaries, investments (including any trust preferred investments) are impaired or are expected to be impaired in the next 120 days.

6.32 Brokerage . Except as set forth on the Brokerage Schedule , there are no claims for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement based on any arrangement or agreement to which the Corporation is a party or is subject.

6.33 Absence of Certain Developments . Except as expressly contemplated by this Agreement or as set forth and described on the Developments Schedule , since December 31, 2011, neither the Corporation nor any of its Subsidiaries has:

(a) executed any guaranty, issued any notes, bonds or other debt securities or any Equity Securities, borrowed any amount or otherwise incurred or created any Indebtedness, or subjected any portion of its properties or assets to any Lien or encumbrance, other than in the ordinary course of business;

(b) declared, set aside or made any payment or distribution of cash or other property to any of its holders of Equity Securities in the Corporation or such Subsidiary with respect to such Person’s Equity Securities or otherwise, or purchased, redeemed or otherwise acquired directly or indirectly any Equity Securities;

(c) sold, assigned, transferred, leased, licensed or otherwise encumbered any of its material tangible assets or any Intellectual Property Rights, or abandoned or permitted to lapse any Intellectual Property Rights or canceled without fair consideration any material debts or claims owing to or held by it;

(d) terminated or amended any agreement which would be a Material Contract if it were in effect (ignoring, if applicable, any such amendment) on the date of this Agreement;

(e) made, granted, promised or increased any bonus or any wage, salary, incentive arrangements or other compensation to any employee or group of employees (except as required by pre-existing contracts described on the Contracts Schedule and, in the case of “rank-and-file” non-management employees, other than salary or wage increases in the ordinary course of business), or made or granted any increase in any employee benefit plan or arrangement, or amended in any respect or terminated any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement;

(f) directly or indirectly engaged in any transaction, arrangement or contract with any officer, manager, member or other insider or Affiliate of the Corporation or any Subsidiary, except in the ordinary course of business as described on the Affiliated Transactions Schedule;

(g) made any loans, including Insider Loans, or advances to or guarantees for the benefit of any Person, other than in the ordinary course of business;

(h) made any Investments in any Person (including the incorporation, formation or organization of any Subsidiary), other than in the ordinary course of business;

(i) suffered any damage, destruction or casualty loss exceeding in the aggregate $100,000, whether or not covered by insurance;

(j) incurred intercompany charges or conducted its cash management customs and practices other than in the ordinary course of business (including with respect to maintenance of working capital balances, collection of accounts receivable and payment of accounts payable);

(k) entered into any Material Contract or any material transaction other than in the ordinary course of business or materially changed any of its business practices;

(l) made any material change in any policies and practices with respect to liquidity management and cash flow planning, marketing, deposit origination, lending, budgeting, profit and tax planning, accounting or any other material aspect of its business or operations, except for such changes as may have been required by any Governmental Entities;

(m) purchased or acquired any investments, direct or indirect, in any derivative securities, financial futures or commodities or entered into any interest rate swap, floors and option agreements, or other similar interest rate management agreements other than in the ordinary course of business consistent with past practices;

(n) changed an annual accounting period, adopted or changed any accounting method or principle theretofore adopted or followed, except as required by GAAP and reflected in a note to the Financial Statements, or reversed any accounting accruals or reserves; or

(o) agreed, whether orally or in writing, to do any of the foregoing.

6.34 Fiduciary Accounts . The Corporation and each of its Subsidiaries has properly administered all accounts for which it acts as fiduciary, including accounts for which it serves as trustee, agent, custodian or investment advisor, in accordance with the material terms of the governing documents and applicable Laws. None of the Corporation, its Subsidiaries or any of their respective directors, officers or employees, has committed any breach of trust with respect to any such fiduciary account, and the accountings for each such fiduciary account are true and correct and accurately reflect the assets of such fiduciary account.

6.35 Compliance with Servicing Obligations . The Corporation and its Subsidiaries are in compliance with all contract, agency and investor requirements and guidelines, and all applicable Laws, relating to the servicing and administration of loans by them, or any of them, including properly and timely making interest rate adjustments to adjustable rate loans.

6.36 TARP Capital Purchase Program . Neither the Corporation nor any of its Subsidiaries is in default under or in breach of, or in receipt of any written claim of such default or breach, under the agreements and related documents governing the terms of the investment in the Corporation by the United States Department of the Treasury (the “ Treasury ”) under the Troubled Asset Relief Program Capital Purchase Program (the “ CPP ”). No event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance, in each such case, by the Corporation or the Bank under any such agreement or document. Neither the Corporation nor the Bank has any present expectation or

intention of not fully performing on a timely basis all such obligations required to be performed by the Corporation or the Bank, as applicable, under such agreements and documents. The Corporation or the Bank, as applicable, has declared and paid all dividend payments required to paid to the Treasury with respect to its investment under the CPP, and neither the Corporation nor the Bank has elected to defer any required dividend payments. The Corporation and the Bank are in compliance with the executive compensation rules set forth in the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009.

6.37 Extension of De Novo Period of the Bank . Except as set forth on the Extension of De Novo Period Schedule , neither the Corporation nor any Subsidiary has been advised by, or received any notice from, any Governmental Entity that it is considering extending the de novo period for the Bank with respect to examinations, capital, and other regulatory requirements.

ARTICLE 7

REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER

As a material inducement to the Corporation to enter into this Agreement and consummate the transactions contemplated hereby, each Purchaser hereby represents and warrants to the Corporation as follows:

7.1 Organization, Power and Authority . Such Purchaser is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Such Purchaser possesses all requisite power and authority necessary to enter into and carry out the transactions contemplated by this Agreement.

7.2 Authorization . The execution, delivery and performance of this Agreement and all of the other agreements contemplated hereby to which such Purchaser is a party and the purchase of the Series C Preferred by such Purchaser have been duly authorized by such Purchaser. This Agreement and all other agreements contemplated hereby to which such Purchaser is a party has been duly executed and constitutes a valid and binding obligation of such Purchaser, enforceable in accordance with its terms.

7.3 Noncontravention . The execution and delivery by such Purchaser of this Agreement and all other agreements contemplated hereby to which such Purchaser is a party, the purchase of the Series C Preferred hereunder, and the fulfillment of and compliance with the respective terms hereof and thereof by such Purchaser, do not and shall not (a) conflict with or result in a breach or violation of, (b) constitute a default under (whether with or without the passage of time, the giving of notice or both), (c) give any third party the right to modify, terminate or accelerate, or cause any modification, termination or acceleration of, any obligation under, (d) create any right to payment or any other right (concurrently or with the passage of time and/or upon the occurrence of one or more events or conditions), or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any third party or any Governmental Entity pursuant to, such Purchaser’s Governing Documents, or any Law to which such Purchaser is subject, or any order, judgment or decree or any agreement or instrument to which such Purchaser is a party or is otherwise subject.

7.4 Investment Representations and Warranties . Such Purchaser is acquiring the Series C Preferred purchased hereunder for its own account with the present intention of holding such securities for purposes of investment, and such Purchaser has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided that nothing contained herein shall prevent any Purchaser and subsequent holders of Series C Preferred from transferring such securities in compliance with the provisions of the Restated Articles of Incorporation, the Certificate of Designation and applicable securities laws. By executing this Agreement, the Purchasers further represent that they do not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to any third person, with respect to the Series C Preferred. Such Purchaser acknowledges and understands that the Series C Preferred are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Corporation in a transaction not involving a public offering, and such securities may be resold without registration under the Securities Act only in certain limited circumstances.

7.5 Litigation, Etc . There are no actions, suits, proceedings, orders, investigations or claims pending or, to such Purchaser’s knowledge, threatened against or affecting such Purchaser, in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with the transactions contemplated hereby.

7.6 Availability . The Purchasers have, or will have as of Closing, sufficient cash available to consummate the transactions contemplated in this Agreement, including, without limitation, the acquisition of the Series C Preferred.

ARTICLE 8

MISCELLANEOUS

8.1 Fees and Expenses . Each Party shall pay its own expenses incurred in connection with this Agreement and the transactions contemplated hereby; provided , however , that (i) if this Agreement is terminated pursuant to Section 4.5 hereof for any reason other than (A) a termination by the Corporation as a result of a material breach on the part of Purchasers of the Purchasers’ representations, warranties or covenants set forth in this Agreement in compliance with Section 4.5(b) or (B) a termination resulting from the failure of the condition provided for in Section 13 of the Purchaser Closing Deliveries Annex, then upon such termination of this Agreement or (ii) if the Closing occurs, then upon such Closing, the Corporation shall pay (or reimburse the applicable Persons hereunder for) the fees and expenses (including fees and expenses of legal counsel, accountants, consultants and other representatives) incurred by the Purchasers in connection with (a) this Agreement and the consummation of the transactions contemplated hereby; or (b) any amendments or waivers (whether or not they become effective) under or in respect of the Governing Documents, this Agreement or any agreement or instrument contemplated hereby; provided , however , the amount to be paid or reimbursed pursuant to subsections (a) and (b) above shall not exceed $500,000 in the aggregate (the “ Expense Reimbursement ”). For the avoidance of doubt, the Expense Reimbursement by the Corporation pursuant to this Section 8.1 shall not (x) be the exclusive right of a Purchaser to advancement of expenses under the Governing Documents or otherwise or (y) limit the Purchasers’ reimbursement of fees and expenses by the Corporation pursuant to any other agreement. Notwithstanding the foregoing, in the event of litigation relating to this Agreement, if a court of

competent jurisdiction determines in a final, nonappealable order that any Party has breached this Agreement, then such Party shall be liable and pay to the nonbreaching Parties the reasonable legal fees such nonbreaching Parties have incurred in connection with such litigation, including any appeal therefrom.

8.2 Absence of Control . Subject to any specific provisions of this Agreement, it is the intent of the Parties to this Agreement that neither Purchaser, the Corporation nor the Bank by reason of this Agreement shall be deemed to control, directly or indirectly, any other Party or the Bank and shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of any such other Party or the Bank.

8.3 Voting . Notwithstanding anything to the contrary in this Agreement or any Transaction Document, the Purchaser together with its Affiliates will not have the ability to exercise any voting rights of any Equity Securities in excess of the Ownership Cap.

8.4 Additional Regulatory Matters .

(a) So long as the Purchasers own 5% or more of all of the outstanding shares of Collective Common Stock of the Corporation on an as-converted basis:

(i) each of the Corporation and the Purchasers agrees to cooperate and use its reasonable best efforts to ensure, including by communicating with each other with respect to their respective purchases of the Corporation’s Equity Securities, that neither of the Purchasers nor any of their Affiliates will become, or control, a “bank holding company” within the meaning of the BHC Act and the CIBC Act; and

(ii) the Corporation shall not knowingly take any action which would reasonably be expected to pose a substantial risk that the Purchasers or any of their Affiliates will become, or control, a “bank holding company” within the meaning of the BHC Act, including undertaking any redemption, recapitalization or repurchase of Common Stock, of securities or rights, options, or warrants to purchase Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common Stock in each case, where the Purchaser is not given the right to participate in such redemption, recapitalization, or repurchase to the extent of the Purchaser’s pro rata proportion; provided , however , that the Corporation shall not be deemed to have violated this Section 8.4 if it has given the Purchasers the opportunity to participate in such redemption, recapitalization or repurchase to the extent of the Purchaser’s pro rata proportion and the Purchaser fails to so participate.

(b) Notwithstanding anything in this Agreement, in no event will the Purchasers or any of their Affiliates be obligated to:

(i) without limiting clause (b)(ii) below, (x) propose or accept any divestiture of any of the Purchasers’ or any of their Affiliate’s assets, or (y) accept any operational restriction on the Purchasers’ or any of their Affiliate’s business, or agree to take any action that limits the Purchasers’ or their Affiliate’s commercial practices in any way (except as they relate to the Corporation and its Subsidiaries) to obtain any consent,

acceptance or approval of any Governmental Entity to consummate the transactions contemplated hereby; or

(ii) propose or agree to accept any term or condition or otherwise modify the terms of this Agreement or any other Transaction Document, including, for the avoidance of doubt, the terms or the amount of the Equity Securities to be delivered by the Corporation under this Agreement, to obtain any consent, acceptance, approval of any Governmental Entity to the consummation of the transactions contemplated by this Agreement and the other Transaction Documents if such term, condition, modification or confirmation would (x) materially adversely affect (with respect to any Purchaser or its Affiliates) any material term of the transactions, or (y) adversely affect (with respect to any Purchaser or its Affiliates) any material financial term of the transactions contemplated by this Agreement and the other Transaction Documents.

(c) Notwithstanding anything in this Section 8.4 to the contrary, nothing in this Agreement shall be construed to prohibit or restrict the Corporation from repurchasing any securities issued by the Corporation to the United States Department of the Treasury.

8.5 Press Release and Announcements; Confidential Information .

(a) Unless required by Law (in which case each Party agrees to the extent permitted by Law to consult with the other Parties prior to any such disclosure as to the form and content of such disclosure), no press releases or other public releases of information related to this Agreement or the transactions contemplated hereby will be issued or released at the time of or after the Closing without the consent of the Corporation and each Purchaser that is named in such press release or that has an Affiliate that is named in such press release; provided that any Party may issue or release any such information which has previously been issued or released in accordance with the terms of this Section 8.5(a) or is otherwise generally available to the public other than as a result of a breach by such Party or any of its Affiliates of the terms of this Section 8.5(a) . The provisions of this Section 8.5(a) shall not be interpreted to prohibit the sharing by any Party of information related to this Agreement or the transactions contemplated hereby in the ordinary course of business with such Party’s (or such Party’s Affiliate’s) advisors, employees, officers, directors, limited partners, equity owners and similar Persons related to such Party or such Affiliate so long as such Persons are apprised of the confidential nature thereof, nor shall the provisions of this Section 8.5 prohibit the sharing by any Party of information related to this Agreement or the transactions contemplated hereby with the Federal Reserve and the FDIC.

(b) Each Purchaser agrees that such Purchaser shall not disclose any Confidential Information received by such Purchaser other than (w) pursuant to Section 8.5(a) , (x) as required by Law (in which case such Purchaser, to the extent permitted by Law, shall consult with the Corporation prior to any such disclosure as to the form and content of such disclosure), (y) to such Purchaser’s employees, directors, officers, agents and advisors (including attorneys, accountants, consultants, financing sources, bankers and financial advisors) who have a need to know such Confidential Information or (z) as may be reasonably determined by such Purchaser to be necessary in connection with such Purchaser’s enforcement of its rights in connection with this Agreement, any other agreement between such Purchaser and the Corporation or any of its Subsidiaries, or the transactions contemplated hereby and thereby or

use any Confidential Information other than in connection with its investment in the Corporation. “ Confidential Information ” means any financial, marketing, organizational and other information related to the Corporation and the Bank and includes written information and information transferred orally, visually, electronically or by any other means. Confidential Information does not include (i) any information which either Purchaser can show was publicly available prior to such Purchaser’s receipt from the Corporation or the Bank or that was thereafter made public other than as a result of disclosure by such Purchaser or its representatives, (ii) any information that was already in the possession of such Purchaser, provided that such information was not provided pursuant to the Confidentiality Agreement and is not known to such Purchaser to be subject to another confidentiality agreement, (iii) any information is or becomes available to either Purchaser on a non-confidential basis from a source other than the Corporation or the Bank, provided that such source is not known by such Purchaser to be bound by another confidentiality agreement with the Corporation or the Bank or (iv) any information that is independently developed by either Purchaser without violating such Purchaser’s obligations pursuant to this Section 8.5(b) .

8.6 Survival of Representations and Warranties; Indemnification . All representations and warranties contained herein or made in writing by any Party in connection herewith shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (regardless of any investigation made by any Party or on its behalf) as follows: (a) the representations and warranties in Section 6.1 (Organization), Section 6.2 (Equity Securities and Related Matters), Section 6.3 (Subsidiaries; Investments) Section 6.4 (Authorization), Section 6.5 (No Contravention), Section 6.10 (Governmental and Regulatory Proceedings), Section 6.11 (Agreements and Regulatory Agencies), Section 6.13 (No Restrictions), Section 6.32 (Brokerage), Section 7.1 (Organization, Power and Authority) and Section 7.2 (Authorization) shall not terminate; (b) the representations and warranties contained in Section 6.17 (Tax Matters) and Section 6.20 (ERISA) shall terminate after the expiration of the applicable statutes of limitations with respect to the liabilities in question (after giving effect to any extensions or waivers thereof), plus thirty (30) days (the representations and warranties described in clauses (a) and (b) of this Section 8.6 collectively, the “ Fundamental Representations and Warranties ”); and (c) all other representations and warranties contained herein shall survive until the (30) days after the delivery to Purchasers of the audited financials for fiscal year 2013; provided that any representation or warranty in respect of which indemnity may be sought under this Section 8.6 and the indemnity with respect thereto shall survive the time at which it would otherwise terminate pursuant to the foregoing if notice of the inaccuracy or breach or potential inaccuracy or breach thereof giving rise to such right or alleged right of indemnity shall have been given to the Corporation prior to such time. In consideration of the Purchasers’ execution and delivery of this Agreement and purchase of the Series C Preferred, the Corporation shall indemnify, pay and defend the Indemnitees and hold each of them harmless against and pay on behalf of or reimburse such Indemnitees for any Losses which any such Indemnitee may suffer, sustain or become subject to as a result of or arising out of (x) any breach by the Corporation or any Subsidiary of any of their respective covenants or agreements contained in this Agreement or any of the Schedules or Exhibits hereto, and (y) any breach by the Corporation or any Subsidiary of any of their representations or warranties contained in this Agreement or any of the Schedules or Exhibits hereto; provided that, other than with respect to any breach of the representations and warranties contained in Sections 6.1 , 6.2 , 6.3 , and 6.4 , (i) the Indemnitees shall not be entitled to an indemnity from the Corporation pursuant to this

clause (y) until the aggregate amount of Losses hereunder exceeds $500,000 in the aggregate (the “ Deductible Amount ”), in which case the Indemnitees shall be entitled to indemnification for Losses hereunder from the first dollar, and (ii) the Indemnitees shall not be entitled to indemnification for Losses pursuant to this clause (y) in the aggregate in excess of $30,000,000 (the “ Cap ”), which Cap will be the maximum aggregate liability of the Corporation for all Losses incurred by the Purchasers and any other Persons arising pursuant to or in connection with this Agreement. For the avoidance of doubt, the Parties acknowledge and agree that the Deductible Amount and the Cap shall not apply to (i) the Corporation’s indemnification obligation for breaches of any of the representations and warranties contained in Sections 6.1 , 6.2 , 6.3 , and 6.4 or to any breach of any covenants, and (ii) any Party’s rights to maintain or recover any amounts in connection with any action or claim based upon fraud or intentional misrepresentation. In the event that the Purchasers make an indemnification claim pursuant to this Section 8.6 , the Purchasers shall be deemed to have suffered Losses with respect to such claim pro-rata based on the number of Series C Preferred shares held by each Purchaser on the date such Losses were incurred and any amounts payable by any Party with respect thereto shall be paid to each Purchaser on such pro-rata basis.

8.7 Indemnification Procedure .

(a) If any Losses for which indemnification is provided under Section 8.6 relate to a claim, demand, action, suit, countersuit, litigation, dispute, order, writ, injunction, judgment, assessment, decree, grievance, investigation or other proceeding by a third-party (a “ Third-Party Claim ”), the Indemnitee will give written notice of such Third-Party Claim (including a reasonable description thereof) to the party required to provide indemnification (the “ Indemnifying Party ”) within thirty (30) days of notification of the Third-Party Claim, provided that the Indemnitee’s right to indemnification will not be waived by any failure to provide notification within such ten (10) day period, unless such failure materially prejudices the ability of the Indemnifying Party to defend the Third-Party Claim. The Indemnifying Party will have 15 days from the receipt of such notice (the “ Indemnity Acknowledgement Period ”) to (i) give written notice to the Indemnitee of its intention to defend such Third-Party Claim on behalf of the Indemnitee, which notice will acknowledge the obligation of the Indemnifying Party to indemnify the Indemnitee against, and be fully responsible (with no reservation of any rights) for, all liabilities and obligations relating to such Third-Party Claim (subject to the Cap where applicable), and (ii) enter into an agreement with the Indemnitee in form and substance satisfactory to the Indemnitee which agreement unconditionally guarantees the payment and performance of any liability or Loss which may arise with respect to such Third-Party Claim.

(b) If notice to defend and the required acknowledgement and agreement are given by the Indemnifying Party within the Indemnity Acknowledgement Period, the Indemnifying Party will have the right to compromise or defend any such Third-Party Claim through counsel of its own choosing (provided that such counsel is reasonably satisfactory to the Indemnitee) and at its own expense; provided , however , that the Indemnifying Party will not agree to any settlement or remedy (i) that involves any remedy other than a pure monetary resolution, including, without limitation, injunctive relief against the Indemnitee or requires the Indemnitee to enter into a consent decree or (ii) requires the Indemnitee to confess to any wrongdoing, unless the Indemnitee consents in writing to such settlement or remedy. If the Indemnifying Party undertakes to defend any such Third-Party Claim, the Indemnifying Party

will promptly provide the Indemnitee with copies of all pleadings and filings pertinent to the Third-Party Claim. The Indemnitee shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnitee; provided , that if in the reasonable opinion of counsel to the Indemnitee, (x) there are legal defenses available to an Indemnitee that are different from or additional to those available to the Indemnifying Party; or (y) there exists a conflict of interest between the Indemnifying Party and the Indemnitee that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnitee in each jurisdiction for which the Indemnitee determines counsel is required.

