Other Matters

Management knows of no other matters to be brought before the Annual Meeting. However, should any other matter requiring a vote of the shareholders properly come before the meeting, the persons named in the enclosed proxy will vote the shares represented by the proxies on such matter as determined by a majority of the Board. Discretionary authority to vote on such matters is conferred by such proxies upon the persons voting them.

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TRISTATE CAPITAL HOLDINGS, INC.

OMNIBUS INCENTIVE PLAN TABLE OF CONTENTS

ARTICLE I GENERAL     1

SECTION 1.1 – PURPOSE. 1

SECTION 1.2 – DEFINITIONS. 1

SECTION 1.3 – ADMINISTRATION. 5

SECTION 1.4 – PERSONS ELIGIBLE FOR AWARDS. 7

SECTION 1.5 – TYPES OF AWARDS. 7

SECTION 1.6 – SHARES OF COMMON STOCK AVAILABLE FOR STOCK-BASED AWARDS. 7

ARTICLE II AWARDS     9

SECTION 2.1 – AGREEMENTS EVIDENCING AWARDS. 9

SECTION 2.2 – NO RIGHTS AS A SHAREHOLDER. 9

SECTION 2.3 – OPTIONS. 9

SECTION 2.4 – STOCK APPRECIATION RIGHTS. 10

SECTION 2.5 – RESTRICTED SHARES. 11

SECTION 2.6 – RESTRICTED STOCK UNITS. 12

SECTION 2.7 – OTHER STOCK-BASED AWARDS. 12

SECTION 2.8 – DIVIDEND EQUIVALENT RIGHTS. 12

SECTION 2.9 - CHANGE IN CONTROL PROVISIONS. 13

ARTICLE III QUALIFIED PERFORMANCE-BASED AWARDS     13

SECTION 3.1 – QUALIFIED PERFORMANCE-BASED AWARDS. 13

ARTICLE IV MISCELLANEOUS     15

SECTION 4.1 – AMENDMENT OF THE PLAN. 15

SECTION 4.2 – TAX WITHHOLDING. 16

SECTION 4.3 – REQUIRED CONSENTS AND LEGENDS. 16

SECTION 4.4 – CLAWBACK AND OTHER OWNERSHIP REQUIREMENTS. 16

SECTION 4.5 – RIGHT OF OFFSET. 17

SECTION 4.6 - NONASSIGNABILITY; NO HEDGING. 17

SECTION 4.7 - SUCCESSOR ENTITY. 17

SECTION 4.8 – RIGHT OF DISCHARGE RESERVED. 17

SECTION 4.9 – NATURE OF PAYMENTS. 17

SECTION 4.10 – NON-UNIFORM DETERMINATIONS. 18

SECTION 4.11 – OTHER PAYMENTS OR AWARDS. 18

SECTION 4.12 - PLAN HEADINGS. 18

SECTION 4.13 – INTERNATIONAL AWARDS. 18

SECTION 4.14 - TERMINATION OF PLAN. 19

SECTION 4.15 - SECTION 409A. 19

SECTION 4.16 – GOVERNING LAW. 20

SECTION 4.17 – SEVERABILITY; ENTIRE AGREEMENT. 20

SECTION 4.18 – WAIVER OF CLAIMS. 20

SECTION 4.19 – NO LIABILITY WITH RESPECT TO TAX QUALIFICATION OR ADVERSE TAX TREATMENT. 20

SECTION 4.20 – NO THIRD PARTY BENEFICIARIES. 20

SECTION 4.21 - SUCCESSORS AND ASSIGNS OF TRISTATE. 21

SECTION 4.22 - DATE OF ADOPTION AND APPROVAL OF SHAREHOLDERS. 21

ARTICLE I

General

SECTION 1.1 – PURPOSE.

The purpose of TriState Capital Holdings, Inc. Omnibus Incentive Plan is (1) to attract, retain and motivate officers, directors, key employees and contractors of TriState or a Subsidiary (as defined below), compensate them for their contributions to TriState or a Subsidiary and encourage them to acquire a proprietary interest in TriState and/or a Subsidiary , (2) to align the interests of officers, directors, key employees and contractors with those of shareholders of TriState and (3) to assist TriState and a Subsidiary in ensuring that its compensation program does not provide incentives to take imprudent risks or risks that are otherwise inconsistent with TriState’s established risk appetite.

This Omnibus Incentive Plan replaces TriState Capital Holdings, Inc. 2006 Stock Option Plan, as amended (“2006 Plan”) for Awards granted on or after the Effective Date. Awards may not be granted under the 2006 Plan beginning on the Effective Date, but this 2013 Omnibus Incentive Plan will not affect the terms or conditions of any stock options made under the 2006 Plan before the Effective Date.

SECTION 1.2 – DEFINITIONS.