(c) If the Indemnifying Party fails to give written notice to the Indemnitee within the Indemnity Acknowledgement Period of the Indemnifying Party’s intention to defend such Third-Party Claim at its own expense and acknowledging its obligation to indemnify the Indemnitee against such claim or fails to defend diligently and continuously a Third-Party Claim against the Indemnitee, the Indemnitee will have the right to compromise or defend such Third-Party Claim through counsel of its own choosing, but for the account and at the expense of the Indemnifying Party.

8.8 Further Assurances . In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement or to consummate the transactions contemplated hereby, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party may reasonably request, all at the sole cost and expense of the requesting Party.

8.9 Remedies . The Corporation acknowledges and agrees that the Purchasers would be damaged irreparably in the event any of the provisions of Article 1 of this Agreement are not performed by the Corporation in accordance with their specific terms or otherwise are breached and money damages would not be an adequate remedy, so long as the conditions of Article 3 and the Corporation Conditions Annex have been fulfilled by the Purchasers or waived by the Corporation. Accordingly, if the conditions of Article 3 and the Corporations Conditions Annex have been fulfilled by the Purchaser or waived by the Corporation, in addition to the other remedies available to the Purchasers, the Corporation agrees that each Purchaser shall be entitled to an injunction or injunctions to prevent breaches of the provisions of Article 1 of this Agreement and to enforce specifically this Agreement, and the terms and provisions hereof (without the posting of bond or other security) in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matter.

8.10 Amendments and Waivers . This Agreement may be amended, or any provision of this Agreement may be waived; provided that any such amendment or waiver shall be binding upon (a) the Corporation only if set forth in a writing executed by the Corporation, (b) upon a Purchaser only if set forth in a writing executed by such Purchaser, in each case referring specifically to the provision alleged to have been amended or waived. No course of dealing between or among the Parties shall be deemed effective to modify, amend or discharge any part of this Agreement or any rights or obligations of any Party under or by reason of this Agreement.

8.11 Successors and Assigns; No Third-Party Beneficiaries . This Agreement and all of the covenants and agreements contained herein and all of the rights, interests and obligations hereunder, by or on behalf of any of the Parties hereto, shall bind and inure to the benefit of the respective successors and assigns of the Parties hereto whether so expressed or not, except that neither this Agreement nor any of the covenants and agreements herein or rights, interests or obligations hereunder may be assigned or delegated by the Corporation without the prior written consent of each Purchaser. This Agreement is for the sole benefit of the Parties, their permitted successors and assigns and nothing herein expressed or implied shall give or be construed to give any Person, other than the Parties and such permitted successors and assigns, any legal or equitable rights hereunder.

8.12 Severability . Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement or the application of any such provision to any Person or circumstance shall be held to be prohibited by, illegal or unenforceable under applicable law in any respect by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition or illegality or unenforceability, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

8.13 Counterparts . This Agreement may be executed simultaneously in counterparts (including by means of telecopied, facsimile or portable document format (pdf) signature pages), any one of which need not contain the signatures of more than one Party, but all such counterparts taken together shall constitute one and the same Agreement.

8.14 Defined Terms; Descriptive Headings; Interpretation . The headings and captions used in this Agreement and the table of contents to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Unless otherwise defined herein or therein, capitalized terms used in this Agreement, or the Exhibits, Schedules or Annexes hereto, shall have meanings set forth on the Definitions Annex . The use of the phrase “ordinary course of business” shall mean “ordinary course of business consistent with past practice, including with respect to frequency and quantity.” The use of the word “including” herein shall mean “including without limitation.” The use of the word “knowledge” herein shall mean “knowledge after reasonable inquiry.” The Parties intend that each representation, warranty and covenant contained herein shall have independent significance. If any Party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which the Party has not breached shall not detract from or mitigate the fact that the Party is in breach of the first representation, warranty or covenant.

8.15 Entire Agreement . This Agreement, the Transaction Documents and the agreements and documents referred to herein contain the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, whether written or oral, relating to such subject matter in any way. Effective as of the Closing, the Confidentiality Agreement shall terminate and be of no further force or effect.

8.16 Schedules . Any information disclosed under any Schedule shall be deemed to be disclosed and incorporated into any other Schedule under this Agreement where such disclosure would be appropriate to the extent that the information disclosed in one Schedule is reasonably apparent on its face that it is applicable to such other Schedule. Any fact or item disclosed in any Schedule will not by reason only of such inclusion be deemed to be material and will not be employed as a point of reference in determining any standard of materiality under this Agreement. Information contained in a Schedule is Confidential Information for purposes hereof.

8.17 Governing Law . All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement (including any tort and non-contractual claims) shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania without giving effect to any choice of law or conflict of law rules or provisions (whether of the Commonwealth of Pennsylvania or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the Commonwealth of Pennsylvania.

8.18 Notices . All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when delivered personally to the recipient, or one business day after being sent to the recipient by reputable overnight courier service (charges prepaid) provided that confirmation of delivery is received, or upon machine-generated acknowledgment of receipt after transmittal by facsimile or electronic mail (provided that a confirmation copy is sent via reputable overnight courier service for delivery within two business days thereafter). Such notices, demands and other communications shall be sent to the Purchasers and the Corporation at the addresses indicated below or to such other address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party.



The Corporation:		with a copy (which shall not constitute notice) to:

TriState Capital Holdings, Inc. One Oxford Centre 301 Grant Street, Suite 2700 Pittsburgh, PA 15222 Attention: James F. Getz Fax: (412) 304-0331		Keevican Weiss Bauerle & Hirsch LLC 1001 Liberty Avenue 11 ^th Floor, Federated Investors Tower Pittsburgh, PA 15222 Attention: Leo Keevican, Esq. Fax: (412) 355-2609

Purchasers:		with a copy (which shall not constitute notice) to:

Lovell Minnick Partners LLC 150 N. Radnor Chester Road, Suite A200 Radnor, PA 19807 Attention: General Counsel Fax: (610) 995-9680		Davis Graham & Stubbs LLP 1550 17 ^th Street, Suite 500 Denver, CO 80122 Attention: Jeffrey R. Brandel, Esq. Fax: (303) 893-1379

8.19 Construction . The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this

Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.

8.20 Consent to Jurisdiction . EXCEPT AS OTHERWISE PROVIDED IN SECTION 8.9 HEREOF, THE PARTIES AGREE THAT JURISDICTION AND VENUE IN ANY ACTION BROUGHT BY ANY PARTY PURSUANT TO THIS AGREEMENT SHALL PROPERLY (BUT NOT EXCLUSIVELY) LIE IN ANY FEDERAL OR STATE COURT LOCATED IN THE COMMONWEALTH OF PENNSYLVANIA. BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY IRREVOCABLY SUBMITS TO THE JURISDICTION OF SUCH COURTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY WITH RESPECT TO SUCH ACTION. THE PARTIES IRREVOCABLY AGREE THAT VENUE WOULD BE PROPER IN SUCH COURT, AND HEREBY WAIVE ANY OBJECTION THAT SUCH COURT IS AN IMPROPER OR INCONVENIENT FORUM FOR THE RESOLUTION OF SUCH ACTION. THE PARTIES FURTHER AGREE THAT THE MAILING BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, OF ANY PROCESS REQUIRED BY ANY SUCH COURT SHALL CONSTITUTE VALID AND LAWFUL SERVICE OF PROCESS AGAINST THEM, WITHOUT NECESSITY FOR SERVICE BY ANY OTHER MEANS PROVIDED BY STATUTE OR RULE OF COURT.

8.21 Waiver of Jury Trial . BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

* * * * *

The parties hereto have executed this Preferred Stock Purchase Agreement on the date first written above.


LM III TRISTATE HOLDINGS LLC

By:	LOVELL MINNICK EQUITY PARTNERS III
	LP, its managing member

	By:	Lovell Minnick Equity Advisors III LP, its general partner

	By:	Fund III UGP LLC, its general partner

	By:	Lovell Minnick Partners LLC, its managing member

By:	/s/ James E. Minnick
Name:	James E. Minnick
Title:	President and Managing Director

LM III-A TRISTATE HOLDINGS LLC

By:	LOVELL MINNICK EQUITY PARTNERS
	III-A LP, its managing member

	By:	Lovell Minnick Equity Advisors III LP, its general partner

	By:	Fund III UGP LLC, its general partner

	By:	Lovell Minnick Partners LLC, its managing member

By:	/s/ James E. Minnick
Name:	James E. Minnick
Title:	President and Managing Director

TRISTATE CAPITAL HOLDINGS, INC.

By:	/s/ James F. Getz
Name:	James F. Getz
Title:	Chairman & CEO

Signature Page to the Preferred Stock Purchase Agreement

PURCHASER CONDITIONS ANNEX

Representations and Warranties . Each of the representations and warranties contained in Article 6 that are subject to materiality qualifications shall be true and correct in all respects at and as of the Closing, except for representations and warranties that speak as of a specific date or time other than the Closing Date, which shall be true and correct in all respects as of such date and time, and (ii) the representations and warranties contained in Article 6 hereof that are not subject to materiality qualifications shall be true and correct in all material respects at and as of the Closing, in each case as though then made and as though the Closing Date was substituted for the date of this Agreement throughout such representations and warranties, except for representations and warranties that speak as of a specific date or time other than the Closing Date, which shall be true and correct in all material respects as of such date and time.

2.	Compliance with Pre-Closing Covenants . The Corporation shall have performed all of the covenants and agreements required to be performed by it under this Agreement and the other Transaction Documents prior to the Closing.

Change in Laws . Prior to the Closing Date, there have been no Laws enacted, or changes to any existing Laws, in each case, which could reasonably be expected to have an adverse effect upon the business, operations, assets, liabilities, condition (financial or otherwise), value, operating results or cash flow of the Corporation or any of its Subsidiaries, or could reasonably be expected to have an adverse effect on either of the Purchasers or either Purchaser’s investment in the Corporation.

Proceedings . No suit, action or other proceeding is pending or, to the Knowledge of the Corporation, threatened before any Governmental Entity in which it is sought to restrain or prohibit the transactions contemplated hereby or that would adversely affect the right of the Purchasers to own the Series C Preferred or the operations or approvals of the Corporation or any of its Subsidiaries (other than any such suit, action or proceeding brought by any of the Parties against any of the other Parties), and no injunction, judgment, order, decree or ruling with respect thereto is in effect.

5.	Material Adverse Effect . Since December 31, 2011, there has been no Material Adverse Effect.

6.	Full Force and Effect . Each of the agreements and documents to be delivered pursuant to this Agreement is in full force and effect as of the Closing and no such agreement or document has been amended or modified.

Registration Rights Agreement . The Corporation shall have duly executed and delivered the registration rights agreement in the form of Exhibit B (the “ Registration Rights Agreement” ), and the Registration Rights Agreement shall be in full force and effect as of the Closing and shall not have been amended or modified.

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8.	Series C Preferred . The Corporation shall have delivered to each Purchaser or its custodian a certificate evidencing the shares of Series C Preferred purchased by such Purchaser under this Agreement, free and clear of all Encumbrances.

9.	Amendment to Articles of Incorporation . The Corporation shall have duly adopted and submitted to the department of State of the Commonwealth of Pennsylvania an amendment to the Corporation’s articles of incorporation in the form of Exhibit A-2.

10.	Certificate of Designation of the Corporation . The Corporation shall have duly adopted and submitted to the Department of State of the Commonwealth of Pennsylvania the Certificate of Designation of Perpetual Convertible Preferred Stock, Series C of the Corporation in form of Exhibit A-1 .

11.	Amended and Restated By-laws . The Corporation shall have duly adopted the Amended and Restated By-laws in the form of Exhibit C , which shall be in full force and effect as of the Closing and shall not have been amended and modified.

12.	Amended and Restated By-laws of the Bank . The Corporation shall cause the Bank to duly adopt the Amended and Restated By-laws of the Bank in the form of Exhibit D , which shall be in full force and effect as of the Closing and shall not have been amended and modified.

13.

Third-Party Consents and Approvals . The Corporation and its Subsidiaries shall have obtained all third-party consents and approvals (x) that are necessary for the consummation of the transactions contemplated hereby and (y) that are required in order to prevent a breach of or default under, a termination or modification of, or acceleration of the terms of, any contract, agreement, instrument or document identified with an asterisk (*) on the Contracts Schedule (collectively, the “ Third-Party Approvals” ), in each case on terms and conditions satisfactory to the Purchasers.

14.

Governmental Consents and Approvals . The Parties and each of the Corporation’s Subsidiaries shall have made all filings required to be made by them and have obtained all Licenses and Governmental Approvals and other authorizations and consents required to be obtained under all applicable Laws to consummate the transactions contemplated by this Agreement in compliance with such Laws, in each case on terms and conditions satisfactory to each Purchaser. The Purchasers shall have received written confirmation, satisfactory to the Purchasers in their reasonable good faith judgment, from the Board of Governors of the Federal Reserve, to the effect that neither the Purchasers nor any of their Affiliates (which for purposes of this condition shall include all “affiliates” as defined in the BHC Act or Regulation Y of the Federal Reserve) shall be deemed to “control” the Corporation or any Subsidiary for purposes of the BHC Act by reason of the consummation of the transactions contemplated by this Agreement and the other Transaction Documents.

15.	No Burdensome Condition or Requirement . No condition or requirement that could reasonably be expected to be materially burdensome to the Purchasers shall be applicable (as determined by the Purchasers in their reasonable good faith discretion) or shall have

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been imposed on the Purchasers by the Federal Reserve, the FDIC, the Pennsylvania Department of Banking or any other state or federal banking regulatory authority in connection with such regulatory authority’s approval of any transaction to be undertaken by the Corporation or otherwise in connection with the investment contemplated herein, as applicable, except for passivity or non-association commitments required by the Federal Reserve that are routine and consistent with past transactions.

16.

Real Property Holding Corporation Affidavit . The Corporation shall deliver to the Purchasers an affidavit, signed under penalties of perjury, stating that the Corporation is not and has not been a United States real property holding corporation, dated as of the Closing Date and in form and substance satisfactory to the Purchasers.

17.	Expenses . At the Closing, the Corporation shall have paid or reimbursed the Purchasers for the Expense Reimbursement by wire transfer or immediately available funds to an account or accounts designated by the Purchasers.

18.	Closing Documents . At the Closing, the Corporation shall have delivered (or caused to be delivered) to the Purchasers all of the following documents:

Officer Certificate . A certificate from an officer of the Corporation, dated as of the Closing Date, stating that each of the conditions specified in this Purchaser Conditions Annex have been satisfied.

Legal Opinion . An opinion of legal counsel to the Corporation, dated as of the Closing Date, in the form attached hereto as Exhibit E .

Certificates of Good Standing . A good standing certificate of the Corporation and each of its Subsidiaries from its respective jurisdiction of organization and each jurisdiction in which it is qualified to do business as a foreign entity, dated as of a recent date prior to the Closing Date.

Governing Documents . Certified copies of the Governing Documents of the Corporation and each of its Subsidiaries in effect as of the Closing Date.

Board Resolutions . Certified copies of the resolutions duly adopted by the Board and the board of directors or similar governing body of each of its Subsidiaries authorizing the execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby (including the Transaction Documents to be executed or delivered by the Corporation or such Subsidiary, as applicable) and the consummation of the transactions contemplated hereby (such Board Resolutions will, among other things, authorize the appointment to the Board of the Corporation and any Subsidiary of James E. Minnick.

Shareholder and Board Resolutions of the Corporation . Certified copies of the shareholder resolutions of the Corporation and the Board approving and adopting the amendment to the Articles of Incorporation.

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Other Documents . Such other documents relating to the transactions contemplated by this Agreement as the Purchasers or its counsel may reasonably request.

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CORPORATION CONDITIONS ANNEX

Representations and Warranties . Each of the representations and warranties contained in Article 7 that are subject to materiality qualifications shall be true and correct in all respects at and as of the Closing, except for representations and warranties that speak as of a specific date or time other than the Closing Date, which shall be true and correct in all respects as of such date and time, and (ii) the representations and warranties contained in Article 7 hereof that are not subject to materiality qualifications shall be true and correct in all material respects at and as of the Closing, in each case as though then made and as though the Closing Date was substituted for the date of this Agreement throughout such representations and warranties, except for representations and warranties that speak as of a specific date or time other than the Closing Date, which shall be true and correct in all material respects as of such date and time.

2.	Pre-Closing Covenants . The Purchasers shall have performed all of the covenants and agreements required to be performed by them under this Agreement and the other Transaction Documents prior to the Closing.

Proceedings . No suit, action or other proceeding shall be pending or, to the knowledge of the Purchasers, threatened before any Governmental Entity in which it is sought to restrain or prohibit the transactions contemplated hereby or that would materially and adversely affect the right of the Purchasers to own the Series C Preferred or the operations, approvals or accreditations of the Corporation or any of its Subsidiaries (other than any such suit, action or proceeding brought by any of the Parties against any of the other Parties), and no injunction, judgment, order, decree or ruling with respect thereto shall be in effect.

4.	Governmental Consents and Approvals . The Parties shall have obtained all Governmental Approvals that are required for the consummation of the transactions contemplated hereby.

5.	Officer’s Certificate . At the Closing, each Purchaser shall have delivered to the Corporation a certificate from an officer or manager of such Purchaser, dated as of the Closing, stating that each of the conditions specified in this Corporation Conditions Annex have been satisfied.

Resolutions of General Partners . At the Closing, each Purchaser shall have delivered to the Corporation certified copies of the resolutions duly adopted by the general partners of each of the Purchasers authorizing the execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby and the consummation of the transactions contemplated hereby.

7.	Full Force and Effect . Each of the agreements and documents to be delivered pursuant to this Agreement is in full force and effect as of the Closing and no such agreement or document has been amended or modified.

Corporation Closing Deliveries Annex – Page 1

8.	Third-Party Consents and Approvals . The Purchasers shall have obtained all third-party consents and approvals that are necessary for the consummation of the transactions contemplated hereby, in each case on terms and conditions reasonably satisfactory to the Corporation.

Governmental Consents and Approvals . The Purchasers shall have made all filings required to be made by them and have obtained any Licenses and Governmental Approvals and other authorizations and consents required to be obtained under all applicable Laws to consummate the transactions contemplated by this Agreement in compliance with such Laws, in each case on terms and conditions satisfactory to the Corporation.

10.

No Burdensome Condition or Requirement . No condition or requirement that could reasonably be expected to be materially burdensome to the Corporation shall be applicable (as determined by the Corporation in its reasonable good faith discretion) or shall have been imposed on the Corporation by the Federal Reserve, the FDIC, the Pennsylvania Department of Banking or any other state or federal banking regulatory authority in connection with such regulatory authority’s approval of any transaction to be undertaken by the Purchasers, the Corporation or otherwise in connection with the investment contemplated herein, as applicable, except for passivity or non-association commitments of the Purchasers required by the Federal Reserve that are routine and consistent with past transactions.

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COVENANTS ANNEX

Financial Statements and Other Information . So long as any Purchaser holds any Equity Securities and the Purchasers collectively hold at least twenty-five percent (25%) of the Equity Securities the Purchasers (and their permitted successors and assigns) purchased pursuant to this Agreement, the Corporation shall deliver to each Purchaser:

(a)

as soon as available but in any event within thirty (30) days after the end of each quarterly accounting period in each fiscal year, unaudited consolidating and consolidated statements of income and cash flows of the Corporation and its Subsidiaries for such quarterly period and for the period from the beginning of the fiscal year to the end of such quarter, and consolidating and consolidated balance sheets of the Corporation and its Subsidiaries as of the end of such quarterly period, all prepared in accordance with GAAP, subject to the absence of footnote disclosures, normal year-end adjustments, and accompanied by a certificate (an “ Officer’s Certificate” ) from either the chief executive officer or chief financial officer of the Corporation stating the following: “To the knowledge of the undersigned, the information contained in the financial statements attached to this certificate fairly presents, in all material respects, the financial condition and results of operations of the Corporation and its Subsidiaries.”;

(b)

as soon as available but in any event within seventy-five (75) days after the end of each fiscal year, audited consolidating and consolidated statements of income and cash flows of the Corporation and its Subsidiaries for such fiscal year, and consolidating and consolidated balance sheets of the Corporation and its Subsidiaries as of the end of such fiscal year, setting forth in each case comparisons to the annual budget and to the preceding fiscal year, all prepared in accordance with GAAP accompanied by (i) with respect to the consolidated portions of such statements (except with respect to budget data), an opinion of an independent accounting firm of recognized national standing, (ii) a copy of such accounting firm’s annual management letter to the Board and (iii) an Officer’s Certificate from either the chief executive officer or chief financial officer of the Corporation stating the following: “To the knowledge of the undersigned, the information contained in the financial statements attached to this certificate fairly presents, in all material respects, the financial condition and results of operations of the Corporation and its Subsidiaries.”;

(c)

promptly (but in any event within fifteen (15) business days) after transmission thereof, copies of all financial statements, proxy statements, reports and any other general written communications that the Corporation sends to its shareholders and copies of all registration statements and all regular, special or periodic reports that it files, or any of its officers or directors file with respect to the Corporation, with the Securities and Exchange Commission or with any securities exchange on which any of the Corporation’s securities are then listed; and

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(d)

each of the financial statements referred to in Sections 1(a) and 1(b) shall be true and correct in all material respects as of the dates and for the periods stated therein, subject in the case of the unaudited financial statements to changes resulting from normal year-end audit adjustments (none of which would, alone or in the aggregate, have a Material Adverse Effect).