For purposes of this Omnibus Incentive Plan, the following terms have the meanings set forth below:

(i)    any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of TriState (not including in the securities beneficially owned by the Person any securities acquired directly from TriState or its Affiliates) representing more than 50% of the combined voting power of TriState’s then outstanding securities, excluding any Person who becomes a Beneficial Owner in connection with a transaction described in clause (A) of paragraph (iii) below; or

(ii)    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 offices 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 TriState) whose appointment or election by the Board or nomination for election by TriState’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

(iii)    there is consummated a merger or consolidation of TriState or any direct or indirect subsidiary of TriState with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of TriState 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) more than 50% of the combined voting power of the securities of TriState or the surviving entity or any parent thereof outstanding immediately after the merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of TriState (or similar transaction) in which no Person is or becomes the Beneficial Owners, directly or indirectly, of securities of TriState (not including the securities Beneficially Owned by the Person any securities acquired directly from TriState or its Affiliates other than in connection with the acquisition by TriState or its Affiliates of a business) representing more than 50% of the combined voting power of TriState’s then outstanding securities; or

(iv)    the stockholders of TriState approve a plan of complete liquidation or dissolution of TriState or there is consummated an agreement for the sale or disposition by TriState of all or substantially all of TriState’s assets, other than a sale or disposition by TriState of all or substantially all of TriState’s assets to an entity, more than 50% of the combined voting power of the voting securities of which are owned by stockholders of TriState in substantially the same proportions as their ownership of TriState immediately prior to the sale.

For purposes of this Section 1.2(h):

“Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the 1934 Act.

“Beneficial Owners” 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) TriState or any of its Subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of TriState 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 TriState in substantially the same proportions as their ownership of stock of TriState.

Notwithstanding the foregoing provisions of this Section 1.2(h), 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.

Directors, the Compensation Committee of the Board, or a subcommittee of the Compensation Committee shall serve as the Committee under this Plan. Nothing in the Plan shall be construed to require the Committee or the Board to grant Awards that satisfy the requirements of Section 162(m) of the Code.

meaning of Sections 421 and 422 of the Code, as now constituted or subsequently amended, or pursuant to a successor of the Code, and which is designated as an Incentive Stock Option in the applicable Award Agreement.

SECTION 1.3 – ADMINISTRATION.

1.3.1 The Committee will administer the Plan . The Committee is authorized, subject to the provisions of the Plan, to establish such rules and regulations as it deems necessary for the proper administration of the Plan and to make such determinations and interpretations and to take such action in connection with the Plan and any Award granted thereunder as it deems necessary or advisable. All

determinations and interpretations made by the Committee will be final, binding and conclusive on all Grantees and on their legal representatives and beneficiaries. The Committee will have the authority, in its absolute discretion, to determine the persons who will receive Awards, the time when Awards will be granted, the terms of such Awards and the number of shares of Common Stock, if any, which will be subject to such Awards. Unless otherwise provided in an Award Agreement, the Committee reserves the authority, in its absolute discretion:

1.3.2 Actions of the Committee may be taken by the vote of a majority of its members . To the extent not inconsistent with applicable law and applicable rules and regulations of the National Association of Securities Dealers Automated Quotation (NASDAQ) or the charter of the Compensation Committee, (a) the Committee may delegate any of its powers under the Plan to a subcommittee of the Committee or to one of its members, (b) the Committee may allocate among its members any of its administrative responsibilities and (c) notwithstanding anything to the contrary contained herein, and except with respect to Article III, the Committee may delegate to one or more officers of TriState designated by the Committee from time to time the determination of Awards (and related administrative responsibilities) to Employees who are not Officers.

1.3.3 No Director or Employee exercising each such person's responsibilities under the Plan (each such person, a “Covered Person”) will have any liability to any person (including any Grantee) for any action taken or omitted to be taken or any determination made in good faith with respect to the Plan or any Award. Each Covered Person will be indemnified and held harmless by TriState against and from any loss, cost, liability or expense (including attorneys' fees) that may be imposed upon or incurred by such Covered Person in connection with or resulting from any action, suit or proceeding to which such Covered Person may be a party or in which such Covered Person may be involved by reason of any action taken or omitted to be taken under the Plan or any Award Agreement and against and from any and all amounts paid by such Covered Person, with TriState 's approval in settlement thereof, or

paid by such Covered Person in satisfaction of any judgment in any such action, suit or proceeding against such Covered Person, provided that TriState will have the right, at its own expense, to assume and defend any such action, suit or proceeding and, once TriState gives notice of its intent to assume the defense, TriState will have sole control over such defense with counsel of TriState's choice. To the extent any taxable expense reimbursement under this paragraph is subject to Section 409A, (a) the amount thereof eligible in one taxable year shall not affect the amount eligible in any other taxable year; (b) in no event shall any expenses be reimbursed after the last day of the taxable year following the taxable year in which the Covered Person incurred such expenses; and (c) in no event shall any right to reimbursement be subject to liquidation or exchange for another benefit. The foregoing right of indemnification will not be available to a Covered Person to the extent that a court of competent jurisdiction in a final judgment or other final adjudication, in either case, not subject to further appeal, determines that the acts or omissions of such Covered Person giving rise to the indemnification claim resulted from such Covered Person's bad faith, fraud or willful misconduct. The foregoing right of indemnification will not be exclusive of any other rights of indemnification to which Covered Persons may be entitled under TriState's certificate of incorporation or By-laws, as a matter of law, or otherwise, or any other power that TriState may have to indemnify such persons or hold them harmless.

SECTION 1.4– PERSONS ELIGIBLE FOR AWARDS.

Awards under the Plan may be made to current Employees, Contractors or Directors or, solely with respect to their final year of service, former Employees.

SECTION 1.5 – TYPES OF AWARDS.

Awards under the Plan may be in the form of any of the following, in each case in respect of Common Stock: (a) stock options, (b) stock appreciation rights, (c) restricted shares (including performance restricted shares), (d) restricted stock units (including performance restricted stock units), (e) dividend equivalent rights and (f) other equity-based or equity-related Awards (including, without limitation, the grant or offer for sale of unrestricted shares of Common Stock) that the Committee determines to be consistent with the purposes of the Plan and the interests of TriState.