Access Rights . So long as any Purchaser holds Equity Securities, the Corporation shall permit any representatives designated by any Purchaser, upon reasonable notice and at mutually agreeable times during normal business hours, to (a) visit and inspect any of the properties of the Corporation and its Subsidiaries, (b) examine the corporate and financial records of the Corporation and its Subsidiaries and make copies thereof or extracts therefrom and (c) discuss the affairs, finances, and accounts of any such entities with the directors, officers, key employees and independent accountants of the Corporation and Subsidiaries; provided , that , in each case, access to highly confidential proprietary information and facilities need not be provided.

Observation Rights . So long as the Purchasers hold collectively 9.9% or more of all of the outstanding shares of Collective Common Stock of the Corporation on an as-converted basis, the Corporation shall cause the Bank to invite one (1) Person designated by the Purchasers (the “ Observer” ) to attend meetings of the board of directors of the Bank in a nonvoting observer capacity; provided , however , that the rights of the Observer will be limited to the right to attend and take notes at such a meeting and the Observer will not participate in any discussions at any meetings. The Corporation shall cause the Bank to notify the Observer of all regular meetings and special meetings of the board of directors of the Bank. The Corporation shall cause the Bank to provide the Observer with copies of all notices, minutes, consents and other material that it provides to all other members of the board of directors of the Bank concurrently as such materials are provided to the other members.

FIRPTA . The Corporation acknowledges that each of the Purchaser’s equityholders may have foreign persons and entities as partners and that the Purchaser may be required to file or cause to be filed in the future with the IRS certain statements with its United States income tax returns required under Section 1.897-2(h) of the Treasury Regulations. The Corporation shall use reasonable efforts to avoid having assets that consist of “United States real property interests” within the meaning of Section 897 of the IRC at any time in such an amount that could cause the Corporation to become a “United States real property holding corporation” within the meaning of Section 897. In the event the Corporation has reason to believe that the Corporation could become a “United States real property holding corporation” as so defined, it shall promptly notify each Purchaser in writing of such fact.

Current Public Information . At all times after the Corporation (or its successor) has filed a registration statement with the Securities and Exchange Commission pursuant to the requirements of either the Securities Act or the Securities Exchange Act, the Corporation (or its successor) shall file all reports required to be filed by it under the Securities Act and the Securities Exchange Act and the rules and regulations adopted by the Securities

Covenants Annex – Page 2

and Exchange Commission thereunder and shall comply with any applicable requirements of the Registration Rights Agreement.

Public Disclosures . The Corporation shall not, nor shall it permit any Subsidiary to, disclose the name or identity of any Purchaser (or any Affiliate thereof) as an investor in the Corporation in any press release or other public announcement or in any document or material filed with any governmental entity (other than tax filings in the ordinary course), without the prior written consent of such Purchaser, unless such disclosure is required by applicable law, governmental regulations, by order of a court of competent jurisdiction, in which case prior to making such disclosure the Corporation shall give written notice to such Purchaser describing in reasonable detail the proposed content of such disclosure and shall permit such Purchaser to review and comment upon the form and substance of such disclosure.

Indemnification of Directors; First Resort . The indemnification provisions set forth in the Bylaws of the Corporation and its Subsidiaries are hereby incorporated by reference for the benefit of any Person that serves as a director of the Corporation or any of its Subsidiaries at the direction of a Purchaser. The Corporation or any of its Subsidiaries, as the case may be, shall be the indemnitor of first resort with respect to indemnifiable claims against a person with a claim for indemnification under the By-Laws of such entity (a “ Bylaw Indemnitee ”) who also has rights to indemnification, advancement of expenses and/or insurance provided by the Purchasers and/or certain of their respective Affiliates (the “ Affiliate Indemnitors ”), such that the Corporation’s obligations to such Bylaw Indemnitees are primary and any obligation of the Affiliate Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Bylaw Indemnitee is secondary. The Corporation or its Subsidiary, as the case may be, shall advance the full amount of expenses incurred by such Bylaw Indemnitee to the extent provided for in the relevant bylaws and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted consistent with the relevant bylaws, without regard to any rights such Bylaw Indemnitees may have against the Affiliate Indemnitors. The Corporation hereby irrevocably waives, relinquishes and releases, and will cause any of its Subsidiaries to waive, relinquish and release, the Affiliate Indemnitors from any and all claims against the Affiliate Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Corporation shall indemnify the Affiliate Indemnitors directly for any amounts that the Affiliate Indemnitors pay as indemnification or advancement on behalf of any such Bylaw Indemnitee and for which such Bylaw Indemnitee may be entitled to indemnification from the Corporation or any of its Subsidiaries in connection with serving as a director or officer of the Corporation or any of its Subsidiaries. No advancement or payment by the Affiliate Indemnitors on behalf of any such Bylaw Indemnitee with respect to any claim for which such Bylaw Indemnitee has sought indemnification from the Corporation or any of its Subsidiaries shall affect the obligations of the Corporation and its Subsidiaries hereunder and the Affiliate Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Bylaw Indemnitee against the Corporation or any of its Subsidiaries.

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9.	Director and Officer Liability Insurance . The Corporation shall at all times maintain director and officer liability insurance in an amount, and upon the terms and conditions, that is customary in the industry.

10.

Director Fees & Expenses . The Corporation shall pay or reimburse the directors elected by the Purchasers in their capacity as holders of Series C Preferred for attending meetings of the stockholders, the Board and committees thereof in the same manner as the Corporation pays (or reimburses, as applicable) for fees and expenses incurred by other directors of the Corporation.

11.

Sufficiency of Conversion Stock . The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Conversion Stock, solely for the purpose of issuance upon the conversion of the Series C Preferred, such number of shares of Conversion Stock issuable upon the conversion of all Series C Preferred that has been or may be, at the option of LM III and LM III-A, respectively, issued pursuant to the terms of this Agreement. All shares of Conversion Stock which are so issuable shall, when issued, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens, charges and encumbrances. The Corporation shall take all such actions as may be necessary to assure that all such shares of Conversion Stock may be so issued without violation of any applicable Law or any requirements of any domestic securities exchange upon which shares of Conversion Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Corporation upon each such issuance). The Corporation shall not take any action which would cause the number of authorized but unissued shares of Conversion Stock to be less than the number of such shares required to be reserved under the terms of the Series C Preferred as set forth in the Certificate of Designation for issuance upon conversion of the Series C Preferred.

12.

VCOC Rights . In the event, and to the extent that, it is reasonably determined that the rights afforded to the Purchasers pursuant to this Covenants Annex are not sufficient for purposes of the Department of Labor’s “plan assets” regulations, to the extent such plan assets regulations applies to the investment in the Series C Preferred, the Purchasers and the Corporation shall cooperate in good faith to agree upon mutually satisfactory management access and information rights which satisfy such regulations.

13.

Redemption of TARP Shares . The Corporation shall use its commercially reasonable efforts to receive all required Governmental Approvals in order for the Corporation to use a portion of the proceeds that it receives in exchange for the Series C Preferred to redeem all of the issued and outstanding shares of the TARP Series A Preferred Stock and the TARP Series B Preferred Stock issued to the Treasury under the TARP Capital Purchase Program instituted under the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009, within a commercially reasonable period of time after the consummation of the transactions contemplated in this Agreement.

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DEFINITIONS ANNEX

The following terms have the meanings set forth below:

“ Adjusted Ownership Limit ” means, as of any date of determination, 24.9% of the total equity of the Corporation outstanding at such time.

“ Affiliate ” of any particular Person means any other Person controlling, controlled by or under common control with such particular Person, where “ control ” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, by contract or otherwise, and such “control” will be presumed if any Person owns twenty-five percent (25%) or more of the voting capital stock or other Equity Securities, directly or indirectly, of any other Person.

“ Affiliate Indemnitors ” has the meaning set forth in Section 8.8(a) .

“ Agency ” has the meaning set forth in Section 6.29(b) .

“ Agreement ” has the meaning set forth in the Preamble.

“ Amended and Restated Bylaws of the Corporation ” means the Amended and Restated Bylaws of the Corporation attached hereto as Exhibit C .

“ Amended and Restated Bylaws of the Bank ” means the Amended and Restated Bylaws of the Bank attached hereto as Exhibit D .

“ Annexes ” means, collectively, the annexes to the Agreement, and “ Annex ” means any of the Annexes individually.

“ Assets ” has the meaning set forth in Section 6.16 .

“ Bylaw Indemnitee ” has the meaning set forth in Section 8.8(a).

“ Bank ” has the meaning set forth in the Preamble.

“ BHC Act ” has the meaning set forth in Section 6.1.

“ Board ” means the board of directors of the Corporation.

“ Certificate of Designation ” means Corporation’s Certificate of Designation of Perpetual Convertible Preferred Stock, Series C in the form attached hereto as Exhibit A-1 , as it may be amended or restated from time to time.

“ CIBC Act ” means the Change in Control Bank Act of 1978, as amended.

“ Closing ” has the meaning set forth in Section 1.3.

Definitions Annex – Page 1

“ Closing Date ” has the meaning set forth in Section 1.3 .

“ Code ” means the Internal Revenue Code of 1986, as amended, taken together with any applicable Treasury Regulations, and any reference to any particular Code Section shall be interpreted to include any revision of or successor to that Section regardless of how numbered or classified.

“ Collective Common Stock ” means, collectively, the Common Stock and any capital stock of any class of the Corporation hereafter authorized which is not limited to a fixed sum or percentage of par or stated value in respect to the rights of the holders thereof to participate in dividends or in the distribution of assets upon any liquidation, dissolution or winding up of the Corporation.

“ Common Stock ” has the meaning set for in the Corporation’s Articles of Incorporation.

“ Confidentiality Agreement ” means that certain Confidentiality and Non-Disclosure Agreement dated as of February 13, 2012 by and between the Corporation and Lovell Minnick Partners LLC.

“ Confidential Information ” has the meaning set forth in Section 8.5(b) .

“ Corporation ” has the meaning set forth in the Preamble.

“ Conversion Stock ” means, with respect to the Series C Preferred, shares of the Corporation’s Collective Common Stock; provided that if there is a change such that the securities issuable upon conversion of the Series C Preferred are issued by an entity other than the Corporation or there is a change in the type or class of securities so issuable, then the term “Conversion Stock” shall mean one share of the security issuable upon conversion of the Series C Preferred if such security is issuable in shares, or shall mean the smallest unit in which such security is issuable if such security is not issuable in shares.

“ CPP ” has the meaning set forth in Section 6.36.

“ Employee Benefit Plan ” has the meaning set forth in Section 6.20.

“ Encumbrances ” means, with respect to any Equity Securities, any Liens, agreements (other than the applicable Governing Documents and any Transaction Documents), voting trusts, proxies and other arrangements or restrictions of any kind whatsoever.

Definitions Annex – Page 2

“ ERISA ” has the meaning set forth in Section 6.20.

“ ERISA Affiliate ” has the meaning set forth in Section 6.20.

“ Exchange Act ” means, the Securities Exchange Act of 1934, as amended, or any similar federal law then in force.

“ Exhibits ” means, collectively, the exhibits to the Agreement, and “ Exhibit ” means any of the Exhibits individually.

“ Family ” means with respect to an individual: (i) the individual; (ii) the individual’s spouse; (iii) any other natural person who is related to the individual or the individual’s spouse within the second degree; and (iv) any other natural person who resides with such individual.

“ FDIC ” means the Federal Deposit Insurance Corporation.

“ Federal Reserve ” has the meaning set forth in Section 6.1.

“ Financial Statements ” has the meaning set forth in Section 6.6.

“ GAAP ” means United States generally accepted accounting principles as in effect from time to time.

“ Governing Documents” means, with respect to any Person, its certificate of incorporation, articles of incorporation, articles of association, certificate of formation and limited liability company agreement or limited partnership agreement, and bylaws or similar governing documents.

“ Governmental Approval” means any license, permit, approval, certification, accreditation, authorization or order of, notification to, or filing with, any Governmental Entity.

“ Governmental Entity” means any federal, state, local or foreign government or governmental, regulatory, political, judicial or quasi-judicial or administrative subdivision, department, authority, entity, agency, commission, board, bureau, or instrumentality, or any court or arbitrator, including the Federal Reserve and the FDIC.

“ Improvements ” has the meaning set forth in Section 6.26(c) .

“ Indebtedness ” means at any particular time, without duplication, (a) all indebtedness of the Corporation or any of its Subsidiaries for borrowed money, (b) all obligations of the Corporation or any of its Subsidiaries evidenced by any note, bond, debenture or other similar instrument or debt security, (c) all indebtedness for the deferred purchase price of property or services with respect to which the Corporation or any of its Subsidiaries is liable, contingently or otherwise, as obligor or otherwise, which is not evidenced by a trade payable or other current liability, (d) all obligations of the Corporation or any of its Subsidiaries arising from deferred compensation, consulting or noncompetition arrangements, (e) all obligations of the Corporation

Definitions Annex – Page 3

or any of its Subsidiaries under capitalized leases, (f) all obligations secured by a Lien on any of the Corporation’s or any of its Subsidiaries’ assets, (g) all guarantees (including guarantees in the form of an agreement to repurchase or reimburse) by the Corporation or any of its Subsidiaries of the obligations of another Person and other commitments by the Corporation or any of its Subsidiaries that assures a creditor against loss (including contingent reimbursement obligations with respect to letters of credit), (h) any payment or other obligation of the Corporation or any of its Subsidiaries which is triggered in whole or in part as a result of the transactions contemplated hereby, (i) all liabilities of the Corporation or any of its Subsidiaries classified as non-current liabilities in accordance with GAAP as of the Closing and (j) all accrued interest, prepayment premiums or penalties related to any of the foregoing.

“ Indemnifying Party ” has the meaning set forth in Section 8.7(a) .

“ Indemnitees ” means, collectively, the Purchasers and their Affiliates, the Corporation and its Subsidiaries (except where the Corporation is the indemnifying Party) and their respective partners, members, officers, employees, agents, representatives, successors and assigns.

“ Indemnity Acknowledgement Period ” has the meaning set forth in Section 8.7(a) .

“ Insider ” means an executive officer, director, or principal shareholder of a Person, and includes any related interest of such a Person.

“ Insider Loan ” has the meaning set forth in Section 6.22(b) .

“ Intellectual Property Rights ” means any and all intellectual and proprietary rights and rights in confidential information of any kind, including all (a) patents patent applications, patent disclosures and inventions (whether or not patentable and whether or not reduced to practice), (b) internet domain names, trademarks, service marks, trade dress, trade names, logos and entity names (together with all of the goodwill associated therewith), (c) copyrights and copyrightable works, (d) mask works, (e) registrations and applications for registration for any of the foregoing, (f) computer software programs and applications (including (w) software implementations of algorithms, models and methodologies, whether in source code or object code, (x) databases and compilations, including data and collections of data, (y) descriptions, flowcharts and other work product used to design, plan, organize and develop any of the foregoing, and (z) all documentation, manuals and other materials relating to any of the foregoing), (g) trade secrets and other confidential information (including ideas, formulas, compositions, know-how, production processes and techniques, research and development information, drawings, specifications, designs, plans, proposals, technical data, financial and marketing plans and customer and supplier lists and information), (h) other intellectual property, and (i) copies and tangible embodiments thereof (in whatever form or medium).

“ Investment ” as applied to any Person means (a) any direct or indirect purchase or other acquisition by such Person of any notes, obligations, instruments or Equity Securities (including joint venture interests) of any other Person and (b) any capital contribution by such Person to any other Person.

Definitions Annex – Page 4

“ Investment Amount ” means an amount equal to $50,000,000.

“ Key Employee ” or “ Key Employees ” has the meaning set forth in Section 6.19(a) .

“ Knowledge ” as used in the phrases “ to the Knowledge of Corporation ,” “ to the Corporation’s Knowledge ” or phrases of similar import means the knowledge or awareness, after reasonable inquiry of any of James F. Getz, William Schenck, Mark Sullivan, Brian Fetterolf, Tom Groneman, Charles Fawcett, Tito Lima, or Jan Bone.

“ Latest Balance Sheet ” has the meaning set forth in Section 6.6(b) .

“ Laws ” means any federal, state, local or foreign statute, law, regulation, rule, order, principle of common law, or enforced by, any Governmental Entity.

“ Leased Real Property ” has the meaning set forth in Section 6.26(a) .

“ Leases ” has the meaning set forth in Section 6.26(a) .

“ Licenses” means all licenses, permits, approvals, certifications, accreditations, authorizations or orders of, notifications to, or filings with, any Governmental Entity or any other Person.

“ Lien ” or “ Liens ” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof), any sale of receivables with recourse, and any filing or agreement to file a financing statement as debtor under the Uniform Commercial Code or any similar statute (other than to reflect ownership by a third party of property leased to the Corporation or any of its Subsidiaries under a lease which is not in the nature of a conditional sale or title retention agreement).

“ LM III ” has the meaning set forth in the Preamble.

“ LM III-A ” has the meaning set forth in Preamble.

“ Loan Investor ” has the meaning set forth in Section 6.29(b) .

“ Loss ” or “ Losses ” means any loss, liability, cost, damage, deficiency, amount, Tax, fine or expense, whether or not arising out of third party claims (including interest, penalties, reasonable attorneys’ fees and expenses and all amounts paid in investigation, defense or settlement of any of the foregoing).

“ Material Adverse Effect ” means any event, condition or change which (individually or in the aggregate with all other such events, conditions or changes) has had or would reasonably be expected to have a material adverse effect upon the business, operations, prospects, assets,

Definitions Annex – Page 5

liabilities, condition (financial or otherwise), value, operating results or cash flow of the Corporation or any of its Subsidiaries taken as a whole.

“ Material Contract ” has the meaning set forth in Section 6.18(n) .

“ nonqualified deferred compensation plan ” has the meaning set forth in Section 6.17(j) .

“ Observer ” shall have the meaning set forth in Section 3 of the Covenants Annex.

“ Officer’s Certificate ” has the meaning set forth in Section l(a) of the Covenants Annex.

“ Owned Real Property ” has the meaning set forth in Section 6.26(a) .

“ Ownership Cap ” means, as of any date of determination, 24.9% of any class of Voting Securities of the Corporation outstanding at such time. Any calculation of a holder’s percentage ownership of the outstanding Voting Securities of the Corporation for purposes of this definition shall be made in accordance with the relevant provisions of Regulation Y of the Federal Reserve (12 C.F.R. 225 et. seq. ).

“ Party ” or “ Parties ” has the meaning set forth in the Preamble.

“ Permitted Encumbrances” means (i) statutory liens for current Taxes or other governmental charges not yet delinquent or the amount or validity of which is being contested in good faith by appropriate proceedings by the Corporation and for which appropriate reserves have been established in accordance with GAAP; (ii) mechanics,’ carriers,’ workers,’ repairers’ and similar statutory liens arising or incurred in the ordinary course of business for amounts which are not delinquent and which are not, individually or in the aggregate, significant; (iii) zoning, entitlement, building and other land use regulations imposed by governmental agencies having jurisdiction over the Leased Real Property which are not violated by the current use and operation of the Leased Real Property and (iv) covenants, conditions, restrictions, easements and other similar matters of record affecting title to the Leased Real Property which do not materially impair the occupancy or use of the Leased Real Property for the purposes for which it is currently used or proposed to be used in connection with the Corporation’s business or any of its Subsidiaries’ businesses.

“ Person ” means a natural person, a partnership, a corporation, a limited liability company, an association, a joint stock corporation, a trust, a joint venture, an unincorporated organization and a Governmental Entity.

“ Plan ” has the meaning set forth on Section 6.17(j) .

“ Preemptive Rights Offering ” has the meaning in ARTICLE 2.

“ Preferred Purchase Price ” means $1,025.00.

Definitions Annex – Page 6

“ Public Offering ” means any offering by the Corporation of its capital stock or equity securities to the public pursuant to an effective registration statement under the Securities Act, or any comparable statement under any similar federal statute then in force.

“ Purchaser ” or “ Purchasers ” has the meaning set forth in the Preamble.

“ Real Property ” has the meaning set forth in Section 6.26(c) .

“ Registration Rights Agreement ” has the meaning set forth in Section 7 of the Purchaser Conditions Annex .

“ Regulatory Agreement ” has the meaning set forth in Section 6.11.