SECTION 1.6 – SHARES OF COMMON STOCK AVAILABLE FOR STOCK-BASED AWARDS.

1 . 6 . 1 Common Stock Subject to the Plan . Subject to the other provisions of th i s Section 1 . 6 , the to tal number of shares of Common Stock that may be granted under the Plan is the number of author iz ed shares of Common Stock remaining available under the 2006 Plan as of the Effective Date and an y additional shares that become available for issuance under the 2006 Plan in accordance with Sect i on 1 . 6 . 2 . The aggregate number of shares of Common Stock available for issuance under this Plan pursuant to this Section 1.6.1 shall be reduced by one share of Common Stock for every share of Common Stock subject to Awards of stock options or stock appreciation rights, restricted shares (including performance restricted shares), restricted stock units (including performance restricted stock units), dividends equivalent rights, and other equity-based or equity-related Awards (including, without limitation, the grant or offer for sale of unrestricted shares of Common Stock), unless such dividends equivalent rights or other Awards may only be settled in cash. Such shares of Common Stock may, in the discretion of the Committee, be either authorized but unissued shares or shares previously issued and reacquired by TriState. Of the total number of shares of Common Stock available for grant under this Plan pursuant to the first sentence of this Section 1.6.1, the maximum aggregate number of shares of Common Stock

that may be subject to grants of Incentive Stock Options is the number available under the 2006 Plan as of the Effective Date.

1.6 . 2 Share Counting . If any shares of Common Stock subject to an Award issued under this Plan or the 2006 Plan are forfeited, canceled, expired or otherwise terminated without the transfer or issuance of such shares to the Grantee, the equivalent number of shares that were treated pursuant to Section 1.6.1 as having been used, and, thus, unavailable for Awards, shall again be available for Awards under the Plan. Shares that are retained by TriState or are delivered by the Participant to TriState to pay the exercise price or tax withholding obligation in connection with the exercise, net settlement or vesting of Awards do not become available again for future grants under the Plan. The Committee may make determinations and adopt regulations for the counting of shares relating to any Award to ensure appropriate counting, avoid double counting (in the case of tandem awards) and provide for adjustments in any case in which the number of shares actually distributed differs from the number of shares previously counted in connections with such Award. Shares of Common Stock subject to awards that are assumed , converted or substituted under t he Pla n as a result of TriState's or a Subsidiary’s acquisition of another company (including by way of merger , combination or similar transaction) ( “ Acquisition Awards”) will not count against the number of shares that may be granted under the Plan . Available shares under a stockholder approved plan of an acquired company (as appropriately adjuste d t o reflect the transaction) may be used for Awards under the Plan and do not reduce the maximum number of shares available for grant under the Plan, subject to applicable stock exchange requirements.

Notwithstanding any provisions of the Plan to the contrary, only shares forfeited back to TriState and shares canceled on account of termination, expiration or lapse of an Award, 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 1.6.1 above as the maximum number of shares of Common Stock that may be delivered pursuant to Incentive Stock Options.

1.6.3 Director Awards . In order to retain and compensate Directors for their services, and to strengthen the alignment of their interests with those of the shareholders of TriState, the Plan permits the grant of stock-based awards to Directors. Aggregate Awards to any one non-employee Director in respect of any calendar year, solely with respect to his or her service as a Director, may not exceed 50,000 shares.

1.6.4 Adjustments . The Committee shall adjust the number of shares of Common Stock authorized pursuant to Section 1.6.1 (and any limits on the number of stock-based Awards that may be granted to any Grantee under this Plan) and adjust equitably the terms of any outstanding Awards (including, without limitation, the number of shares of Common Stock covered by each outstanding Award, the type of property to which the Award is subject and the exercise or strike price of any Award), in each case in such manner as it deems appropriate (including without limitation, unless otherwise provided in an Award Agreement, by payment of cash) to preserve and prevent the enlargement of the benefits or potential benefits intended to be made available to Grantees, for any increase or decrease in the number of issued shares of Common Stock resulting from a recapitalization, spin-off, split-off, stock split, stock dividend, combination or exchange of shares of Common Stock, merger, consolidation, rights offering, separation, reorganization or liquidation, or any other change in the corporate structure or shares of TriState; provided that no such adjustment shall be made if or to the extent that it would cause any outstanding Award to fail to comply with Section 409A. After any adjustment made pursuant to this Section 1.6.4, the number of shares of Common Stock subject to each outstanding Award will be rounded down to the nearest whole number. Notwithstanding the foregoing, the Committee may, in

its sole discretion, decline to adjust the terms of any outstanding Award to the extent it determines that such adjustment would violate applicable law or result in adverse tax consequences to the Grantee or to TriState.

ARTICLE II

Awards

SECTION 2.1 – AGREEMENTS EVIDENCING AWARDS.    

Each Award will be evidenced by an Award Agreement that will contain such provisions and conditions as the Committee deems appropriate. Unless otherwise provided herein, the Committee may grant Awards in tandem with or, subject to Sections 2.3.6, 2.4.5 and 4.15.1, in substitution for or satisfaction of any other Award or Awards granted under the Plan or any award granted under any other plan of TriState or a Subsidiary. By accepting an Award pursuant to the Plan, a Grantee thereby agrees that the Award will be subject to all of the terms and provisions of the Plan and the applicable Award Agreement.

SECTION 2.2 – NO RIGHTS AS A SHAREHOLDER.