“ Reports ” has the meaning set forth in Section 6.15.

“ Schedules ” means, collectively, the schedules to the Agreement, and “ Schedule ” means any of the Schedules individually.

“ Securities Act ” means the Securities Act of 1933, as amended, or any similar federal law then in force.

“ Series C Preferred ” has the meaning set forth in the Recitals.

“ Series C Preferred Shares ” means, the number of shares of Series C Preferred determined by the following formula: the Investment Amount divided by the Preferred Purchase Price.

“ Subsidiary ” means with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity (other than a corporation), a majority of membership, partnership or other similar ownership interest thereof or the power to elect or appoint a majority of the managers or governing body thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control the sole, or a majority of the, managing director(s), managing member(s), manager(s), board of managers or general partner of such limited liability company, partnership, association or other business entity. For purposes hereof, references to a “Subsidiary” of any Person shall be given effect only at such times that such Person has one or more Subsidiaries, and, unless otherwise indicated, the term “Subsidiary” refers to a Subsidiary of the Corporation.

Definitions Annex – Page 7

“ TARP Series A Preferred Stock ” has the meaning set forth in Section 4.3 .

“ TARP Series B Preferred Stock ” has the meaning set forth in Section 4.3 .

“ Tax ” or “ Taxes ” means federal, state, county, local, foreign or other income, gross receipts, ad valorem, franchise, profits, sales or use, transfer, registration, excise, utility, environmental, communications, real or personal property, capital interests, license, payroll, wage or other withholding, employment, social security, severance, stamp, occupation, alternative or add-on minimum, estimated and other taxes of any kind whatsoever (including deficiencies, penalties, additions to tax, and interest attributable thereto) whether disputed or not and including any obligations to indemnify or otherwise assume or succeed to the Tax liability of any other Person (including any obligation to make a tax distribution to members of a partnership or limited liability company).

“ Tax Return ” means any return, information report, declaration, claim for refund or filing with respect to Taxes, including any schedules attached thereto and including any amendment or supplements thereof.

“ Third-Party Approvals ” has the meaning set forth in Section 16 of the Purchaser Conditions Annex .

“ Third-Party Claim ” has the meaning set forth in Section 8.7(a) .

“ Transaction Documents ” means this Agreement, the Certificate of Designation, Registration Rights Agreement, the Amended and Restated Bylaws of the Corporation, the Amended and Restated By-Laws of the Bank, and all other agreements, certificates and instruments contemplated hereby and thereby.

“ Treasury ” has the meaning set forth in Section 6.36.

“ Treasury Regulations ” means the United States Treasury Regulations promulgated under the Code, and any reference to any particular Treasury Regulation Section shall be interpreted to include any final or temporary revision of or successor to that Section regardless of how numbered or classified.

“ Voting Securities ” means, as of the date of determination, the voting securities, as that term is defined under Regulation Y of the Federal Reserve (12 C.F.R. §225 et. seq.), of the Corporation.

“ WARN Act ” has the meaning set forth in Section 6.21.

Definitions Annex – Page 8

Schedule A


Purchaser	Percentage			Investment Amount		Series C Shares*
LM III TriState Holdings LLC		69.1607	%	$	34,580,350		33,736.927
LM III-A TriState Holdings LLC		30.8393	%	$	15,419,650		15,043.561

Total		100	%	$	50,000,000		48,780.488

*	Preferred Purchase Price per share equals $1,025.00.

Schedule A

Exhibit 10.6

AMENDMENT NO. 1 TO THE PREFERRED STOCK PURCHASE AGREEMENT

This Amendment No. 1 to the Preferred Stock Purchase Agreement (this “ Amendment ”), effective as of August 10, 2012, is entered into by and among TriState Capital Holdings, Inc., a Pennsylvania corporation (the “ Corporation ”), LM III TriState Holdings LLC, a Delaware limited liability company (“ LM III ”) and LM III-A TriState Holdings LLC, a Delaware limited liability company (“ LM III-A ” and together with LM III, the “ Purchasers ”). Capitalized terms used but not defined herein shall have the meaning ascribed to such term in the Agreement (as defined below).

WHEREAS, the Corporation and the Purchasers are parties to that certain Preferred Stock Purchase Agreement, dated as of April 24, 2012 (the “ Agreement ”).

WHEREAS, pursuant to Section 8.10 of the Agreement, the Corporation and the Purchasers desire to amend the Agreement and certain Annexes and Exhibits attached thereto as provided below.

NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the undersigned agree as follows:

1. Article 5 of the Agreement is hereby deleted and replaced in its entirety with the following:

“The Corporation and its Subsidiaries shall at all times comply with the covenants set forth in paragraphs 1 through 13, inclusive, of the Covenants Annex for so long as the Purchasers (or its permitted successors and assigns) hold Equity Securities of the Corporation comprising at least twenty-five percent (25%) of the Equity Securities the Purchasers purchased pursuant to this Agreement. The Corporation and its Subsidiaries shall at all times comply with the covenants set forth in paragraphs 14 and 15 of the Covenants Annex .”

2. Section 2 of the Covenants Annex of the Agreement is hereby deleted and replaced in its entirety with the following:

“ Access Rights . So long as any Purchaser holds Equity Securities, one time in each of the Corporation’s fiscal quarters, the Corporation shall permit any representatives designated by any Purchaser, upon reasonable notice and at mutually agreeable times during normal business hours, to (a) visit and inspect any of the properties of the Corporation and its Subsidiaries, (b) examine the corporate and financial records of the Corporation and its Subsidiaries and make copies thereof or extracts therefrom and (c) discuss the affairs, finances, and accounts of any such entities with the directors, officers, key employees and independent accountants of the Corporation and Subsidiaries; provided , that , in each case, access to highly confidential proprietary information and facilities need not be provided.”

3. The Purchaser Conditions Annex of the Agreement is hereby amended by adding the following Section 19 to the end of the Purchaser Conditions Annex :

“19. Stockholders’ Agreements . The Corporation, LM III, and Persons other than the Persons listed on Schedule B who collectively hold at least 28% of the Collective Common Stock issued and outstanding as of the Closing Date shall have duly executed and delivered the stockholders’ agreement in the form of Exhibit F (the “ Stockholders’ Agreement ”), and the Stockholders’ Agreement shall be in full force and effect as of the Closing and shall not have been amended or modified. In addition, the Corporation, LM III, and Persons listed on Schedule B who collectively hold at least 5% of the Collective Common Stock issued and outstanding as of the Closing Date shall have duly executed and delivered the stockholders’ agreement in the form of Exhibit G (the “ Affiliated Stockholders’ Agreement ”), and the Affiliated Stockholders’ Agreement shall be in full force and effect as of the Closing and shall not have been amended or modified.”

4. The Covenants Annex of the Agreement is hereby amended by adding the following Sections 14 and 15 to the end of the Covenants Annex :

“14. Director Rights .

(a) Subject to the receipt of any required regulatory approvals or non-objections, contemporaneously with the Closing, the Corporation, through all necessary actions required to be taken by the Board, will appoint one individual designated by LM III (the “ Purchaser Designee ”) to serve as a Class 4 member of the Board, and to serve as a member of the Compensation and Nominating and Corporate Governance Committees (or if such committees cease to exist or are restructured, committees that are their successors or that have responsibilities substantially similar to such committees) of the Corporation. The term of such Class 4 members expires on April 24, 2016, and the length of such term shall not be reduced.

(b) Subject to the receipt of any required regulatory approvals or non-objections, contemporaneously with the Closing, the Corporation will take all actions necessary and appropriate to cause each significant Subsidiary of the Corporation (each, a “ Significant Subsidiary ”) to appoint one individual designated by LM III to serve as a member of the board of directors, and compensation and governance committees, of each Significant Subsidiary.

(c) For so long as the holders of the Series C Preferred hold collectively more than 9.9% of the outstanding Collective Common Stock (whether directly or on an as-converted basis), the Corporation will, through all necessary actions required to be taken by the Board, in

connection with any election of members of the Board that includes the position held by the Purchaser Designee because of the expiration of the term of office of the Purchaser Designee, subject to any required regulatory approval or non-objection, nominate the person designated by LM III as the successor Purchaser Designee for election to the Board for a four (4) year term, and the Corporation will do any and all other lawful things in its power to cause that person to be elected to the Board for a four (4) year term. If the Purchaser Designee ceases to serve as a director for any reason other than the expiration of the Purchaser Designee’s term of office or his resignation in accordance with Section 14(e) , the Corporation, through all necessary actions required to be taken by the Board, will cause the vacancy created thereby to be filled by appointing a successor Purchaser Designee, subject to any required regulatory approval or non-objection. If the successor Purchaser Designee is not elected to the Board by the shareholders of the Corporation, or not appointed by the Corporation, the Corporation, through all necessary actions required to be taken by the Board, will immediately take all actions necessary, including increasing the size of the Board, in order to appoint, and shall appoint, the successor Purchaser Designee to the Board for a four (4) year term from and after the date of appointment, notwithstanding any limitation set forth in this Agreement, the Corporation’s by-laws, or elsewhere, including with respect to the size of the Board. Upon any such election or appointment under this subsection (c) , the Corporation, through all necessary actions required to be taken by the Board, will appoint the Purchaser Designee to serve as a member of the Compensation and Nominating and Corporate Governance Committees (or if such committees cease to exist or are restructured, committees that are their successors or that have responsibilities substantially similar to such committees) of the Corporation.

(d) For so long as the holders of the Series C Preferred hold collectively more than 9.9% of the outstanding Collective Common Stock (whether directly or on an as-converted basis), the Corporation will take all actions necessary and appropriate to appoint and to cause each Significant Subsidiary to appoint, and to elect, the person who is the Purchaser Designee or such other individual designated by LM III from time to time to serve as a member of the boards of directors, and compensation and governance committees, of each Significant Subsidiary.

(e) In the event that the collective ownership interest of the holders of Series C Preferred falls to 9.9% or less of the outstanding Collective Common Stock (whether directly or on an as-converted basis), upon the written request of the Corporation, the Purchasers shall cause their designees to the Board and to the boards of directors of each Significant Subsidiary to promptly tender their respective resignations from the boards of directors in a form reasonably satisfactory to the Corporation and each Significant Subsidiary.

(f) For so long as the holders of the Series C Preferred hold collectively more than 9.9% of the outstanding Collective Common Stock (whether directly or on an as-converted basis), the Board and the board of directors of the Bank shall not exceed fourteen persons. Notwithstanding the foregoing, the Board may exceed fourteen persons to the extent necessary to enable the Corporation to comply with its obligations under subsection (c) above in the event that the Purchaser Designee is not elected or appointed to the Board and to comply with the Preferred Director Provisions (as defined in the Corporation’s by-laws) as provided for in the Corporation’s by-laws in effect on the date hereof.

(g) For so long as the holders of the Series C Preferred hold collectively more than 9.9% of the outstanding Collective Common Stock (whether directly or on an as-converted basis), the Corporation will not (i) Transfer any securities, other than Company Common Stock issued pursuant to stock option agreements executed prior to the date hereof pursuant to the Corporation’s 2006 Stock Option Plan (the “Plan”) to Persons who are not members of the Board, or (ii) enter into or issue any stock option agreement pursuant to the Plan (each a “New Option Agreement”) or Transfer any securities pursuant to any New Option Agreement, provided , however , that the entering into of a New Option Agreement or a Transfer referred to in this sentence shall be permitted if and only if, as a precondition, the option holder in the New Option Agreement or the transferee in the Transfer agrees in a writing, reasonably satisfactory in form and substance to Investor, to be bound by the Affiliated Stockholders’ Agreement (as defined in Section 19 of the Purchaser Conditions Annex). Any attempted entering into of a New Option Agreement or Transfer of Shares or any interest therein in violation hereof shall be null and void, and the Corporation agrees that no such Transfer shall be recorded on the Corporation’s books and records, and the purported transferee in any such Transfer shall not be treated as the owner of such Shares.

15. Observer Rights .

(a) For so long as the holders of the Series C Preferred hold collectively more than 9.9% of the outstanding Collective Common Stock (whether directly or on an as converted basis), LM III shall have the right to designate one non-voting observer to the Board (the “ Board Observer ”). The Corporation shall notify the Board Observer of all regular and special meetings of the Board, including all regular and special meetings of any committee of the Board, at the same time and in the same manner as the Purchaser Designee and shall also provide the Board Observer with copies of all notices, minutes, consents and other materials provided to all members of the Board concurrently as such materials are provided to such members. The Board Observer shall have the right to be present and take notes during meetings of the Board, provided , however , that the Board

Observer shall have no right to participate in discussions or vote at such meetings.

(b) For so long as the holders of the Series C Preferred hold collectively more than 9.9% of the outstanding Collective Common Stock (whether directly or on an as converted basis), LM III shall have the right to designate one non-voting observer to each of the board of directors of each Significant Subsidiary (each, a “ Significant Subsidiary Board Observer ”). Each Significant Subsidiary shall notify its respective Significant Subsidiary Board Observer of all regular and special meetings of the board of directors of such Significant Subsidiary, including all regular and special meetings of any committee of such board, at the same time and in the same manner as the Purchaser Designee and shall also provide, as applicable, to its Significant Subsidiary Board Observer with copies of all notices, minutes, consents and other materials provided to all members of the board of directors of such Significant Subsidiary concurrently as such materials are provided to such members. Such Significant Subsidiary Board Observer shall have the right to be present at and take notes during meetings of the board of directors of each Significant Subsidiary, provided , however , that such Significant Subsidiary Board Observer shall have no right to participate in discussions or vote at such meetings.

5. The following definitions will be added to the Definitions Annex of the Agreement in the appropriate position determined by alphabetical order:

“ Affiliated Stockholders’ Agreement ” has the meaning set forth in Section 19 of the Purchaser Conditions Annex .

“ Board Observer ” has the meaning set forth in Section 15(a) of the Covenants Annex .

“ New Option Agreement ” has the meaning set forth in Section 14(h) of the Covenants Annex .

“ Plan ” has the meaning set forth in Section 14(h) of the Covenants Annex .

“ Purchaser Designee ” has the meaning set forth in Section 14(a) of the Covenants Annex .

“ Significant Subsidiary ” has the meaning set forth in Section 14(b) of the Covenants Annex .

“ Significant Subsidiary Board Observer ” has the meaning set forth in Section 15(b) of the Covenants Annex .

“ Stockholders’ Agreement ” has the meaning set forth in Section 19 of the Purchaser Conditions Annex .

6. Part 6 of Exhibit A-1 of the Agreement is hereby deleted and replaced in its entirety with the following:

“Part 6. Voting Rights . The holders of the Series C Preferred shall be entitled to notice of all meetings of the holders of Collective Common Stock in accordance with the Corporation’s bylaws, and except as otherwise required by applicable law, the holders of the Series C Preferred shall be entitled to vote on all matters submitted for a vote to the holders of Collective Common Stock. The holders of the Series C Preferred shall vote together with the holders of the Collective Common Stock as a single class with each holder of Collective Common Stock entitled to one (1) vote per share of Collective Common Stock and each holder of the Series C Preferred entitled to one (1) vote for each share of Conversion Stock that would be issuable upon conversion of the Series C Preferred if such Series C Preferred were converted into Conversion Stock as of the record date for such vote or, if no record date is specified, as of the date of such vote. Notwithstanding anything to the contrary herein, in all matters that entitle the holder of two or more classes or series of shares to vote as separate voting groups under the applicable Pennsylvania business corporation laws and in which the holders of Series C Preferred are affected in the same or a substantially similar way, the holders of the Series C Preferred so affected must vote together as a single voting group.”

7. Sections 1.16 and 9.4 of Exhibit C to the Agreement shall be amended and replaced in their entirety with the following:

“ 1.16 Election of Directors

Only candidates for director who have been duly nominated in accordance with section 2.5 of these bylaws and Section 14 of the Covenants Annex to that certain Preferred Stock Purchase Agreement made and entered into as of April 24, 2012, by and among the Corporation, LM III TriState Holdings LLC and LM III-A TriState Holdings LLC, as amended from time to time (the “Preferred Stock Purchase Agreement”), shall be eligible for election. In elections for directors (other than Preferred Directors), voting need not be by ballot unless required by vote of the shareholders before the voting for election of directors begins. The duly nominated candidates receiving the highest number of votes from each class or group of classes, if any, entitled to elect directors separately, up to the number of directors to be elected by the class or group of classes, shall be elected, except that directors appointed pursuant to Section 7(b) to Schedule A - Standard Provisions of each of the Certificate of Designations of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, of the Corporation and the Certificate of Designations of Fixed Rate Cumulative Perpetual Preferred Stock, Series B, of the Corporation (such directors being hereinafter collectively referred to as “Preferred Directors” and such sections of such certificates being hereinafter collectively referred to as the “Preferred Director Provisions”) shall be elected as provided for in the Preferred Directors Provisions. If at any meeting of

shareholders, directors of more than one class are to be elected, each class of directors shall be elected in a separate election.”

“ 9.4 Amendment of Bylaws

These bylaws may be amended or repealed, and new bylaws may be adopted, by approval of such by the board of directors, except where the power to repeal, adopt, or amend a bylaw on any subject is expressly committed to the shareholders by the Pennsylvania Business Corporation Law of 1988, as it may be amended, and subject always to the power of the shareholders to change any action taken by the board. Any change in the bylaws shall take effect when adopted unless otherwise provided in the resolution effecting the change. Notwithstanding anything to the contrary in these Bylaws, the board of directors shall not amend or repeal or adopt new bylaws if such action would impair or adversely affect the rights provided for in (i) Section 14 or Section 15 of the Covenants Annex to the Preferred Stock Purchase Agreement, (ii) the Certificate of Designation of the Perpetual Convertible Preferred Stock, Series C (the “Series C Preferred”) of the Corporation, or (iii) the rights of the holders of Series C Preferred provided for in these Bylaws, regardless of whether the shareholders have previously adopted or approved the bylaw being amended or repealed.”

8. Except as expressly amended or modified hereby, each term, provision, Annex, Exhibit and Schedules to the Agreement is hereby ratified and confirmed and will and does remain in full force and effect. This Amendment and the rights of the parties hereunder shall be governed by and construed in accordance with the internal laws, and not the laws pertaining to choice or conflict of laws, of the Commonwealth of Pennsylvania. This Amendment may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Amendment. Descriptive headings of the Sections of this Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Amendment.

* * * * *

IN WITNESS WHEREOF, the undersigned has executed and delivered this Amendment No. 1 to the Preferred Stock Purchase Agreement as of the date first written above.


LM III TRISTATE HOLDINGS LLC

By:		LOVELL MINNICK EQUITY PARTNERS III LP, its managing member

		By: Lovell Minnick Equity Advisors III LP, its general partner

		By: Fund III UGP LLC, its general partner

		By: Lovell Minnick Partners LLC, its managing member

By:		/s/ James E. Minnick
Name:		James E. Minnick
Title:		President and Managing Director

LM III-A TRISTATE HOLDINGS LLC

By:		LOVELL MINNICK EQUITY PARTNERS III-A LP, its managing member

		By: Lovell Minnick Equity Advisors III LP, its general partner

		By: Fund III UGP LLC, its general partner

		By: Lovell Minnick Partners LLC, its managing member

By:		/s/ James E. Minnick
Name:		James E. Minnick
Title:		President and Managing Director

TRISTATE CAPITAL HOLDINGS, INC.

By:		/s/ James F. Getz
Name:		James F. Getz
Title:		Chairman and Chief Executive Officer

SCHEDULE B

to the

Preferred Stock Purchase Agreement made and entered into

as of April 24, 2012, by and among

TriState Capital Holdings, Inc. and each of LM III TriState Holdings LLC

and LM III-A TriState Holdings LLC

1.	Helen Hanna Casey, personally and with Stephen Casey JT TEN

2.	E.H. (Gene) Dewhurst

3.	Falcon Seaboard Investment Company LP

4.	James J. Dolan and Patricia D. Dolan, JTWROS

5.	Michael J. Farrell

6.	Farrell Family Partnership Second

7.	James F. Getz, personally, through Getz Enterprises, and in the name of James F. and Elinor Getz

8.	James H. Graves

9.	A. William Schenck III

10.	A. William Schenck III Revocable Trust UAD 11/06/2009

11.	Richard B. Seidel

12.	Mark L. Sullivan

13.	John B. Yasinsky and Marlene A. Yasinsky JT TEN

14.	Richard A. Zappala

Exhibit 10.7

AGREEMENT REGARDING PERPETUAL

CONVERTIBLE PREFERRED STOCK, SERIES C

This Agreement regarding Perpetual Convertible Preferred Stock, Series C (this “ Agreement ”), effective as of March 8, 2013 is entered into by and among TriState Capital Holdings, Inc., a Pennsylvania corporation (the “ Corporation ”), LM III TriState Holdings LLC, a Delaware limited liability company (“ LM III ”), and LM III-A TriState Holdings LLC, a Delaware limited liability company (together with LM III, the “ Purchasers ”).

WHEREAS, the Corporation and the Purchasers are parties to the Purchase Agreement;

WHEREAS, pursuant to the Purchase Agreement, the Purchasers collectively purchased 48,780.488 shares of the Series C Stock;

WHEREAS, the rights and entitlements of the Series C Stock are set forth in the Series C Certificate;

WHEREAS, certain rights and entitlements of the Purchasers set forth in the Purchase Agreement, the Series C Certificate, the Registration Rights Agreement, and the Shareholders’ Agreements could have a material adverse effect on the marketability of the Common Stock in the IPO; and

WHEREAS, the parties desire to facilitate the consummation of the IPO.

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Definitions . For purposes of this Agreement, the following terms will have the following meanings, provided that capitalized terms not defined in this Section 1 will have the meanings given to them elsewhere in this Agreement:

“ Common Stock ” means the common stock of the Corporation, without any par value per share.

“ Form S-1 ” means the Registration Statement on Form S-1 initially confidentially submitted by the Corporation to the SEC on February 1, 2013 in order to effectuate the IPO.

“ IPO ” means an initial public offering of the Common Stock under the Securities Act pursuant to the filing of a Form S-1 with the SEC (a) that generates gross proceeds to the Corporation (including any amounts payable to the underwriters or for any other costs and expenses related to the IPO) of at least $50,000,000 prior to the exercise by the underwriters in such offering of any over-allotment option, and (b) whereby Common Stock is sold for a price that is reasonably satisfactory to Purchasers.

“ Purchase Agreement ” means that certain Preferred Stock Purchase Agreement by and among the Corporation and the Purchasers dated as of April 24, 2012, as amended by that certain

Amendment No. 1 executed by and among the Corporation and the Purchasers dated as of August 10, 2012.

“ Registration Rights Agreement ” means that certain Registration Rights Agreement between the Corporation and the Purchasers dated August 10, 2012.

“ SEC ” means the Securities and Exchange Commission.

“ Series C Certificate ” means that certain Certificate of Designation of Perpetual Convertible Preferred Stock, Series C, dated August 3, 2012 attached as Exhibit A to that certain Statement with Respect to Shares filed with the Secretary of the Commonwealth of Pennsylvania on August 6, 2012.

“ Series C Stock ” means the Corporation’s Perpetual Convertible Preferred Stock, Series C.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Stockholders’ Agreements ” means, collectively, that certain Stockholders’ Agreement by and among the Corporation, LM III, and various other shareholders of the Corporation dated August 10, 2012 (the “ Stockholders’ Agreement ”) and that certain Affiliated Stockholders’ Agreement by and among the Corporation, LM III, and certain other shareholders of the Corporation dated August 10, 2012 (the “ Affiliated Stockholders’ Agreement ”).

2. Conversion of Series C Stock . Contingent upon and effective immediately prior to the closing of the sale of shares of the Common Stock in the IPO, the Purchasers hereby irrevocably elect to convert all issued and outstanding shares of the Series C Stock into shares of the Common Stock in accordance with the provisions of Part 7 of the Certificate of Designation. The Purchasers herewith deliver to the Corporation the notice required by Part 7.1(iii)(B) of the Certificate of Designation in substantially the form set forth in Exhibit A hereto (the “ Notice ”). The parties hereby agree and acknowledge that, effective upon the conversion of the shares of the Series C Stock into shares of the Common Stock upon the terms and subject to the conditions set forth in the Notice, the Purchasers will have no further rights and entitlements under the Series C Certificate.

3. Amendments of Purchase Agreement .

(a) Director Rights . Contingent upon and effective immediately prior to the closing of the sale of shares of the Common Stock in the IPO, Sections 14 (c)-(d) of the Covenants Annex to the Purchase Agreement are hereby amended and restated in their entirety as follows:

14. Director Rights .

(c) For so long as the Purchasers hold collectively more than 4.9% of the outstanding Collective Common Stock (whether directly or on an as-converted basis), the Corporation will, through all necessary actions required to be taken by the Board, in connection with any election of members of the Board that includes the position held by the Purchaser Designee because of the expiration of the term

of office of the Purchaser Designee, subject to any required regulatory approval or non-objection, nominate the person designated by LM III as the successor Purchaser Designee for election to the Board for a four (4) year term, and the Corporation will do any and all other lawful things in its power to cause that person to be elected to the Board for a four (4) year term. If the Purchaser Designee ceases to serve as a director for any reason other than the expiration of the Purchaser Designee’s term of office, the Corporation, through all necessary actions required to be taken by the Board, will cause the vacancy created thereby to be filled by appointing a successor Purchaser Designee, subject to any required regulatory approval or non-objection. If the successor Purchaser Designee is not elected to the Board by the shareholders of the Corporation, or not appointed by the Corporation, the Corporation, through all necessary actions required to be taken by the Board, will immediately take all actions necessary, including increasing the size of the Board, in order to appoint, and will appoint, the successor Purchaser Designee to the Board for a four (4) year term from and after the date of appointment, notwithstanding any limitation set forth in this Agreement, the Corporation’s by-laws, or elsewhere, including with respect to the size of the Board. Upon any such election or appointment under this subsection (c) , the Corporation, through all necessary actions required to be taken by the Board, will appoint the Purchaser Designee to serve as a member of the Compensation and Nominating and Corporate Governance Committees (or if such committees cease to exist or are restructured, committees that are their successors or that have responsibilities substantially similar to such committees) of the Corporation.

(d) For so long as the Purchasers hold collectively more than 4.9% of the outstanding Collective Common Stock (whether directly or on an as-converted basis), the Corporation will take all actions necessary and appropriate to appoint and to cause each Significant Subsidiary to appoint, and to elect, the person who is the Purchaser Designee or such other individual designated by LM III from time to time to serve as a member of the boards of directors, and compensation and governance committees, of each Significant Subsidiary.

Furthermore, contingent upon and effective immediately prior to the closing of the sale of shares of the Common Stock in the IPO, Section 14(e) of the Covenants Annex to the Purchase Agreement is hereby deleted in its entirety and thereafter will be of no further force and effect.

(b) Restrictions on Number of Directors . Contingent upon and effective immediately prior to the closing of the sale of shares of the Common Stock in the IPO, Section 14(f) of the Covenants Annex to the Purchase Agreement is hereby deleted in its entirety and thereafter will be of no further force and effect.

(c) Observation Rights . Contingent upon and effective immediately prior to the closing of the sale of shares of the Common Stock in the IPO, Section 15 of the Covenants Annex to the Purchase Agreement is hereby amended and restated in its entirety as follows:

(i) For so long as the Purchasers hold collectively more than 4.9% of the outstanding Collective Common Stock (whether directly or on an as converted basis), LM III will have the right to designate one non-voting observer to the Board (the “ Board Observer ”). The Corporation will notify the Board Observer of all regular and special meetings of the Board, including all regular and special meetings of any committee of the Board, at the same time and in the same manner as the Purchaser Designee and will also provide the Board Observer with copies of all notices, minutes, consents and other materials provided to all members of the Board concurrently as such materials are provided to such members. The Board Observer will have the right to be present and take notes during meetings of the Board, provided , however , that the Board Observer will have no right to participate in discussions or vote at such meetings.

(b) For so long as the Purchasers hold collectively more than 4.9% of the outstanding Collective Common Stock (whether directly or on an as converted basis), LM III will have the right to designate one non-voting observer to each of the board of directors of each Significant Subsidiary (each, a “ Significant Subsidiary Board Observer ”). Each Significant Subsidiary will notify its respective Significant Subsidiary Board Observer of all regular and special meetings of the board of directors of such Significant Subsidiary, including all regular and special meetings of any committee of such board, at the same time and in the same manner as the Purchaser Designee and will also provide, as applicable, to its Significant Subsidiary Board Observer with copies of all notices, minutes, consents and other materials provided to all members of the board of directors of such Significant Subsidiary concurrently as such materials are provided to such members. Such Significant Subsidiary Board Observer will have the right to be present at and take notes during meetings of the board of directors of each Significant Subsidiary, provided , however , that such Significant Subsidiary Board Observer will have no right to participate in discussions or vote at such meetings.

(d) Transfer Restrictions . Contingent upon and effective immediately prior to the closing of the sale of shares of the Common Stock in the IPO, Section 14(g) of the Covenants Annex to the Purchase Agreement is hereby deleted in its entirety and thereafter will be of no further force and effect.

4. Waiver of Preemptive Rights and Tag-Along Rights; Lock-Up Agreement . The Purchasers hereby waive all rights that they may have under Part 8 of the Series C Certificate, Preemptive Rights, and Part 9 of the Series C Certificate, Tag-Along Rights, solely in connection with the IPO. Furthermore, the Purchasers hereby agree and acknowledge that they will execute and deliver to the underwriters the lock-up agreement in the form attached as Exhibit D hereto within three (3) business days after receiving a written request from the Corporation for such executed lock-up agreement.

5. Waiver of Piggyback Registration Rights . The Purchasers hereby waive all of their rights under Section 2 of the Registration Rights Agreement solely in connection with the IPO. The parties hereby agree and acknowledge that the provisions of this Agreement concerning the Registration Rights Agreement constitute a valid waiver of the provisions thereof

referenced herein for purposes of Section 11(d) of the Registration Rights Agreement solely in connection with the IPO.

6. Termination of Stockholders’ Agreements . The parties agree that, contingent upon and effective immediately prior to the closing of the sale of shares of the Common Stock in the IPO, the parties will use their best efforts to terminate the Stockholders’ Agreement pursuant to the execution by the parties hereto and the other shareholders signatory thereto of a termination agreement in substantially the form set forth in Exhibit B hereto, and the parties will use their best efforts to terminate the Affiliated Stockholders’ Agreement pursuant to the execution by the parties hereto and the other shareholders signatory thereto of the termination agreement in substantially the form set forth in Exhibit C ; provided , however , that, contingent upon and effective immediately prior to the closing of the sale of shares of the Common Stock in the IPO, the parties hereby irrevocably waive, and hereby agree not to attempt to enforce, any of their rights and entitlements under the Stockholders’ Agreement or the Affiliated Stockholders’ Agreement even if some of the other shareholders that are signatories thereto do not execute the termination agreement therefor.

7. No Further Modifications or Waivers . Except as expressly amended or modified hereby, each term, provision, annex, exhibit and schedules to the Purchase Agreement, the Certificate of Designation, the Registration Rights Agreement remain in full force and effect. Furthermore, the actions, amendments and deletions described in Sections 2 through 6 hereof will be effective only upon the triggering conditions described therein, and, if such conditions are not fulfilled, then such actions, amendments, and deletions will not occur, and the provisions hereof effectuating such actions, amendments, and deletions will be of no further force and effect.

8. Miscellaneous . This Agreement and the rights of the parties hereunder will be governed by and construed in accordance with the internal laws, and not the laws pertaining to choice or conflict of laws, of the Commonwealth of Pennsylvania. This Agreement may be executed simultaneously in two or more counterparts (including, without limitation, facsimile or electronic counterparts), any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same Agreement. Descriptive headings of the sections of this Agreement are included for convenience of reference only and will not control or affect the meaning or construction of any of the provisions of this Agreement.

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IN WITNESS WHEREOF, the undersigned has executed and delivered this Agreement Regarding Perpetual Convertible Preferred Stock, Series C as of the date first written above.


LM III TRISTATE HOLDINGS LLC

By:	LOVELL MINNICK EQUITY PARTNERS III LP, its managing member

	By:	Lovell Minnick Equity Advisors III LP, its general partner

	By:	Fund III UGP LLC, its general partner

	By:	Lovell Minnick Partners LLC, its managing member

By:	/s/ Jennings J. Newcom
Name:	Jennings J. Newcom
Title:	General Counsel and Managing Director


LM III-A TRISTATE HOLDINGS LLC

By:	LOVELL MINNICK EQUITY PARTNERS III-A LP, its managing member

	By:	Lovell Minnick Equity Advisors III LP, its general partner

	By:	Fund III UGP LLC, its general partner

	By:	Lovell Minnick Partners LLC, its managing member

By:	/s/ Jennings J. Newcom
Name:	Jennings J. Newcom
Title:	General Counsel and Managing Director


TRISTATE CAPITAL HOLDINGS, INC.

By:		/s/ James F. Getz
Name:		James F. Getz
Title:		Chairman, Chief Executive Officer, and President

EXHIBIT A

UNANIMOUS WRITTEN CONSENT

The undersigned, who hold all of the issued and outstanding shares of the Perpetual Convertible Preferred Stock, Series C (the “ Series C Stock ”) of TriState Capital Holdings, Inc. (the “ Corporation ”), hereby consent to the conversion of all of the issued and outstanding shares of the Series C Stock into shares of the common stock, without par value per share (the “ Common Stock ”) of the Corporation contingent upon and effective immediately prior to the closing of the Corporation’s initial public offering pursuant to a Form S-1 initially confidentially submitted by the Corporation to the Securities and Exchange Commission on February 1, 2013, (a) that generates gross proceeds (including any amounts payable to the underwriters or for any other costs and expenses related to the initial public offering) to the Corporation of at least $50,000,000 prior to the exercise by the underwriters in such offering of any over-allotment option, and (b) whereby Common Stock is sold for a price that is reasonably satisfactory to the undersigned purchasers.

For the avoidance of doubt and without limitation of the foregoing, if such an initial public offering does not close and shares of the Common Stock of the Corporation are not sold pursuant thereto, then this unanimous written consent will not become effective and will be null and void.

IN WITNESS WHEREOF, the undersigned have executed and delivered this Unanimous Written Consent as of , 2013.


LM III TRISTATE HOLDINGS LLC

By:	LOVELL MINNICK EQUITY PARTNERS III LP, its managing member

	By:	Lovell Minnick Equity Advisors III LP, its general partner

	By:	Fund III UGP LLC, its general partner

	By:	Lovell Minnick Partners LLC, its managing member

By:
Name:	James E. Minnick
Title:	President and Managing Director


LM III-A TRISTATE HOLDINGS LLC

By:	LOVELL MINNICK EQUITY PARTNERS III-A LP, its managing member

	By:	Lovell Minnick Equity Advisors III LP, its general partner

	By:	Fund III UGP LLC, its general partner

	By:	Lovell Minnick Partners LLC, its managing member

By:
Name:	James E. Minnick
Title:	President and Managing Director

A-1

EXHIBIT B

TERMINATION AGREEMENT

This Termination Agreement (this “ Agreement ”), dated as of , 2013 is by and among TriState Capital Holdings, Inc., a Pennsylvania corporation (the “ Company ”), the undersigned stockholders (each, a “ Stockholder ” and, collectively, the “ Stockholders ”) of the Company, and LM III TriState Holdings LLC, a Delaware limited liability company (the “ Investor ”).

WHEREAS, the Company, the Stockholders, and the Investor previously entered into that certain Stockholders’ Agreement dated August 10, 2012 (the “ Stockholders’ Agreement ”); and

WHEREAS, the parties hereto now desire to terminate the Stockholders’ Agreement contingent upon and effective immediately prior to the sale of Common Stock in the Company’s IPO (together, the “ Event of Termination ”).

1. Definitions . For purposes of this Agreement, the following terms have the following meanings, provided that capitalized terms not defined in this Section 1 have the meanings given to them elsewhere in this Agreement:

“ Common Stock ” means the common stock of the Company, without any par value per share.

“ Form S-1 ” means the Registration Statement on Form S-1 initially confidentially submitted by the Company to the SEC on February 1, 2013 in order to effectuate the IPO.

“ IPO ” means an initial public offering of the Common Stock under the Securities Act pursuant to the filing of a Form S-1 with the SEC (a) that generates gross proceeds to the Company (including any amounts payable to the underwriters or for any other costs and expenses related to the IPO) of at least $50,000,000 prior to the exercise by the underwriters in such offering of any over-allotment option, and (b) whereby Common Stock is sold for a price that is reasonably satisfactory to the Investor and LM III-A TriState Holdings LLC, a Delaware limited liability company.

“ SEC ” means the Securities and Exchange Commission.

“ Securities Act ” means the Securities Act of 1933, as amended.

2. Termination of Stockholders’ Agreement . Contingent upon and effective immediately prior to the closing of shares of Common Stock in the IPO, the parties hereto hereby

B-1

terminate the Stockholders’ Agreement in all respects, which thereafter will be of no further force and effect; provided , however , that, if and so long as the Event of Termination has not occurred, this Agreement will remain in full force and effect.

3. Valid Amendment . The parties hereto hereby agree and acknowledge that this Agreement is a valid amendment to the Stockholders’ Agreement for purposes of Section 7 thereof.

4. Choice of Law; Forum . This Agreement will be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania without giving effect to any choice of law or conflict of law rules or provisions. Each of the parties hereto hereby submits to the exclusive jurisdiction of any state or federal courts located in the Commonwealth of Pennsylvania with respect to any legal action or proceeding arising pursuant to or in connection with this Agreement and the rights and obligations of the parties hereunder and hereby waives and agrees not to assert as a defense in any such legal action or proceeding any challenges to such jurisdiction. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE RELATIONS CONTEMPLATED HEREBY. If any party hereto institutes any legal suit, action or proceeding against another party in respect of a matter arising out of or relating to this Agreement, the prevailing party in the suit, action or proceeding will be entitled to receive, in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action or proceeding, including, without limitation, reasonable attorneys’ fees and expenses and court costs.

5. Counterparts . This Agreement may be executed in one or more counterparts (including, without limitation, by facsimile or electronic copy), each of which will be deemed to be an original but all of which together will constitute one and the same instrument.

6. Assignment . No party to this Agreement may assign any of its rights or obligations under this Agreement, and any purported assignment in violation hereof will be null and void.

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B-2

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Termination Agreement as of the date first written above.


INVESTOR

LM III TRISTATE HOLDINGS LLC

By:	LOVELL MINNICK EQUITY PARTNERS III LP, its managing member

	By:	Lovell Minnick Equity Advisors III LP, its general partner

	By:	Fund III UGP LLC, its general partner

	By:	Lovell Minnick Partners LLC, its managing member

By:
Name:	James E. Minnick
Title:	President and Managing Director


COMPANY

TRISTATE CAPITAL HOLDINGS, INC.

By:
Name:		James F. Getz
Title:		Chairman, Chief Executive Officer and President

STOCKHOLDER

By:
Name:

B-3

EXHIBIT C

TERMINATION AGREEMENT

This Termination Agreement (this “ Agreement ”), dated as of , 2013 is by and among TriState Capital Holdings, Inc., a Pennsylvania corporation (the “ Company ”), the undersigned stockholders (each, an “ Affiliated Stockholder ” and, collectively, the “ Affiliated Stockholders ”) of the Company, and LM III TriState Holdings LLC, a Delaware limited liability company (the “ Investor ”).

WHEREAS, the Company, the Stockholders, and the Investor previously entered into that certain Affiliated Stockholders’ Agreement dated August 10, 2012 (the “ Affiliated Stockholders’ Agreement ”); and

WHEREAS, the parties hereto now desire to terminate the Affiliated Stockholders’ Agreement contingent upon and effective immediately prior to the sale of Common Stock in the Company’s IPO (together, the “ Event of Termination ”).

“ Common Stock ” means the common stock of the Company, without any par value per share.

“ Form S-1 ” means the Registration Statement on Form S-1 initially confidentially submitted by the Company to the SEC on February 1, 2013 in order to effectuate the IPO.

“ SEC ” means the Securities and Exchange Commission.

“ Securities Act ” means the Securities Act of 1933, as amended.

2. Termination of Affiliated Stockholders’ Agreement . Contingent upon and effective immediately prior to the closing of shares of Common Stock in the IPO, the parties

C-1

hereto hereby terminate the Affiliated Stockholders’ Agreement in all respects, which thereafter will be of no further force and effect; provided , however , that, if and so long as the Event of Termination has not occurred, this Agreement will remain in full force and effect.

3. Valid Amendment . The parties hereto hereby agree and acknowledge that this Agreement is a valid amendment to the Affiliated Stockholders’ Agreement for purposes of Section 6 thereof.

6. No party to this Agreement may assign any of its rights or obligations under this Agreement, and any purported assignment in violation hereof will be null and void.

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C-2

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Termination Agreement as of the date first written above.


INVESTOR

LM III TRISTATE HOLDINGS LLC

By:	LOVELL MINNICK EQUITY PARTNERS III LP, its managing member

	By:	Lovell Minnick Equity Advisors III LP, its general partner

	By:	Fund III UGP LLC, its general partner

	By:	Lovell Minnick Partners LLC, its managing member

By:
Name:	James E. Minnick
Title:	President and Managing Director


COMPANY

TRISTATE CAPITAL HOLDINGS, INC.

By:
Name:		James F. Getz
Title:		Chairman, Chief Executive Officer, and President

AFFILIATED STOCKHOLDER

By:
Name:

C-3

EXHIBIT D

LOCK-UP AGREEMENT

, 2013

Stephens Inc.

as Representative of the several

Underwriters to be named in the

within-mentioned Underwriting Agreement

c/o	Stephens Inc.

111 Center Street Little Rock, Arkansas 72201

Re:

Proposed Public Offering by TriState Capital Holdings, Inc.