No Grantee (or other person potentially having rights pursuant to an Award) shall have any of the rights of a shareholder of TriState with respect to shares of Common Stock subject to an Award until the delivery of such shares (or in the case of an Award of restricted or unrestricted shares of Common Stock, the grant or registration in the name of the Grantee of such shares pursuant to the applicable Award Agreement, but then only as the Committee may include in the applicable Award Agreement). Except as otherwise provided in Section 1.6.4 or pursuant to the applicable Award Agreement, no adjustments will be made for dividends, distributions or other rights (whether ordinary or extraordinary, and whether in cash, Common Stock, other securities or other property) for which the record date is before the date the Certificates for the shares are delivered.

SECTION 2.3 – OPTIONS.

2.3.1 Grant . Stock options may be granted to eligible recipients in such number and at such times during the term of the Plan as the Committee or the Board may determine, subject to the limits on grants set forth in Section 2.3.7.

2.3.2 Stock Options . At the time of grant, the Committee will determine (a) whether all or any part of a stock option granted to an eligible employee will be an Incentive Stock Option and (b) the number of shares subject to such Incentive Stock Option; provided, however, that (i) the aggregate fair market value (determined as of the time the option is granted) of the stock with respect to which Incentive Stock Options are exercisable for the first time by an eligible employee during any calendar year (under all such plans of TriState and of any subsidiary corporation of TriState) will not exceed $100,000 and (ii) no Incentive Stock Option (other than an Incentive Stock Option that may be assumed or issued by TriState in connection with a transaction to which Section 424(a) of the Code applies) may be granted to a person who is not eligible to receive an Incentive Stock Option under the Code. No Incentive Stock Option may be permitted to a Grantee who at the time of such grant owns more than ten percent (10%) of the total combined voting power of all classes of stock of TriState or of any subsidiary, including a Subsidiary, unless (i) the exercise price of such stock option is at least 110% of the Fair Market Value of the Common Stock on the date such Incentive Stock Option is granted and (ii) the date on which the

Incentive Stock Option terminates is a date not later than the day preceding the fifth anniversary of the date on which the Incentive Stock Option is granted. The form of any stock option which is entirely or in part an Incentive Stock Option will clearly indicate that such stock option is an Incentive Stock Option or, if applicable, the number of shares subject to the Incentive Stock Option. Any stock option that is not expressly identified as an Incentive Stock Option shall be deemed to be a non-qualified stock option.

2.3.3 Exercise Price . The exercise price per share with respect to each stock option will be determined by the Committee, but, except as otherwise permitted by Section 1.6.4 or in the case of an Acquisition Award, may never be less than the Fair Market Value of the Common Stock.

2.3.4 Term of Stock Option . In no event will any stock option be exercisable after the expiration of 10 years from the date on which the stock option is granted.

2.3.5 Exercise of Stock Option and Payment for Shares . The shares of Common Stock covered by each stock option may be purchased in such installments as will be determined in the Award Agreement at the time the stock option is granted. Subject to any limitations in the applicable Award Agreement, any shares not purchased on the applicable installment date may be purchased thereafter at any time before the final expiration of the stock option. To exercise a stock option, the Grantee must give written notice to TriState specifying the number of shares to be purchased and accompanied by payment of the full purchase price therefor in cash or by certified or official bank check or in another form as determined by TriState, including: (a) personal check, (b) shares of Common Stock, valued as of the exercise date, of the same class as those to be granted by exercise of the stock option, (c) any other form of consideration approved by TriState and permitted by applicable law and (d) any combination of the foregoing. Any person exercising a stock option will make such representations and agreements and furnish such information as the Committee may in its discretion deem necessary or desirable to assure compliance by TriState on terms acceptable to TriState, with the provisions of the Securities Act, and any other applicable legal requirements.

2.3.6 Repricing . Except as otherwise permitted by Section 1.6.4, reducing the exercise price of stock options issued and outstanding under the Plan, including through amendment, cancellation in exchange for the grant of a substitute Award or repurchase for cash or other consideration (in each case that has the effect of reducing the exercise price) shall require approval of the shareholders.

2.3.7 Individual Limitations . No Grantee may be granted stock options or stock appreciation rights covering in excess of five hundred thousand (500,000) shares of Common Stock in any calendar year (with tandem options and stock appreciation rights being counted only once with respect to this limit).

SECTION 2.4 – STOCK APPRECIATION RIGHTS.

2.4.1 Grant . Stock appreciation rights may be granted to eligible recipients in such number and at such times during the term of the Plan as the Committee or the Board may determine, subject to the limits on grants set forth in Section 2.4.6.

2.4.2 Exercise Price . The exercise price per share with respect to each stock appreciation right will be determined by the Committee but, except as otherwise permitted by Section 1.6.4 or in the case of an Acquisition Award, may never be less than the Fair Market Value of the Common Stock.

2.4.3 Term of Stock Appreciation Right . In no event will any stock appreciation right be exercisable after the expiration of 10 years from the date on which the stock appreciation right is granted.