Dear Sirs:

The undersigned, a shareholder, officer or director of TriState Capital Holdings, Inc., a Pennsylvania corporation (the “ Company ”), understands that Stephens Inc. (in such capacity, the “ Representative ”) proposes to enter into an Underwriting Agreement (the “ Underwriting Agreement ”) with the Company providing for the public offering of shares (the “ Securities ”) of the Company’s common stock, no par value (the “ Common Stock ”). In recognition of the benefit that such an offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement (the “ Underwriters ”) that, during the period beginning on the date hereof and ending on the date that is 180 days from the date of the Underwriting Agreement (the “ Lock-Up Period ”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, including but not limited to any Securities acquired by the undersigned in the proposed public offering (whether or not pursuant to any issuer-directed or “friends and family” shares of Common Stock the undersigned may purchase in the proposed public offering) (collectively, the “ Lock-Up Securities ”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (2) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise.

D-1

If the undersigned is an officer or director of the Company, (1) the Representative agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, the Representative will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.

Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative, provided that (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers:

(i)

as a bona fide gift or gifts; or

(ii)

to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or

(iii)

as a distribution to limited partners or shareholders of the undersigned; or

(iv)

to the undersigned’s affiliates or to any investment fund or other entity controlled or managed by the undersigned.

Furthermore, the undersigned may sell or otherwise dispose of shares of Common Stock of the Company during the Lock-Up Period:

(i)

that are purchased by the undersigned on the open market following the proposed public offering, provided that (A) such sales are not required to be reported in any public report or filing with the Securities Exchange Commission or otherwise and (B) the undersigned does not otherwise voluntarily effect any public filing or report regarding such sales; and

(ii)

sufficient to satisfy the tax obligations incurred in connection with an award under the Company’s 2006 Stock Option Plan.

D-2

Notwithstanding the foregoing, nothing in this letter agreement shall restrict (1) the sale of any Lock-Up Securities to the Underwriters pursuant to the Underwriting Agreement; (2) the exchange of Company securities in connection with a split, reclassification or recombination of the Company’s shares; (3) the conversion of any shares of the Company’s preferred stock into shares of Common Stock in accordance with the terms of the Company’s Articles of Incorporation, as amended to date, provided that such Common Stock will be considered Lock-Up Securities and will remain subject to the provisions of this letter agreement; (4) the right of the Company to repurchase from the undersigned (or the right of the undersigned to sell or transfer to the Company) shares of Common Stock issued under the Company’s equity incentive plans or under agreements pursuant to which such shares were issued (or related agreements providing the Company with a right to purchase such shares or that the shares may be forfeited to the Company); or (5) the undersigned, at any time, from entering into a written plan meeting the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, relating to the sale of securities of the Company, if then permitted by the Company, provided that the securities subject to such plan may not be sold or otherwise transferred in manner prohibited by this letter agreement until the Lock-Up Period has expired, and provided, further, that the undersigned (A) is not required to report such plan in any public report or filing with the Securities Exchange Commission or otherwise and (B) does not make or permit to be made any public filing or report or other public notice regarding the existence of such plan prior to the expiration of the Lock-Up Period.

This letter agreement shall automatically terminate upon the date that the Company provides written notice to the Representative that the Company has determined not to proceed with the proposed public offering and is terminating this letter agreement on behalf of all of the Company’s holders of Lock-Up Securities, provided that the Company and the Representative shall not have executed the Underwriting Agreement on or prior to such date.

The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Lock-Up Securities except in compliance with the foregoing restrictions.

[Signature Page Follows]

D-3


Very truly yours,

(if an individual):


Name (print)


Signature

(if an entity):


Name of Entity

By:

Name:

Its:

D-4

Exhibit 10.8

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”) is made as of August 10, 2012, by and among (i) TriState Capital Holdings, Inc., a Pennsylvania corporation (the “ Company ”), and (ii) LM III TriState Holdings LLC, a Delaware limited liability company, and LM III-A TriState Holdings LLC, a Delaware limited liability company (each an “ Investor ” and collectively, the “ Investors” ).

The Company and the Investors are parties to a Preferred Stock Purchase Agreement dated April , 2012 (as amended from time to time pursuant to its terms, the “ Purchase Agreement” ). In order to induce the Investors to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to Closing (as defined in the Purchase Agreement). Unless otherwise provided in this Agreement, capitalized terms used herein shall have the meanings set forth in Section 10 hereof; provided that if any term is not defined herein, then such term shall have the meaning assigned to it in the Purchase Agreement.

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

1. Demand Registrations.

(a) Requests for Registration . Subject to the terms and conditions set forth herein, at any time and from time to time following the fifth (5 ^th ) year anniversary of the date hereof, any holder or group of holders of Investor Registrable Securities (including for this purpose any of such holder’s affiliates that also hold Investor Registrable Securities) holding at least 50% of all of the then outstanding Investor Registrable Securities (in the case of a Long-Form Registration, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may request from the Company registration under the Securities Act of all or any portion of such holders’ and their affiliates’ Registrable Securities on Form S-1 or any similar long-form registration (“ Long-Form Registrations” ), or, if available, on Form S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration (“ Short-Form Registrations” ), if available. All registrations requested pursuant to this Section 1(a) are referred to herein as “ Demand Registrations. ” Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share or per unit price range for such offering. Within 20 days after receipt of any such request, unless the Company has converted the request into a Piggyback Registration in accordance with Section 2 of this Agreement, in which case Section 2 shall govern it, the Company shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to Section 1(e) below, shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 days after the receipt of the Company’s notice. It shall be a condition to making a Demand Registration that the aggregate offering price of the Registrable Securities to be registered by the Investors making the

demand is, in the case of a Long-Form Registration, at least $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price).

(b) Investor Long-Form Registrations. The holders of Investor Registrable Securities shall be entitled to request pursuant to Section 1(a) up to two Long-Form Registrations. The Company shall pay all Registration Expenses (as defined in Section 5 ) of each such Long-Form Registration requested, whether or not, except as provided below, any such registration is consummated.

(c) Investor Short-Form Registrations . In addition to the Long-Form Registrations provided pursuant to Section 1(b), the holders of Investor Registrable Securities shall be entitled to request pursuant to Section 1(a) up to four (4) Short-Form Registrations. The Company shall pay all Registration Expenses, of each such Short-Form Registration requested, whether or not, except as provided below, any such registration is consummated. Demand Registrations shall be Short-Form Registrations whenever the Company is permitted to use any applicable short form. After the Company has become subject to the reporting requirements of the Securities Exchange Act, the Company shall use best efforts to make Short-Form Registrations on Form S-3 available for the sale of Registrable Securities. If the Company, pursuant to the request of the holder(s) of a majority of Investor Registrable Securities, is qualified to and has filed with the Securities Exchange Commission a registration statement under the Securities Act on Form S-3 pursuant to Rule 415 under the Securities Act (the “ Required Registration ”), then the Company shall use best efforts to cause the Required Registration to be declared effective under the Securities Act as soon as practicable after filing, and, once effective, the Company shall cause such Required Registration to remain effective for a period ending on the earlier of (i) the date on which all Investor Registrable Securities included in such registration have been sold pursuant to the Required Registration, or (ii) the date as of which the holder(s) of Investor Registrable Securities included in such registration (assuming such holder(s) are affiliates of the Company) are able to sell all of their Investor Registrable Securities included in such registration within a 90-day period in compliance with Rule 144 under the Securities Act. At any time or from time to time after the date hereof, any holder of Investor Registrable Securities shall have the right to request, by delivery of a written notice to the Company, that the Company effect an underwritten offering of all or a portion of the Registrable Securities included in an existing Required Registration and, as soon as reasonably practicable after receiving such notice (but in no event later than twenty (20) days after receiving such notice), the Company shall file with the Securities and Exchange Commission such amendments to the applicable Required Registration and such prospectus supplements or other filings as are necessary in connection with the underwritten offering of the Registrable Securities subject to the Required Registration.

(d) Non-Effective Demand Registrations . For purposes of the limitations on the number of Demand Registrations that can be made under this Section 1, a Demand Registration shall not be counted until such time as the registration statement relating thereto has been declared effective under the Securities Act (unless the Investors requesting the Demand Registration withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Investors after the date on which such registration was requested)) and elect not to pay the

Registration Expenses therefor. In addition, for purposes of this Section 1, a Demand Registration shall not be counted if, as a result of an exercise of an underwriter’s cut-back provisions, less than 30% of the total number of Registrable Securities that Investors have requested to be included in such Registration Statement are so included.

(e) Priority on Demand Registrations . The Company shall be permitted to give holders (“Other Holders”) of Common Stock or of securities convertible into Common Stock that are not Investors the right to include some or all of their Common Stock in a Demand Registration, regardless of whether those holders have contractual registration rights, without the prior written consent of the holders of a majority of Investor Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, in their opinion, the number of Registrable Securities and other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of Investor Registrable Securities to be included in such registration, then, subject to that certain Securities Purchase Agreement (the “ TARP Agreement” ), dated as of February 27, 2009, by and between the United States Department of the Treasury and the Company, the Company shall include in such registration, prior to the inclusion of any securities that are not Registrable Securities, first, the number of Investor Registrable Securities requested to be included that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder, and thereafter, the securities of Other Holders, if any.

(f) Restrictions on Demand Registrations . The Company shall not be obligated to effect any Long-Form Registration within 180 days after the effective date of a previous Long-Form Registration or a previous registration in which the holders of Registrable Securities were given piggyback rights pursuant to Section 2 ; provided however that the foregoing limitation shall not be effective in the case of piggyback rights, other than in the case of the Company’s initial Public Offering, unless in connection with the piggyback rights there was no reduction in the number of Registrable Securities requested to be included. In addition, the Company shall not be obligated to effect more than two (2) Short Form Registrations in any one twelve (12) month period. The Company may postpone for up to 180 days the filing or the effectiveness of a registration statement for a Demand Registration if the Company and the holders of a majority of Investor Registrable Securities agree that such Demand Registration would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its Subsidiaries to acquire financing, engage in any acquisition of assets (other than in the ordinary course of business), or engage in any merger, consolidation, tender offer, reorganization, or similar transaction; provided that, in such event, the holders of Investor Registrable Securities initially requesting such Demand Registration shall be entitled to withdraw such request and the Company shall pay all Registration Expenses in connection with such registration. The Company may delay a Demand Registration hereunder only once in any 12-month period.

(g) Selection of Underwriters . Except to the extent otherwise provided in this Section 1(g) , the holders of a majority of the Investor Registrable Securities included in any

Demand Registration shall have the right to select the investment banker(s) and manager(s) to administer the offering.

(h) Other Registration Rights . Except as provided in this Agreement and the TARP Agreement, the Company may, without the consent of the Investors, grant Other Holders the right to request that the Company include the Other Holders’ securities in Demand Registrations or Company Registrations so long as the agreements relating to such grants specifically provide that, for so long as there are any Registrable Securities outstanding and this Agreement is in force and effect, they (i) are specifically subject to this Agreement and the priorities established in this Agreement and (ii) do not give the Other Holders any right to initiate any registrations of securities of the Company under the Securities Act.

(i) Obligations of Holders of Registrable Securities. Subject to the Company’s obligations under Section 4(e) hereof, each holder of Registrable Securities shall promptly cease using any prospectus after receipt of written notice from the Company of the happening of any event as a result of which such prospectus contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading in light of the circumstances under which they were made or is otherwise not legally available to support sales of Registrable Securities.

(j) Termination of Rights . The right of any holder of Registrable Securities to request Demand Registrations or to request inclusion in Piggyback Registrations under Section 2 of this Agreement shall terminate upon the earliest time after an initial Public Offering at which such holder of Registrable Securities (i) can sell all shares held by it in compliance with Rule 144(b)(1)(i) or (ii) holds one percent (1%) or less of the Company’s outstanding Common Stock and all Registrable Securities held by such holder (together with any Affiliate of the holder with whom such holder must aggregate its sales under Rule 144) can be sold in any three (3) month period without registration in compliance with Rule 144.

2. Piggyback Registrations.

(a) Right to Piggyback . Whenever the Company proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third-party) under the Securities Act (other than (i) pursuant to a Demand Registration, which is addressed by Section 1 , or (ii) in connection with registrations on Form S-4 or Form S-8 or any successor or similar forms) and the registration form to be used may be used for the registration of Registrable Securities (a “ Piggyback Registration ”), the Company shall give prompt written notice (and in any event within three business days after its receipt of notice of any exercise of demand registration rights other than under this Agreement) to all holders of Registrable Securities of its intention to effect such a registration and shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 days after the receipt of the Company’s notice.

(b) Piggyback Expenses. The Registration Expenses of the holders of Registrable Securities shall be paid by the Company in all Piggyback Registrations, whether or not any such registration is consummated.

(c) Priority on Primary Registrations . If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that, in their opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, then, subject to the TARP Agreement, the Company shall include in such registration, (i) first, the securities the Company proposes to sell that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering, (ii) second, the Registrable Securities requested to be included in such registration that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering (if any), pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder, and (iii) third, the other securities requested to be included in such registration that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering (if any).

(d) Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities other than holders of Registrable Securities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 1 above rather than this Section 2(d) ), and the managing underwriters advise the Company in writing that, in their opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Registrable Securities to be included in such registration, then, subject to the TARP Agreement, the Company shall include in such registration, (i) first, the securities requested to be included therein by the holders requesting such registration and the Registrable Securities requested to be included in such registration, in each case that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering (if any), pro rata among the holders of such securities and the holders of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such holder, and (ii) second, the other securities requested to be included in such registration that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering (if any).

(e) Selection of Underwriters. If any Piggyback Registration is an underwritten offering, then the Company shall select the investment banker(s) and manager(s) to administer the offering.

(f) Other Registrations . If the Company has previously filed a registration statement with respect to Registrable Securities pursuant to Section 1 or pursuant to this Section 2 , and if such previous registration has not been withdrawn or abandoned, then, unless such previous registration is a Required Registration, the Company shall not file or cause to be effected any other registration of any of its equity securities or securities convertible or exchangeable into or exercisable for its equity securities under the Securities Act (except on Form S-4 or Form S-8 or any successor form), whether on its own behalf or at the request of any holder or holders of such securities, until a period of at least 180 days has elapsed from the effective date of such previous registration.

3. Lockup Agreements; Transfers; Legend.

(a) Each holder of Registrable Securities agrees that in connection with the Company’s initial public offering and any Demand Registration or Piggyback Registration that is an underwritten public offering of the Company’s equity securities, he, she or it shall not (i) offer, sell, contract to sell, pledge or otherwise dispose of (including sales pursuant to Rule 144), directly or indirectly, any equity securities of the Company (including equity securities of the Company that may be deemed to be owned beneficially by such holder in accordance with the rules and regulations of the Securities and Exchange Commission) (collectively, the “ Securities ”), or any securities, options, or rights convertible into or exchangeable or exercisable for Securities (the “ Other Securities” ), (ii) enter into a transaction which would have the same effect as described in clause (i) of this section, (iii) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences or ownership of any Securities or Other Securities, whether such transaction is to be settled by delivery of such Securities, Other Securities, in cash or otherwise, or (iv) publicly disclose the intention to enter into any transaction described in clauses (i) , (ii) or (iii) above, from the date on which the Company gives notice to the holders of Registrable Securities that a preliminary prospectus has been circulated for such underwritten public offering to the date that is 180 days following the date of the final prospectus for such underwritten public offering (or such shorter period as agreed to by the underwriters designated as “book-runners” managing such registered public offering), unless such book-runners otherwise agree in writing (such period, the “ Holdback Period” ). If (x) the Company issues an earnings release or other material news or a material event relating to the Company and its Subsidiaries occurs during the last 17 days of the Holdback Period or (y) prior to the expiration of the Holdback Period, the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of the Holdback Period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with NASD Rule 2711(f)(4), the Holdback Period shall be extended until 18 days after the earnings release or the occurrence of the material news or event, as the case may be (such period referred to herein as the “ Holdback Extension Period” ). The Company may impose stop-transfer instructions with respect to its securities that are subject to the foregoing restriction until the end of such period, including any period of Holdback Extension.

(b) In connection with any underwritten public offering of the Company’s equity securities, each holder of Registrable Securities agrees to enter into any holdback, lockup or similar agreement requested by the underwriters managing such registered public offering that the holders of a majority of Investor Registrable Securities agree to enter into. In addition, notwithstanding any other provision contained in this Agreement, the Company shall not include in any underwritten Demand Registration or Piggyback Registration any portion of the Registrable Securities held by any members of management of the Company which the underwriter of such Demand Registration or Piggyback Registration reasonably believes is likely to adversely affect such offering.

(c) The Company (i) shall not effect any public sale or distribution of its equity securities, or any securities, options, or rights convertible into or exchangeable or exercisable for such securities, during the seven days prior to and during the 90-day period beginning on the effective date of any underwritten Demand Registration or any underwritten

Piggyback Registration, in the case of the Company’s initial public offering, and during the 180-day period beginning on the effective date of any other underwritten Demand Registration or any underwritten Piggyback Registration (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor form) or, in the event of a Holdback Extension, for such longer period until the end of such Holdback Extension Period, unless the underwriters managing the registered public offering otherwise agree, and (ii) to the extent not inconsistent with applicable law, except as otherwise permitted by the holders of a majority of Investor Registrable Securities, shall cause each holder of its equity securities, or any securities convertible into or exchangeable or exercisable for equity securities, purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution (including sales pursuant to Rule 144) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agree.

(d) Notwithstanding anything to the contrary herein, except in the case of (i) a transfer to the Company, (ii) a transfer by an Investor to its partners or members in connection with a pro rata in-kind distribution thereto or (iii) a Public Sale permitted hereunder ( clauses (i) through (iii) , a “ Permitted Transfer” ), prior to transferring any Registrable Securities to any Person (including by operation of law), the transferring securityholder shall cause the prospective transferee to execute and deliver to the Company a counterpart of this Agreement thereby agreeing to be bound by the terms hereof; provided, however, that in the case of a transfer described in clause (ii), if following the transfer the transferee will hold at least 1% of the then issued and outstanding Common Stock of the Company (determined on an as converted basis), the transferring Securityholder shall in any case cause the prospective transferee to execute and deliver to the Company a written agreement in form reasonably satisfactory to the Company under which the transferee agrees to be bound by this Section of the Agreement. Any transfer or attempted transfer of any Registrable Securities in violation of any provision of this Agreement shall be void, and the Company shall not record such transfer on its books or treat any purported transferee of such securities as the owner of such securities for any purpose. Other than in the case of a Permitted Transfer, whether or not any such transferee has executed a counterpart hereto, such transferee shall be subject to the obligations of the transferor hereunder.

(e) Each certificate evidencing any Securities or Other Securities held by a securityholder and each certificate issued in exchange for or upon the transfer of any such securities (unless such securities are permitted to be transferred pursuant to this Agreement and, if such securities were Registrable Securities, would no longer be Registrable Securities after such transfer) shall be stamped or otherwise imprinted with a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF , 2012 AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND CERTAIN OF THE COMPANY’S SECURITYHOLDERS, AS AMENDED. A COPY OF SUCH REGISTRATION RIGHTS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”

The Company shall imprint such legend on certificates evidencing Securities and Other Securities outstanding prior to the date hereof. The legend set forth above shall be removed from the certificates evidencing any securities which are transferred pursuant to a Permitted Transfer.

4. Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as expeditiously as possible:

(a) prepare and, within 60 days after the end of the period within which requests for registration may be given to the Company, file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities and use best efforts to cause such registration statement to become effective as soon as practicable thereafter, in each case in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder; provided that, before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected pursuant to Section 5(b) by the holders of a majority of Investor Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and comment of such counsel;

(b) notify in writing each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than (x) the period set forth in Section 1(c) , with respect to Required Registrations and (y) with respect to all other registration statements, 180 days (or, if such registration statement relates to an underwritten offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer), and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;

(c) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus), each Free Writing Prospectus and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;

(d) use best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller of Registrable Securities to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller of Registrable Securities, provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not

otherwise be required to qualify but for this Section 4(d), (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction;

(e) promptly notify in writing each seller of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement (i) contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading in light of the circumstances under which they were made or (ii) is otherwise not legally available to support sales of Registrable Securities, and, at the request of the holders of a majority of Investor Registrable Securities covered by such registration statement, the Company shall promptly prepare and furnish to each such seller a reasonable number of copies of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading in light of the circumstances under which they were made;

(f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed;

(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;

(h) enter into and perform such customary agreements (including underwriting agreements in customary form) and take all such other actions as the holders of a majority of Investor Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of Registrable Securities (including participation in “road shows,” investor presentations and marketing events, and effecting a share split or a combination of shares);

(i) make available for inspection by any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant, or other agent retained by any such underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such underwriter, attorney, accountant, or agent in connection with such registration statement and assist and, at the request of any participating underwriter, use reasonable best efforts to cause such officers or directors to participate in presentations to prospective purchasers;

(j) otherwise use best efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

(k) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related

prospectus or suspending the qualification of any equity securities included in such registration statement for sale in any jurisdiction, the Company shall use reasonable best efforts promptly to obtain the withdrawal of such order;

(l) use best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities;

(m) take all reasonable actions to ensure that any Free Writing Prospectus utilized in connection with any Demand Registration or Piggyback Registration hereunder complies with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(n) obtain one or more cold comfort letters, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement and addressed to the underwriters), from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the holders of a majority of Investor Registrable Securities being sold in such registered offering reasonably request; and

(o) provide a legal opinion of the Company’s outside counsel, dated the effective date of such registration statement (or, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement and addressed to the underwriters), with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature.