2.4.4 Exercise of Stock Appreciation Right and Delivery of Shares . Each stock appreciation right may be exercised in such installments as may be determined in the Award Agreement at the time the stock appreciation right is granted subject to any limitations in the applicable Award Agreement, any stock appreciation rights not exercised on the applicable installment date may be exercised thereafter at any time before the final expiration of the stock appreciation right. To exercise a stock appreciation right, the Grantee must give written notice to TriState specifying the number of stock appreciation rights to be exercised. Upon exercise of stock appreciation rights, subject to any limitations in the applicable Award Agreement, shares of Common Stock or cash, in the Committee's discretion, with a Fair Market Value or in an amount equal to (a) the excess of (i) the Fair Market Value of the Common Stock on the date of exercise over (ii) the exercise price of such stock appreciation right multiplied by (b) the number of stock appreciation rights exercised will be delivered to the Grantee. Any person exercising a stock appreciation right will make such representations and agreements and furnish such information as the Committee may, in its discretion, deem necessary or desirable to assure compliance by TriState, on terms acceptable to TriState, with the provisions of the Securities Act and any other applicable legal requirements.

2.4.5 Repricing . Except as otherwise permitted by Section 1.6.4, reducing the exercise price of stock appreciation rights issued and outstanding under the Plan, including through amendment, cancellation in exchange for the grant of a substitute Award or repurchase for cash or other consideration (in each case that has the effect of reducing the exercise price), will require approval of the shareholders.

2.4.6 Individual Limitations . No Grantee may be granted stock options or stock appreciation rights in any calendar year in excess of the limit set forth in the first sentence of Section 2.3.7 (with tandem options and stock appreciation rights being counted only once with respect to such limit).

SECTION 2.5 – RESTRICTED SHARES.

2.5.1 Grants . The Committee may grant or offer for sale restricted shares in such amounts and subject to such terms and conditions as the Committee may determine, including, without limitation, the achievement of performance goals. In the event that a Certificate is issued in respect of restricted shares, such Certificate may be registered in the name of the Grantee but will be held by TriState or its designated agent until the time the restrictions lapse.

2.5.2 Right to Vote and Receive Dividends on Restricted Shares . Unless the applicable Award Agreement provides otherwise, each Grantee of an Award of restricted shares will, during the period of restriction, have all of the rights of a shareholder holding the class or series of Common Stock that is the subject of the restricted shares, except as otherwise provided herein, including full voting rights. Unless the Committee determines otherwise in an Award Agreement, during the period of restriction, all ordinary cash dividends (as determined by the Committee in its sole discretion) paid upon any restricted share will be retained by TriState for the account of the relevant Grantee. Such dividends will revert back to TriState if for any reason the restricted share upon which such dividends were paid reverts back to TriState. Upon the expiration of the period of restriction, all such dividends made on such restricted share and retained by TriState will be paid to the relevant Grantee. Unless the applicable Award Agreement provides otherwise, additional shares or other property distributed to the Grantee in respect of restricted shares, as dividends or otherwise, will be subject to the same restrictions applicable

to such restricted shares. Notwithstanding anything to the contrary in this Section 2.5.2, no dividends will be paid at a time when any performance-based goals that apply to an Award of restricted shares have not been satisfied.

SECTION 2.6 – RESTRICTED STOCK UNITS.

The Committee may grant Awards of restricted stock units in such amounts and subject to such terms and conditions as the Committee may determine, including, without limitation, the achievement of performance goals. A Grantee of a restricted stock unit will have only the rights of a general unsecured creditor of TriState until delivery of shares of Common Stock, cash or other securities or property is made as specified in the applicable Award Agreement. On the delivery date specified in the Award Agreement, the Grantee of each restricted stock unit not previously forfeited or terminated will receive one share of Common Stock, or cash, securities or other property equal in value to a share of Common Stock or a combination thereof, as specified by the Committee.

SECTION 2.7 – OTHER STOCK-BASED AWARDS.

The Committee may grant other types of equity-based or equity-related Awards (including, without limitation, the grant or offer for sale of unrestricted shares of Common Stock) in such amounts and subject to such terms and conditions as the Committee may determine. Such Awards may entail the transfer of actual shares of Common Stock to Award recipients or may be settled in cash, and may include Awards designed to comply with or take advantage of the applicable local laws of jurisdictions other than the United States.

SECTION 2.8 – DIVIDEND EQUIVALENT RIGHTS.

The Committee may include in the Award Agreement with respect to any Award, other than stock options and stock appreciation rights, a dividend equivalent right entitling the Grantee to receive amounts equal to all or any portion of the dividends that would be paid on the shares of Common Stock covered by such Award if such shares had been delivered pursuant to such Award. The grantee of a dividend equivalent right will have only the rights of a general unsecured creditor of TriState until payment of such amounts is made as specified in the applicable Award Agreement. In the event such a provision is included in an Award Agreement, the Committee will, subject to Section 4.14.1, determine whether such payments will be made in cash, in shares of Common Stock or in another form, whether they will be conditioned upon the exercise or vesting of the Award to which they relate, the time or times at which they will be made, and such other terms and conditions as the Committee may deem appropriate. No payments will be made in respect of any dividend equivalent right at a time when any performance-based goals that apply to the dividend equivalent right or Award that is granted in connection with a dividend equivalent right have not been satisfied.

SECTION 2.9 - CHANGE IN CONTROL PROVISIONS.

2.9.1 The Committee may provide in any Award Agreement for provisions relating to a Change in Control, including, without limitation, the acceleration of the exercisability of, or the lapse of restrictions or deemed satisfaction of performance goals with respect to, any outstanding Awards; provided, however, that, in addition to any conditions provided for in the Award Agreement, any acceleration of the vesting, exercisability of, or the lapse of restrictions or deemed satisfaction of goals with respect to any outstanding Awards in connection with a Change in Control may occur only if: (a)(i) the Change in Control occurs and (ii) the Grantee's Employment is terminated by TriState or a

Subsidiary without “cause” (as defined in the Award Agreement) or by the Grantee for “good reason” (as defined in the Award Agreement) following such Change in Control within the period of time specified in the applicable Award Agreement; or (b) all Awards are to be settled for cash or securities and terminated or cancelled in connection with the Change in Control.

2.9.2    In the event of a Change in Control where all stock options and stock appreciation rights are settled for an amount (as determined in the sole discretion of the Committee) of cash or securities, the Committee may, in its sole discretion, terminate any stock option or stock appreciation right for which the exercise price is equal to or exceeds the per share value of the consideration to be paid in the Change in Control transaction without payment of consideration therefor.

2.9.3    Unless otherwise provided in the applicable Award Agreement and except as otherwise determined by the Committee, in the event of a Change in Control in which another person or entity acquires all of the issued and outstanding Common Stock of TriState, or all or substantially all of the assets of TriState as an entirety, outstanding Awards may be assumed or a substantially equivalent Award may be substituted by such successor entity or a parent or subsidiary of such successor entity, and such an assumption or substitution shall not be deemed to violate this Plan or any provision of any Award Agreement.

ARTICLE III

Qualified Performance-Based Awards

SECTION 3.1 – QUALIFIED PERFORMANCE-BASED AWARDS.

The Committee shall have the authority, at the time of grant of any Award (other than stock options and stock appreciation rights that otherwise qualify for the Section 162(m) Exemption) to designate such Award as a Qualified Performance-Based Award in order to qualify such Award as “performance-based compensation” under Section 162(m) of the Code. In such event, the Committee shall follow the following procedures:

3.1.1 Establishment of the Performance Period, Performance Goals and Formula . A Grantee's Qualified Performance-Based Award shall be determined based on the attainment of written objective performance goals approved by the Committee for a performance period established by the Committee (a) while the outcome for that performance period is substantially uncertain and (b) no more than 90 days after the commencement of the performance period to which the performance goal relates or, if less, the number of days which is equal to 25% of the relevant performance period. At the same time as the performance goals are established, the Committee will prescribe a formula to determine the amount of the Qualified Performance-Based Award that may be payable based upon the level of attainment of the performance goals during the performance period.

3.1.2 Performance Criteria . The performance goals shall be based on one or more of the following criteria (either separately or in combination) with regard to TriState: (a) income or operating income measures (including before or after taxes, such as after-tax operating income); (b) book value or tangible book value measures; (c) revenue, sales, net revenue or net sales measures; (d) gross profit or operating profit measures (including before or after taxes or other similar measures); (e) return measures (including return on assets, net assets, capital, total capital, tangible capital, invested capital, equity, or total shareholder return, cost of funds, earnings per share or other similar measures); (f) cash flow measures (including operating cash flow, free cash flow, cash flow return on capital, cash flow

return on investment (in each case before or after dividends) or other similar measures); (g) margins measures (including gross margin, operating margin, cash margin or other similar measures); (h) measures of efficiency (including operating efficiency, productivity ratios or other similar measures); (i) measures of enterprise value or share price; (j) objective measures of customer satisfaction; (k) measures of achievement of expense targets, including level of non-interest expense minus compensation, cost reductions, working capital, cash levels or the acquisition ratio or general expense ratio; (l) measures of economic value added; (m) market share measures; (n) measures of balance sheet or capital markets achievements (including debt reductions, leverage ratios, ratings achievements or other similar measures); (o) implementation, completion or attainment of measurable objectives with respect to research, development, products or projects, acquisitions and divestitures, recruiting and maintaining personnel or regulatory profile; (p) measures of investment performance; (q) measures of risk; (r) measures related to internal liquidity management (including dividends from subsidiaries to TriState or other similar measures); (s) credit management (rated credits, and non-performing assets); (t) net portfolio loan growth; (u) average non-brokered deposit growth; (v) portfolio profitability; (w) swap fee income; (x) objective measures of regulatory relations and compliance; (y) completion of strategic projects (e.g. acquisitions, loan pool purchase from strategic relationship); and (z) net assets under management.

Performance criteria may be used on an absolute or relative basis to measure the performance of TriState as a whole or any business unit(s) of TriState and/or one or more affiliates or any combination thereof, as the Committee may deem appropriate, any of the performance criteria may be determined on a per share basis (either basic or fully diluted) and any of the performance criteria may be compared to the performance of a group of peer or comparator companies, or a published or special index that the Committee, in its sole discretion, deems appropriate, or as compared to various stock market indices.

Except as otherwise expressly provided, all financial terms are used as defined under Generally Accepted Accounting Principles, Statutory Accounting Principles, a combination of the preceding or such other objective principles, as may be designated by the Committee, and may provide for such objectively determinable adjustments, modifications or amendments, as the Committee may determination appropriate (including, but not limited to, for one or more of the items of gain, loss, profit or expense: (i) determined to be extraordinary or unusual in nature or infrequent in occurrence; (ii) related to the disposal of a segment of a business; (iii) related to a change in accounting principle under Generally Accepted Accounting Principles or Statutory Accounting Principles, as applicable; (iv) related to discontinued operations; or (v) attributable to the business operations of any entity acquired by TriState during the calendar year).

3.1.3 Certification of Performance Goals . Following the completion of each performance period, the Committee shall have the sole discretion to determine whether the applicable performance goals have been met with respect to a given Grantee and, if they have, shall so certify in writing and ascertain the amount of the applicable Qualified Performance-Based Award. No Qualified Performance-Based Awards will be paid for such performance period until such certification is made by the Committee. The amount of the Qualified Performance-Based Award actually paid to a given Grantee may be less (but not more) than the amount determined by the applicable performance goal formula, at the discretion of the Committee.