5. Registration Expenses.

(a) Subject to Section 5(b) below, all expenses incident to the Company’s performance of or compliance with this Agreement, including all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, travel expenses, filing expenses, messenger and delivery expenses, fees and disbursements of custodians, and fees and disbursements of counsel for the Company, and fees and disbursements of all independent certified ·public accountants, underwriters including, if necessary, a “qualified independent underwriter” within the meaning of the rules of the National Association of Securities Dealers, Inc. (in each case, excluding discounts and commissions), and other Persons retained by the Company or by holders of Investor Registrable Securities or their affiliates on behalf of the Company (all such expenses being herein called “ Registration Expenses ”), shall be borne as provided in this Agreement, except that the Company shall, in any event, pay its internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any

liability insurance, and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed. Notwithstanding the foregoing, if a Demand Registration is withdrawn at the request of the Investors requesting the Demand Registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Investor after the date on which such registration was requested) and if those Investors elect not to have such registration counted as a registration requested under Section 1, the Investors electing to participate in the Demand Registration shall pay the Registration Expenses of such registration pro rata in accordance with the number of their Registrable Securities included in such registration.

(b) In connection with each Demand Registration and each Piggyback Registration, the Company shall reimburse the holders of Registrable Securities included in such registration for up to $100,000 of the reasonable fees and disbursements of one counsel chosen by the holders of a majority of the Investor Registrable Securities included in each such registration.

(c) To the extent Registration Expenses are not required to be paid by the Company, each holder of securities included in any registration hereunder shall pay those Registration Expenses allocable to the registration of such holder’s securities so included, and any Registration Expenses not so allocable shall be borne by all sellers of securities included in such registration in proportion to the aggregate selling price of the securities to be so registered.

6. Indemnification .

(a) The Company agrees to indemnify and hold harmless, to the fullest extent permitted by law, each holder of Registrable Securities, its officers, directors, agents, and employees, and each Person who controls such holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities, and expenses (or actions or proceedings, whether commenced or threatened, in respect thereof), whether joint and several or several, together with reasonable costs and expenses (including reasonable attorney’s fees) to which any such indemnified party may become subject under the Securities Act or otherwise (collectively, “ Losses” ) caused by, resulting from, arising out of, based upon or relating to (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus or preliminary prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 6 , collectively called an “ application ”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify any securities covered by such registration under the blue sky or securities laws thereof, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation by the Company of any rule or regulation promulgated pursuant to any federal, state or common law rule or regulation including the Securities Act, applicable to the Company and relating to action or inaction required of the Company in connection with any such registration hereunder, and the Company will reimburse such holder and each such director, officer and controlling Person for any legal or any other expenses incurred by them in connection with investigating or defending any such Losses; provided that the Company shall not be liable in any such case to the extent that any such Losses

result from, arise out of, are based upon, or relate to an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus, or preliminary prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and furnished in writing to the Company by such holder expressly for use therein or by such holder’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such holder with a sufficient number of copies of the same. In connection with an underwritten offering, the Company shall indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the holders of Registrable Securities.

(b) In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder will furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the fullest extent permitted by law, shall indemnify and hold harmless the other holders of Registrable Securities and the Company, and their respective officers, directors, agents and employees, and each other Person who controls the Company (within the meaning of the Securities Act) against any Losses caused by, resulting from, arising out of, based upon, or relating to (i) any untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus, or any amendment thereof or supplement thereto or in any application, or (ii) any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is made in such registration statement, any such prospectus or preliminary prospectus or any amendment or supplement thereto, or in any application, in each case, in reliance upon and in conformity with written information prepared and furnished to the Company by such holder expressly for use therein, and such holder will reimburse the Company and each such other indemnified party for any legal or any other expenses incurred by them in connection with investigating or defending any such Losses; provided that the obligation to indemnify will be individual, not joint and several, for each holder and shall be limited to the net amount of proceeds received by such holder from the sale of Registrable Securities pursuant to such registration statement.

(c) Any Person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any Person’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, then the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict

of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.

(d) The indemnification provided for under this Agreement shall be in addition to any other rights to indemnification or contribution which any indemnified party may have pursuant to law or contract, and will remain in full force and effect regardless of any investigation made or omitted by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and shall survive the transfer of securities.

(e) If the indemnification provided for in this Section 6 is unavailable to or is insufficient to hold harmless an indemnified party under the provisions above in respect to any Losses referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Losses (i) in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and the sellers of Registrable Securities and any other sellers participating in the registration statement on the other hand or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, then in such proportion as is appropriate to reflect not only the relative fault referred to in clause (i) above but also the relative benefit of the Company on the one hand and of the sellers of Registrable Securities and any other sellers participating in the registration statement on the other in connection with the statement or omissions which resulted in such Losses, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the sellers of Registrable Securities and any other sellers participating in the registration statement on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) to the Company bear to the total net proceeds from the offering (before deducting expenses) to the sellers of Registrable Securities and any other sellers participating in the registration statement. The relative fault of the Company on the one hand and of the sellers of Registrable Securities and any other sellers participating in the registration statement on the other shall be determined by reference to, among other things, whether the untrue statement or alleged omission to state a material fact relates to information supplied by the Company or by the sellers of Registrable Securities or other sellers participating in the registration statement and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.

(f) The Company and the sellers of Registrable Securities agree that it would not be just and equitable if contribution pursuant to this Section 6 were determined by pro rata allocation (even if the sellers of Registrable Securities were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in Section 6(e) above. The amount paid or payable by an indemnified party as a result of the Losses referred to in Section 6(e) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 6 , no seller of Registrable Securities shall be required to contribute pursuant to this Section 6 any amount in excess of the sum of (i) any amounts paid pursuant to Section 6(b) above and (ii) the net proceeds received by such seller from the sale of Registrable Securities covered by the registration statement filed pursuant hereto. No Person guilty of fraudulent misrepresentation (within the meaning of section 11(f) of

the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

7. Participation in Underwritten Registrations.

(a) No Person may participate in any underwritten registration hereunder unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration unless holders of a majority of the Investor Registrable Securities have agreed in writing to do so) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder and such holder’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 6 hereof.

(b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(e) above, such Person will immediately discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person’s receipt of the copies of a supplemented or amended prospectus as contemplated by Section 4(e) . In the event the Company shall give any such notice, the applicable time period mentioned in Section 4(b) during which a Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 7(b) to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 4(e) .

8. Additional Securityholders. In connection with the issuance of any additional equity securities of the Company after the date of this Agreement to one or a group of Persons purchasing at least Fifty Million Dollars ($50,000,000) of securities of the Company in the aggregate, the Company may without the prior consent of the Investors permit such Person or Persons to become a party to this Agreement and to receive all of the rights and obligations of a holder of any particular category of Registrable Securities under this Agreement by obtaining an executed counterpart signature page to this Agreement, and, upon such execution, such Person or Persons shall for all purposes be a holder of such category of Registrable Securities and party to this Agreement. In connection with any other issuance of additional equity securities of the Company, the Company, with the consent of the Investors holding at least a majority of the then outstanding Investor Registrable Securities, which consent may be withheld in such Investors’ sole discretion, may permit such Person to become a party to this Agreement and succeed to all of the rights and obligations of a holder of any particular category of Registrable Securities under this Agreement by obtaining an executed counterpart signature page to this Agreement, and,

upon such execution, such Person shall for all purposes be a holder of such category of Registrable Securities and party to this Agreement.

9. Subsidiary Public Offering. If, after an initial public offering of the equity securities of a Subsidiary of the Company, the Company distributes securities of such Subsidiary to shareholders of the Company, then the rights and obligations of the Company pursuant to this Agreement shall apply, mutatis mutandis , to such Subsidiary, and the Company shall cause such Subsidiary to comply with such Subsidiary’s obligations under this Agreement.

10. Definitions .

(a) “ Common Stock ” means, collectively, (i) the common equity securities of the Company and any other class or series of authorized capital stock of the Company that is not limited to a fixed sum or percentage of par or stated value in respect of the rights of the holders thereof to participate in dividends or in the distribution of assets upon any liquidation, dissolution or winding up of the Company, and (ii) any common stock of a Subsidiary of the Company distributed by the Company to its shareholders.

(b) “ Free Writing Prospectus ” means a free-writing prospectus, as defined in Rule 405 of the Securities Act.

(c) “ Investor Registrable Securities ” means, (i) any Common Stock issued or distributed in respect of shares of the Company issued to the Investors, (ii) any Common Stock issued or issuable upon the conversion of any securities issued to Investors, including Series C Preferred Stock issued to Investors pursuant to the Purchase Agreement, (iii) any common equity securities of the Company or a Subsidiary issued or issuable with respect to the securities referred to in clause (i) above by way of dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or other reorganization, and (iv) other Common Stock held by Persons holding securities described in clauses (i) , (ii) and (iii) above.

(d) “ Person ” means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, an investment fund, any other business entity and a governmental entity or any department, agency or political subdivision thereof.

(e) “ Public Offering ” means the sale in an underwritten public offering registered under the Securities Act of the equity securities of the Company (or any successor thereto) approved by the Company’s board of directors.

(f) “ Public Sale ” means any sale of Registrable Securities (i) to the public pursuant to an offering registered under the Securities Act or (ii) to the public through a broker, dealer or market maker pursuant to the provisions of Rule 144 (other than Rule 144(b) prior to a Public Offering) adopted under the Securities Act.

(g) “ Registrable Securities ” means Investor Registrable Securities. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when they (i) have been distributed to the public pursuant to an offering registered under the Securities Act or sold to the public through a broker, dealer, or market maker in compliance with Rule 144

under the Securities Act (or any similar rule then in force), (ii) have been distributed to the partners, members or unit holders of any Investor (unless such Investor elects otherwise), (iii) have been effectively registered under a registration statement including a registration statement on Form S-8 (or any successor form), or (iv) have been repurchased by the Company. For purposes of this Agreement, a Person shall be deemed to be a holder of Registrable Securities whenever such Person has the right to acquire such Registrable Securities, whether or not such acquisition has actually been effected.

(h) “ Securities Act ” means the Securities Act of 1933, as amended, or any successor federal law then in force, together with all rules and regulations promulgated thereunder.

(i) “ Securities Exchange Act ” means the Securities Exchange Act of 1934, as amended, or any successor federal law then in force, together with all rules and regulations promulgated thereunder.

(j) “ Subsidiary ” means, with respect to any Person, any corporation, limited liability company, partnership, association, or business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association, or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association, or other business entity gains or losses or shall be or control any managing director or general partner of such limited liability company, partnership, association, or other business entity. For purposes hereof, references to a “ Subsidiary ” of any Person shall be given effect only at such times that such Person has one or more Subsidiaries, and, unless otherwise indicated, the term “ Subsidiary ” refers to a Subsidiary of the Company.

(k) Unless otherwise stated, other capitalized terms contained herein have the meanings set forth in the Purchase Agreement.

11. Miscellaneous .

(a) No Inconsistent Agreements; Entire Agreement . The Company will not hereafter enter into any agreement with respect to its securities that is inconsistent with or violates the rights granted to the holders of Registrable Securities in this Agreement. This Agreement, those documents expressly referred to herein and other documents of even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, that may have related to the subject matter hereof in any way.

(b) Adjustments Affecting Registrable Securities. The Company shall not take any action, or permit any change to occur, with respect to its securities that would adversely affect the ability of the holders of Registrable Securities to include such Registrable Securities in a registration undertaken pursuant to this Agreement or that would adversely affect the marketability of such Registrable Securities in any such registration (including effecting a share or unit split or a combination of shares or units).

(c) Remedies . Any Person having rights under any provision of this Agreement shall be entitled to enforce such rights specifically, to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or other security) for specific performance and for other injunctive relief in order to enforce or prevent violation of the provisions of this Agreement. Nothing contained in this Agreement shall be construed to confer upon any Person who is not a signatory hereto any rights or benefits, whether as a third-party beneficiary or otherwise.

(d) Amendments and Waivers .

(i) Subject to Sections 11(d)(ii) and 11(d)(iii) , any provision of this Agreement may be amended or modified if, but only, if such amendment or modification is in writing and is approved in writing by the Company and the holders of a majority of Investor Registrable Securities.

(ii) Notwithstanding Section 11(d)(i) but subject to Section 11(d)(iii) , if an amendment or modification of this Agreement:

(A) would alter or change the special rights hereunder of a holder of Registrable Securities or group of holders of Registrable Securities specifically granted such special rights by name, such amendment or modification shall not be effective against such holder of Registrable Securities or group of holders of Registrable Securities (as the case may be) without the prior written consent of such holder of Registrable Securities or, in the case of a group of holders of Registrable Securities, the holders of at least a majority of Registrable Securities held by such group of holders of Registrable Securities; or

(B) would alter or change the powers, preferences or special rights hereunder of the holders of a class of Registrable Securities (holders of such class, the “ Subject Securityholders ”) so as to affect them materially and adversely different than the holders of any other class of Registrable Securities, such amendment or modification shall not be effective against the Subject Securityholders without the prior written consent of the holders of at least a majority of such class of Registrable Securities held by the Subject Securityholders.

(iii) The provisions of Section 11(d)(i) and 11(d)(ii) shall not apply to any amendments or modifications otherwise expressly permitted by this Agreement

(including, without limitation, in connection with adding a party hereto pursuant to Section 8 hereof). The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

(e) Successors and Assigns . All covenants and agreements in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit and detriment of the respective successors and assigns of the parties hereto whether so expressed or not. In addition, whether or not any express assignment has been made, the provisions of this Agreement which are for the benefit or detriment of purchasers or holders of Registrable Securities are also for the benefit of, and enforceable by, and for the detriment of, and enforceable against, any subsequent holder of Registrable Securities.

(f) Severability . Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

(g) Counterparts. This Agreement may be executed simultaneously in two or more counterparts (including by means of facsimile), any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Agreement.

(h) Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. Whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine, or neuter forms, and the singular form of nouns, pronouns, and verbs shall include the plural and vice versa. The use of the word “ including ” in this Agreement shall be, in each case, by way of example and without limitation. The use of the words “ or ” “ either, ” and “ any ” shall not be exclusive. Reference to any agreement, document, or instrument means such agreement, document, or instrument as amended or otherwise modified from time to time in accordance with the terms thereof, and, if applicable, hereof.

(i) Governing Law. The Pennsylvania Business Corporation Law, as applicable, shall govern all issues and questions (including any tort and non-contractual claims) concerning the relative rights of the Company and its securityholders. All other issues and questions concerning the construction, validity, interpretation, and enforcement of this Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

(j) MUTUAL WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(k) Notices . All notices, demands, or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when delivered personally to the recipient, sent to the recipient by reputable overnight courier service (charges prepaid), mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid or telecopied to the recipient (with hard copy sent to the recipient by reputable overnight courier service (charges prepaid) that same day) if telecopied before 5:00 p.m. San Francisco, California time on a business day, and otherwise on the next business day. Such notices, demands, and other communications shall be sent to each Investor at the addresses indicated on the Schedule of Holders and to the Company at the address of its corporate headquarters or to such other address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party.

(l) No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

(m) Electronic Delivery. This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a photographic, photostatic, facsimile or similar reproduction of such signed writing using a facsimile machine or electronic mail shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine or electronic mail to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or electronic mail as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.

* * * * *

The parties have executed this Registration Rights Agreement as of the date first above written.


TRISTATE CAPITAL HOLDINGS, INC.

By:	/s/ James F. Getz
Name:	James F. Getz
Title:	Chairman of the Board and CEO

LM III TRISTATE HOLDINGS LLC

By:	LOVELL MINNICK EQUITY PARTNERS III LP, its managing member

	By:	Lovell Minnick Equity Advisors III
		LP, its general partner

	By:	Fund III UGP LLC, its general partner

	By:	Lovell Minnick Partners LLC, its managing member

By:	/s/ James E. Minnick
Name:	James E. Minnick
Title:	Managing Director

LM III-A TRISTATE HOLDINGS LLC

By:	LOVELL MINNICK EQUITY PARTNERS III-A LP, its managing member

	By:	Lovell Minnick Equity Advisors III LP, its general partner

	By:	Fund III UGP LLC, its general partner

	By:	Lovell Minnick Partners LLC, its managing member

By:	/s/ James E. Minnick
Name:	James E. Minnick
Title:	Managing Director

Exhibit 10.9

TRISTATE CAPITAL BANK

SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

THIS AGREEMENT , made as of this 28th day of February, 2013, between TriState Capital Holdings, Inc. , a Pennsylvania corporation, its wholly owned subsidiary, TriState Capital Bank , a state commercial bank located in Pittsburgh, PA (TriState Capital Holdings, Inc. and TriState Capital Bank are collectively referred to herein as the “Bank,” unless the context indicates otherwise), and James F. Getz (the “Executive”). The Bank and the Executive shall be individually referred to as a “Party” and collectively referred to as the “Parties.”

RECITALS:

1. The Executive is currently a valued employee of the Bank who is a member of a select group of management and a highly-compensated employee of the Bank; and

2. The Bank wishes to induce the Executive’s continued employment by supplementing the Executive’s retirement income; and

3. The Bank desires to establish, effective as of January 31, 2013 (“Effective Date”), a non-qualified unfunded supplemental executive retirement agreement with the Executive in accordance with Section 409A of the Code as hereafter defined.

NOW, THEREFORE , in consideration of the foregoing, the Bank and the Executive agree as follows:

Section 1. Definitions . A number of terms are defined throughout this Agreement when the term is first used. In addition, unless the context clearly indicates otherwise, the following terms shall have the following meanings:

(a) “Cause” means: (1) insubordination or the repeated failure of the Executive to perform the responsibilities and duties for which he has been employed (other than a failure caused by Disability) following written notice from the Board or its delegate specifying the circumstances that give rise to Cause if the Executive does not correct such circumstances to the satisfaction of the Board or its delegate within seven (7) days of such notice; (2) the commission of an act by the Executive constituting material dishonesty or fraud against the Bank; (3) the conviction for or the entering of a guilty or no contest plea with respect to a felony; (4) chronic abuse of alcohol or any form of illegal substance abuse; or (5) the commission of an act by the Executive that the Board determines (and so notifies the Executive in writing) involves gross negligence or moral turpitude that brings the Bank or any of its affiliates into public disrepute or disgrace or causes material harm to the customer relations, operations or business prospects of the Bank or any of its affiliates.

(b) “Code” means the Internal Revenue Code of 1986, as amended, and rules, regulations, and guidance of general application issued there under by the Department of the Treasury.

(c) “Designated Beneficiary” means any person or persons (who may be designated contingently or successively) to whom payments are to be made under Section 2 and which are so designated by the Executive signing and delivering a form provided by the Bank for such purpose. A beneficiary designation form will be effective only after the signed form is filed with the Bank while the Executive is alive and such form will cancel all beneficiary designation forms signed and filed earlier with the Bank. If the Executive fails to designate a beneficiary as provided herein (including the beneficiary designation form being invalid for any reason, as may be determined by the Administrator), or if all the designated beneficiaries of the Executive die before the Executive or before complete payment of all amounts due hereunder, the Bank shall pay the unpaid amount to the legal representative or representatives of the estate of the last to die of the Executive and the Designated Beneficiary (or beneficiaries).

(d) “Disability” or “Disabled” means the Administrator’s determination that the Executive is unable to engage in any substantial gainful activity because of a medically determinable physical or mental impairment that can be expected to result in death or last for a continuous period of twelve (12) months or more.

(e) “Early Retirement” means a voluntary Termination by the Executive prior to Normal Retirement. A Termination for Cause, a Termination by the Bank without Cause, a Termination by the Executive for Good Reason, or a Termination on a account of death or following Disability are not an Early Retirement.

(f) “Discount Rate” means the applicable interest rate defined under Code Section 417(e)(3)(C).

(g) “Good Reason” means one of the following occurs, without the consent of the Executive: (i) a material decrease in the Executive’s base salary, (ii) a relocation of the Executive’s principal office (which is Pittsburgh, PA) to a location that is a material change (at least in excess of thirty-five (35) miles) from its location as of the Effective Date of this Agreement, (iii) a material diminution in the Executive’s authority, duties or responsibilities with the Bank, or (iv) any other action or inaction that constitutes a material breach of this Agreement by the Bank. Notwithstanding the foregoing, no termination of employment by the Executive shall constitute a “Termination for Good Reason” unless (A) the Executive gives the Bank written notice of the occurrence, explanation and identification of an event described in clause (i), (ii), (iii) or (iv) above, within sixty (60) days following the occurrence thereof, (B) the Bank does not remedy such event described in clause (i), (ii). (iii) or (iv) above, as applicable, within thirty (30) days of receiving the notice described in the preceding clause (A), and (C) the Executive terminates employment within sixty (60) days of the end of the cure period specified in clause (B), above.