3.1.4 Maximum Award Payable . Notwithstanding any provision contained in this Plan to the contrary, the maximum number of Qualified Performance-Based Awards that may be granted to any one Employee under the Plan in any calendar year is five hundred thousand (500,000) shares of Common

Stock or, in the event such Qualified Performance-Based Award is paid in cash, the equivalent cash value thereof on the first day of the performance period to which such Award relates, as determined by the Committee. Furthermore, any Qualified Performance-Based Award that has been deferred shall not (between the date as of which the Award is deferred and the payment date) increase (a) with respect to a Qualified Performance-Based Award that is payable in cash, by a measuring factor for each calendar year greater than a reasonable rate of return set by the Committee, or (b) with respect to a Qualified Performance-Based Award that is payable in shares of Common Stock, by an amount greater than the appreciation of a share of Common Stock from the date such Award is deferred to the payment date. For the avoidance of doubt, the limit set forth in this Section 3.1.4 is subject to adjustment in accordance with Section 1.6.4.

ARTICLE IV

Miscellaneous

SECTION 4.1 – AMENDMENT OF THE PLAN.

4.1.1 The Board may amend, alter, suspend, discontinue or terminate the Plan, subject to the approval of stockholders of TriState to the extent required by applicable law. However, unless otherwise provided in an Award Agreement, or required to maintain the Plan in compliance with applicable law, the Board may not suspend, discontinue, revise or amend the Plan in any respect whatsoever, that adversely affects, in any material manner, the rights, duties or obligations of any Grantee with respect to an Award without the consent of such Grantee.

4.1.2 Unless otherwise determined by the Board, shareholder approval of any suspension, discontinuance, revision or amendment will be obtained only to the extent necessary to comply with any applicable laws, regulations or rules of a securities exchange or self-regulatory agency, except that shareholder approval shall be required for any amendment to the Plan (i) that materially increases the benefits available under the Plan, (ii) to reduce the exercise price of stock options or stock appreciation rights issued and outstanding under the Plan, including through amendment, cancellation in exchange for the grant of a substitute Award or repurchase for cash or other consideration (in each case that has the effect of reducing the exercise price) or (iii) to permit the sale or other disposition of an Award of a stock option or a stock appreciation right to an unrelated third party for value. For purposes of compliance with Section 162(m) of the Code, at the discretion of the Board, the performance criteria in Section 3.1.2 (or other designated performance criteria) shall again be subject to approval by TriState's shareholders no later than the first shareholder meeting that occurs in the year following the fifth (5th) anniversary of the Effective Date.

SECTION 4.2 – TAX WITHHOLDING.

Grantees shall be solely responsible for any applicable taxes (including without limitation, income and excise taxes) and penalties, and any interest that accrues thereon, that they incur in connection with the receipt, vesting or exercise of any Award. As a condition to the delivery of any shares of Common Stock pursuant to any Award or the lifting or lapse of restrictions on any Award, or in connection with any other event that gives rise to a federal or other governmental tax withholding obligation on the part of TriState or a Subsidiary relating to an Award (including without limitation, FICA tax), unless otherwise provided in an Award Agreement, (a) TriState and a Subsidiary may deduct or withhold (or cause to be deducted or withheld) from any payment or distribution to a Grantee whether or not pursuant to the Plan (including shares of Common Stock otherwise deliverable) the minimum required to meet the tax

withholding obligation or (b) the Committee will be entitled to require that the Grantee remit cash to TriState or a Subsidiary (through payroll deduction or otherwise) or previously owned shares of Common Stock or other property, in each case in an amount sufficient in the opinion of TriState to satisfy such withholding obligation.

SECTION 4.3 – REQUIRED CONSENTS AND LEGENDS.

4.3.1 If the Committee at any time determines that any Consent (as hereinafter defined) is necessary or desirable as a condition of, or in connection with, the granting of any Award, the delivery of shares of Common Stock or the delivery of any cash, securities or other property under the Plan, or the taking of any other action thereunder (each such action a “Plan Action”), then, subject to Section 4.14.2, such Plan Action will not be taken, in whole or in part, unless and until such Consent will have been effected or obtained to the full satisfaction of the Committee. The Committee may direct that any Certificate evidencing shares delivered pursuant to the Plan will bear a legend setting forth such restrictions on transferability as the Committee may determine to be necessary or desirable, and may advise the transfer agent to place a stop transfer order against any legended shares.

4.3.2 The term “Consent” as used in this Article IV with respect to any Plan Action includes (a) any and all listings, registrations or qualifications in respect thereof upon any securities exchange or under any federal, state, or local law, or law, rule or regulation of a jurisdiction outside the United States, or any other matter, which the Committee may deem necessary or desirable to comply with the terms of any such listing, registration or qualification or to obtain an exemption from the requirement that any such listing, qualification or registration be made, (b) any and all other consents, clearances and approvals in respect of a Plan Action by any governmental or other regulatory body or any stock exchange or self-regulatory agency, (c) any applicable requirement of the Code, (d) any and all consents or authorizations required to comply with, or required to be obtained under, applicable local law, (e) any and all consents by the Grantee to TriState's or a Subsidiary’s supplying to any third party recordkeeper of the Plan such personal information as the Committee deems advisable to administer the Plan and (f) any and all consents or other documentation required by the Committee. Nothing herein will require TriState to list, register or qualify the shares of Common Stock on any securities exchange.