(h) “Installment Payments” means the monthly payments made under this Agreement to the Executive. The amount of the Installment Payments following Early Retirement will be less than the amount Installment Payment under other circumstances.

(i) “Normal Retirement” means a voluntary Termination of employment on or after the date that is at least sixty (60) full months after the Effective Date of this Agreement.

(j) “Termination” means the voluntary or involuntary separation of the Executive from service with the Bank that constitutes a “separation from service” under Treas. Reg. Sec. 1.409A-1(h). The Administrator shall apply the following provisions in determining whether a Termination has occurred:

(1)

When the Executive provides services to the Bank as an employee, except as provided in clause (3) below, a Termination shall occur when such Executive has experienced a termination of employment with the Bank. The Executive shall be considered to have experienced a termination of employment when the facts and circumstances indicate that the Executive and the Bank reasonably anticipate that either (A) no further services will be performed for the Bank after a certain date, or (B) that the level of bona fide services the Executive will perform for the Bank after such date (whether as an employee or as an independent contractor) will permanently decrease to less than 50% of the average level of bona fide services performed by the Executive (whether as an employee or independent contractor) over the preceding thirty-six (36) month period (or the full period of services to the Bank if the Executive has been providing services to the Bank for less than thirty-six (36) months).

If the Executive is on military leave, sick leave, or other bona fide leave of absence, the employment relationship between the Executive and the Bank shall be treated as continuing intact, provided that the period of such leave does not exceed six (6) months, or if longer, so long as the Executive retains a right to reemployment with the Bank under an applicable statute or by contract. If the period of a military leave, sick leave, or other bona fide leave of absence exceeds six (6) months and the Executive does not retain a right to reemployment under an applicable statute or by contract, the employment relationship shall be considered to be terminated for purposes of this Agreement as of the first day immediately following the end of such six (6) month period. In applying the provisions hereof, a leave of absence shall be considered a bona fide leave of absence only if there is a reasonable expectation that the Executive will return to perform services for the Bank. Notwithstanding the foregoing, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death, or can be expected to last for a period of not less than six months, where such impairment causes the Executive to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, the employment relationship will not be terminated until the period of absence exceeds 29-months.

(2)

If the Executive provides services to the Bank as an independent contractor, except as otherwise provided in (3) below, a Termination shall occur upon the expiration of the contract (or in the case of more than one contract, all contracts) under which services are performed for the Bank, provided that the expiration of such contract(s) is determined by the Administrator to

constitute a good-faith and complete termination of the contractual relationship between the Executive and the Bank. An expiration of any such contract is not a good-faith and complete termination of the contractual relationship if the Bank anticipates renewing the contractual relationship with the Executive or hiring the Executive as an employee.

(3)

If the Executive provides services to the Bank as both an employee and an independent contractor, a Termination generally shall not occur until the Executive has ceased providing services for the Bank both as an employee and as an independent contractor, as determined in accordance with the provisions set forth in clause (1) and (2) above, respectively. Similarly, if the Executive either (A) ceases providing services for the Bank as an independent contractor and begins providing services for the Bank as an employee, or (B) ceases providing services for the Bank as an employee and begins providing services for the Bank as an independent contractor, the Executive will not be considered to have experienced a Termination until the Executive has ceased providing services for the Bank in both capacities, as determined in accordance with the applicable provisions set forth in (1) and (2) above.

Notwithstanding the foregoing provisions in this clause (3), if the Executive provides services for the Bank as both an employee and as a member of the board of directors (a “Director”), to the extent permitted by Treas. Reg. §1.409A-1(h)(5) the services provided by the Executive as a Director shall not be taken into account in determining whether the Executive has experienced a Termination of Employment as an employee, and the services provided by the Executive as an employee shall not be taken into account in determining whether the Executive has experienced a Termination of Employment or termination of services as a Director.

Section 2. Payment of Benefits .

(a) Normal Retirement Benefit . Upon the Executive’s Normal Retirement, the Bank shall pay the Executive, in lieu of any other benefit under this Agreement, $25,000 per month for a period of 180 consecutive months. The Installment Payments will commence not later than 30 days after the Executive’s Normal Retirement.

(b) Termination by the Bank Without Cause, Termination by the Executive for Good Reason, or Termination Following Disability . In the event of a Termination by the Bank without Cause, a Termination by the Executive for Good Reason, or a Termination following Disability, the Bank shall pay to the Executive the benefit described in this subsection 2(b) in lieu of any other benefit under this Agreement. Upon the Executive’s Termination under any of the circumstances described in this subsection 2(b), the Bank shall pay the Executive $25,000 per month for a period of 180 consecutive months. The Installment Payments will commence not later than 30 days after the Executive’s Termination under the circumstances described in this subsection 2(b).

(c) Early Retirement Benefit . Upon the Executive’s Early Retirement, the Bank shall pay the Executive, in lieu of any other benefit under this Agreement, 180 consecutive Installment Payments with each Installment Payment equal to the amount determined by multiplying (1) the number of complete full calendar months following the Effective Date of this Agreement that the Executive was employed by the Bank by (2) 416.67 (i.e., 1/60 of $25,000). The Installment Payments will commence not later than 30 days after the Executive’s Early Retirement.

(d) Death Prior to Termination . If the Executive dies prior to Termination, the Bank shall pay to the Executive’s Designated Beneficiary in one lump sum within 60 days following the Executive’s death an amount equal to the present value of the full benefit described in subsection 2(b), calculated as though the first installment was paid 30 days after the date of death, using a Discount Rate that was in effect on the date of Executive’s death (or on the next succeeding business day if death does not occur on a business day). The death benefit paid under this subsection 2(d) shall be in lieu of any other benefit under this Agreement.

(e) Death After Termination. If the Executive dies on or after Normal Retirement, Early Retirement, Termination by the Bank without Cause, a Termination by the Executive for Good Reason, or a Termination following Disability, the Bank shall pay to the Executive’s Designated Beneficiary in one lump sum within 60 days following the Executive’s death an amount equal to the present value of the remaining benefit described in subsection 2(a), 2(b), or 2(c), as is applicable, calculated by adjusting for any Installment Payments already made by the Bank, using the Discount Rate that was in effect on the date of Executive’s death (or on the next succeeding business day if death does not occur on a business day). If the Bank had not commenced paying Installment Payments at the time of the Executive’s death, the present value of the benefit will be calculated for purposes of this subsection 2(e) as though the first installment was paid 30 days after the date of death, using the Discount Rate that was in effect on the date of Executive’s death (or on the next succeeding business day if death does not occur on a business day).

(f) Compliance with Section 409A of the Code . Notwithstanding any other provision of this Agreement to the contrary, if the Executive is a “specified employee” as defined in Section 409A of the Code at the time of his Termination, the Executive will not be entitled to the payments under this Agreement until the earliest of (1) the date that is at least six months after Termination for reasons other than the Executive’s death, (2) the date of the Executive’s death, or (c) any earlier date that the Administrator determines does not result in additional tax or interest to the Executive under Section 409A of the Code; provided that any amounts that otherwise would have been paid to the Executive during such six month period shall cumulate and be paid in a single sum to the Executive on the first day of the seventh month following his Termination.

(g) Regulatory Compliance . Notwithstanding any other provision of this Agreement to the contrary, no benefit shall be paid under this Agreement if the Administrator determines such payment would be in violation of any rule or order of the Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency, the Federal Reserve or other Federal or state agency regulating banks and savings and loans.

(h) Effect of Change in Control . The payment of benefits under Section 2 is not affected by whether the payment event occurs before or after a change in control of the Bank, except to the extent that the form of benefit may be changed pursuant to an amendment under Section 7 that complies with Section 409A of the Code.

Section 3. Forfeitures & Restrictive Covenants .

(a) Forfeitures . The Executive’s benefits under this Agreement shall be forfeited upon:

(1)

the Executive’s Termination by the Bank for Cause or

(2)

the Executive’s breach of the covenants contained in this Agreement.

(b) Restrictive Covenants. The Executive agrees that in order to protect the Bank’s confidential information, to protect the Bank’s customer relationships with both its potential and existing customers, to protect its customer goodwill, and to protect the Bank from improper or unfair competition, he will not, directly or indirectly, during his employment and for a period of twenty-four (24) months from the date of his Termination of employment with the Bank, for any reason, whether such termination is voluntary or involuntary:

(1)

Non-Competition . Participate in the ownership or control of, act as an employee, agent, or contractor of, or provide any services to, or for, any business that is engaged in the Bank’s Business, or engage in any activity that is competitive with the Bank, within a fifty (50) mile radius of the Bank’s headquarters or any location or other office of the Bank. For purposes of these covenants, the “Bank’s Business” includes all services offered by the Bank at any time during the term of the Executive’s employment with the Bank. Notwithstanding anything to the contrary contained in this Agreement, the Bank agrees that the Executive may own up to two (2%) of the outstanding shares of the capital stock of a company whose securities are registered under Section 12 of the Securities Exchange Act of 1934.

(2)

Non-Solicitation of Bank Employees . Solicit, divert, or attempt to solicit or divert, from the Bank any employee or any person providing services to, or on behalf of, the Bank, or influence any such person to no longer serve as an employee or provide services to, or for, the Bank.

(3)

Non-Solicitation of Bank Customers or Potential Customers . Solicit, divert, or attempt to solicit or divert from the Bank, any work or business related to the Bank’s Business, or otherwise related to any activity that is competitive with the Bank, from any client or customer, or potential client or customer, of the Bank for either himself or any other entity that may employ, engage or associate with him in any fashion. He shall, no later than the date of termination with the Bank, whether voluntary or involuntary, inform the Bank of any known prospective business opportunities. For the purposes of this Agreement, “client(s)” or “customer(s)” of the Bank, shall mean any individual, corporation, limited

liability company, partnership, proprietorship, firm, association, or any other entity that the Bank has served during the twelve (12) months preceding the Executive’s termination from the Bank’s employ, and “potential client(s) or customer(s)” shall be any individual, corporation, limited liability company, partnership, proprietorship, firm, association or any other entity that the Bank has contacted, orally, in writing or in person to solicit, sell and/or deliver services to, or to which the Executive had any exposure through Bank meetings or marketing efforts, during the twelve (12) months preceding the date of the Executive’s termination from the Bank’s employ.

Section 4. Unfunded Arrangement . The Bank’s obligation to make payments to any person under this Agreement is purely contractual. The Parties do not intend that the amounts payable hereunder be held by the Bank in trust or as a segregated fund for the Executive, the Designated Beneficiary, or other person entitled to payments hereunder. The benefits provided under this Agreement shall be payable solely from the general assets of the Bank, and neither the Executive nor any other person entitled to payments hereunder shall have any interest in any assets of the Bank by virtue of this Agreement. The Bank’s obligation under this Agreement shall be merely that of an unfunded and unsecured promise of the Bank to pay money in the future. To the extent that this Agreement should be deemed to be a “pension plan,” the Parties intend that it be unfunded for Federal income tax purposes, as well as for Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

Section 5. Administration .

(a) Named Fiduciary and Administrator . The named fiduciary shall be the Bank. The named fiduciary shall have the authority to control and manage the operation and administration of this Agreement. The administration of this Agreement shall be under the supervision of an officer of the Bank (hereinafter referred to as the “Administrator”) overseen by a Director designated by the Board of Directors of the Bank (the “Board”). It shall be a principal duty of the Administrator to see that the Agreement is carried out, in accordance with the terms of the Agreement. The Executive shall not serve as the Administrator.

(b) Power of the Board or Designee . The Board, the Administrator and any persons designated to act for the Board shall have such powers as are necessary to discharge their duties, including but not limited to interpretation and construction of the Agreement, the determination of all questions of eligibility, benefits and all other related or incidental matters. The Board, the Administrator and any persons designated to act for the Board shall decide all questions in accordance with the terms of the controlling legal documents and applicable law and their good faith decision will be binding on the Bank, the Executive, and all other interested parties, subject to review or correction only when the interpretation or determination is arbitrary, capricious, contrary to law, or not supported by substantial evidence.

Section 6. Claims for Benefits .

(a) Any claim for specific benefits under this Agreement shall be made in writing to the Administrator. If any claim for benefits under this Agreement is wholly or partially denied, notice of the decision shall be furnished to the claimant within a reasonable period of time, not to exceed 90 days after receipt of the claim by the Administrator, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day period. In no event shall such extension exceed the period of 90 days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date on which the Administrator expects to render a decision.

(b) The Administrator shall provide every claimant who is denied a claim for benefits written notice setting forth, in a manner calculated to be understood by the claimant, the following: (1) specific reasons for the denial; (2) specific reference to pertinent provisions of the Agreement upon which the denial is based; (3) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and (4) an explanation of the Agreement’s claims review procedure as set forth below.

(c) The claimant may appeal the denial of his claim to the named fiduciary for a full and fair review. The claimant or his duly authorized representative may request a review upon written application to the Administrator, review pertinent documents, and submit issues and comments in writing. A claimant (or his duly authorized representative) shall request a review by filing a written application for review with the Board or its designee (the “Reviewer”) at any time within 60 days after receipt by the claimant of written notice of the denial of his claim.

(d) The decision on review shall be made by the Reviewer, who may, in his discretion, hold a hearing on the denied claim; the Reviewer shall make his decision promptly, and not later than 60 days after the Administrator receives the request for review, unless special circumstances require extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 days after receipt of the request for review. If such an extension of time for review is required, written notice of the extension (including the special circumstances requiring the extension of time) shall be furnished to the claimant prior to the commencement of the extension. In the event that the decision on review is not furnished within the time period set forth in this paragraph, the claim shall be deemed denied on review.

The decision on review shall be in writing and shall include reasons for the decision, written in a manner calculated to be understood by the claimant, and specific references to the pertinent provisions in the relevant documents on which the decision is based.

Section 7. Amendment and Termination . The Bank reserves the right to amend, terminate or extend this Agreement at any time. The Bank has established this Agreement with a bona fide intention and expectation that from year to year the Bank will deem it advisable to continue the Agreement in effect. However, the Board of the Bank, in its sole discretion, reserves the right to terminate this Agreement at any time; provided that a termination or amendment of this

Agreement shall not affect the Executive’s right to accrue and be paid benefits upon Termination in accordance with Section 2. No amendment or termination shall have the effect of accelerating the date of payment of any benefits under this Agreement unless such acceleration is in compliance with Section 409A of the Code. The Bank may also amend this Agreement to the extent such amendment is, in the judgment of the Bank’s outside legal counsel, necessary to conform the Agreement to the requirements of Section 409A of the Code and the rules, regulations, and guidance of general application issued thereunder by the Department of the Treasury.

Section 8. Miscellaneous .

(a) Spendthrift Clause . No benefits payable under this Agreement shall be subject to the claim of any creditor of the Executive (or Designated Beneficiary, if applicable) or to any legal process by any creditor of any such person. The Executive or Designated Beneficiary, if applicable, shall have no right to alienate, anticipate, pledge or assign any benefits under the Agreement.

(b) Successors in Interest . The Bank will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Bank, to expressly assume and agree to perform the Agreement in the same manner and to the same extent that the Bank would be required to perform if no succession had taken place.

(c) Rules of Construction . Section and subsection headings have been inserted for convenience of reference only and are to be ignored in any construction of the provisions hereof. If any provision of this Agreement shall for any reason be invalid or unenforceable, the remaining provisions shall nevertheless be valid, enforceable and fully effective. The Agreement shall be construed, administered and governed in all respects in accordance with Section 409A of the Code and under and by the laws of the Commonwealth of Pennsylvania to the extent applicable, and to the extent such laws are not applicable or superseded, by the laws of the United States including Section 409A of the Code. To the extent there is any conflict between the terms and provisions of this Agreement and Section 409A of the Code, which would result in the acceleration of any tax or the payment of any additional tax, penalty or interest, the provisions of Section 409A will govern to the extent necessary to avoid the acceleration of the payment of any tax or the payment of any additional tax, penalty or interest.

(d) Arbitration . After exhausting the administrative procedures contained in Section 6, any dispute or controversy arising under, or in connection with, the Agreement shall be settled exclusively by arbitration in accordance with the rules of the American Arbitration Association then in effect. The arbitration shall take place in Pittsburgh, Pennsylvania. Each party shall be responsible for its own costs, including fees for legal representation. Judgment may be entered on the arbitrator’s award in any court having jurisdiction.

(e) No Contract of Employment . This Agreement in no way constitutes a contract of employment between the Bank and the Executive and continued employment of the Executive by the Bank is not guaranteed.

(f) No Amendment of Other Plans . Nothing in this Agreement shall operate or be construed in any way to modify, amend or affect the terms and provisions of any employment agreement with the Executive or any pension, profit sharing or other benefit plan established by the Bank. This Agreement shall not affect the rights the Executive may have under any other employee benefit plan established by the Bank.

(g) Survivor Annuities and QDROs . Nothing contained in this Agreement is intended to give or shall give any spouse or former spouse of the Executive or any other person any right to benefits under this Agreement by virtue of Sections 401(a) (11) and 417 of the Code (relating to qualified preretirement survivor annuities and qualified joint and survivor annuities) or Sections 401(a)(13)(B) and 414(p) of the Code (relating to qualified domestic relations orders).

(h) Early Benefit Payments . Notwithstanding the preceding provisions of this Agreement and subject to the provisions of Section 409A of the Code, the Bank may make payments before they would otherwise be due if, based on a change in the Federal or applicable state tax or revenue laws, a published ruling or similar announcement issued by the Internal Revenue Service, a regulation issued by the Secretary of the Treasury, or a closing agreement made under Section 7121 of the Code that is approved by the Internal Revenue Service and involves the Executive, it determines that the Executive has or will recognize income for Federal or state income tax purposes with respect to amounts that are or will be payable under the Agreement before they otherwise would be paid. The amount of any payments pursuant to this Section shall not exceed the amount of the assessed or determined tax liability.

(i) Taxes . The Bank reserves the right to withhold all applicable Federal, state and local taxes on any monies paid to the Executive under this Agreement.

(j) Representations . This Agreement contains all representations, written or oral, made by the Bank to the Executive regarding the retirement benefits provided hereunder.

(k) Internal Revenue Code Section 280G . If the Bank’s independent accountants acting as auditors for the Bank determine that any or the aggregate value (as determined pursuant to Section 280G of the Code) of all payments, distributions, accelerations of vesting, awards and provisions of benefits by the Bank to or for the benefit of the Executive (whether paid or payable, distributed or distributable, accelerated, awarded or provided pursuant to the terms of this Agreement or otherwise), (a “Payment”) would constitute an excess parachute payment and be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), such Payment shall be reduced to the least extent necessary so that no portion of the Payment shall be subject to the Excise Tax, but only if, by reason of such reduction, the net after-tax benefit received by the Executive as a result of such reduction will exceed the net after-tax benefit that would have been received by the Executive if no such reduction were made. The Payment shall be reduced, if applicable, by the Bank in the following order of priority: (A) reduction of any cash severance payments otherwise payable to the Executive that are exempt from Section 409A of the Code; (B) reduction of any other cash payments or benefits otherwise payable to the Executive that are exempt from Section 409A of the Code, but excluding any payments attributable to any acceleration of vesting or payments with respect to any equity award that are exempt from Section 409A of the Code; (C) reduction of any payments attributable to any

acceleration of vesting or payments with respect to any equity award that are exempt from Section 409A of the Code, in each case beginning with payments that would otherwise be made last in time; and (D) reduction of any other payments or benefits otherwise payable to the Executive on a pro-rata basis or such other manner that complies with Section 409A of the Code, but excluding any payments attributable to any acceleration of vesting and payments with respect to any equity award that are exempt from Section 409A of the Code. If, however, such Payment is not reduced as described above, then such Payment shall be paid in full to the Executive and the Executive shall be responsible for payment of any Excise Taxes relating to the Payment.

Signature Page Follows

The Bank and the Executive, respectively, have caused these presents to be signed by themselves or their duly authorized officers as of the day and year first above written.


TRISTATE CAPITAL HOLDINGS, INC.

By:		/s/ Mark L. Sullivan

Its:		Chief Financial Officer


TRISTATE CAPITAL BANK

By:		/s/ Mark L. Sullivan

Its:		Chief Financial Officer


EXECUTIVE

By:		/s/ James F. Getz
		James F. Getz

Exhibit 21.1

Subsidiaries of the Registrant

The following is a list of the consolidated subsidiaries of TriState Capital Holdings, Inc., the names under which such subsidiaries do business, and the state in which each was organized, as of February 1, 2013. All subsidiaries are wholly-owned unless otherwise noted in parenthesis.

Subsidiaries of TriState Capital Holdings, Inc:


Name		State of Organization
TriState Capital Bank		Pennsylvania

Subsidiaries of TriState Capital Bank:


Name		State of Organization
Meadowood Asset Management, LLC		Pennsylvania

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors

TriState Capital Holdings, Inc:

We consent to the use of our report dated March 19, 2013, with respect to the consolidated statements of financial condition of TriState Capital Holdings, Inc. and subsidiary as of December 31, 2012 and 2011, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2012, included herein, and to the reference to our firm under the heading “Experts” in the prospectus.

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Pittsburgh, Pennsylvania

April 2, 2013