SECTION 4.4 – CLAWBACK AND OTHER OWNERSHIP REQUIREMENTS.

Awards under the Plan shall be subject to the clawback policy, recapture policy, and share ownership and holding requirement policy, if any, that TriState may adopt from time to time to the extent provided in such policy and, in accordance with such policy, may be subject to the requirement that the Awards be repaid to TriState or a Subsidiary after they have been distributed or paid to the Grantee.

SECTION 4.5 – RIGHT OF OFFSET.

Except with respect to Awards that are intended to be “deferred compensation” subject to Section 409A, TriState will have the right to offset against its obligation to deliver shares of Common Stock (or cash other securities or other property) under the Plan or any Award Agreement any outstanding amounts (including, without limitation, travel and entertainment or advance account balances, loans, repayment obligations under any Awards, or amounts repayable to TriState or a Subsidiary pursuant to tax equalization, housing, automobile or other employee programs) that the Grantee then owes to TriState or a Subsidiary and any amounts the Committee otherwise deems appropriate pursuant to any such policy or agreement.

SECTION 4.6 – NONASSIGNABILITY; NO HEDGING.

No Award (or any rights and obligations thereunder) granted to any person under the Plan may be sold, exchanged, transferred, assigned, pledged, hypothecated or otherwise disposed of or hedged, in any manner (including through the use of any cash-settled instrument), whether voluntarily or involuntarily and whether by operation of law or otherwise, other than by will or by the laws of descent and distribution, except as may be otherwise provided in the Award Agreement, consistent with Section 4.1.2. Any sale, exchange, transfer, assignment, pledge, hypothecation, or other disposition in violation of the provisions of this Section 4.6 will be null and void and any Award which is hedged in any manner will immediately be forfeited. All of the terms and conditions of the Plan and the Award Agreements will be binding upon any permitted successors and assigns.

SECTION 4.7 – SUCCESSOR ENTITY.

Unless otherwise provided in the applicable Award Agreement and except as otherwise determined by the Committee, in the event of a Change in Control in which another person or entity acquires all of the issued and outstanding Common Stock of TriState or all or substantially all of the assets of TriState, outstanding Awards may be assumed or a substantially equivalent award may be substituted by such successor entity or a parent or subsidiary of such successor entity.

SECTION 4.8 – RIGHT OF DISCHARGE RESERVED.

Nothing in the Plan or in any Award Agreement will confer upon any Grantee the right to continued Employment by TriState or a Subsidiary or affect any right which TriState or a Subsidiary may have to terminate such Employment.

SECTION 4.9 – NATURE OF PAYMENTS.

4.9.1 Any and all grants of Awards and deliveries of Common Stock, cash, securities or other property under the Plan will be in consideration of services performed or to be performed for TriState and a Subsidiary by the Grantee. Awards under the Plan may, in the discretion of the Committee, and subject to Section 4.14.1, be made in substitution in whole or in part for cash or other compensation otherwise payable to a participant in the Plan. Only whole shares of Common Stock will be delivered under the Plan. Awards will, to the extent reasonably practicable, be aggregated in order to eliminate any fractional shares. Fractional shares may, in the discretion of the Committee, be forfeited or be settled in cash or otherwise as the Committee may determine.

4.9.2 All such grants and deliveries will constitute a special discretionary payment to the Grantee and unless otherwise provided in an Award Agreement or the Committee specifically provides otherwise, will not be required to be taken into account in computing the amount of salary or compensation of the Grantee for the purpose of determining any contributions to or any benefits under any pension, retirement, profit-sharing, bonus, life insurance, severance or other benefit plan of TriState or under any agreement with the Grantee.

SECTION 4.10 – NON-UNIFORM DETERMINATIONS.

4.10.1 The Committee's determinations under the Plan and Award Agreements need not be uniform and may be made by it selectively among persons who receive, or are eligible to receive, Awards under the Plan (whether or not such persons are similarly situated). Without limiting the generality of

the foregoing, the Committee will be entitled, among other things, to make non-uniform and selective determinations under Award Agreements, and to enter into non-uniform and selective Award Agreements, as to (a) the persons to receive Awards, (b) the terms and provisions of Awards and (c) whether a Grantee's Employment has been terminated for purposes of the Plan.

4.10.2 To the extent the Committee deems it necessary, appropriate or desirable to comply with foreign law or practices and to further the purposes of the Plan, the Committee may, without amending the Plan, establish special rules applicable to Awards to Grantees who are foreign nationals, are employed outside the United States or both and grant Awards (or amend existing Awards) in accordance with those rules.

SECTION 4.11 – OTHER PAYMENTS OR AWARDS.

Nothing contained in the Plan will be deemed in any way to limit or restrict TriState or a Subsidiary from making any award or payment to any person under any other plan, arrangement or understanding, whether now existing or hereafter in effect.

SECTION 4.12 – PLAN HEADINGS.

The headings in the Plan are for the purpose of convenience only and are not intended to define or limit the construction of the provisions hereof.

SECTION 4.13 – INTERNATIONAL AWARDS.

With respect to Awards issued to Participants who reside or work outside of the United States of America and who are not and (are not expected to be) “covered employees” within the meaning of Code Section 162(m), the Committee may, in its discretion, amend the terms of the Plan or the applicable Award in order to conform such term with the requirements of local law or to obtain more favorable tax or other treatment for the Participant, TriState or one of its Subsidiaries.

SECTION 4.14 – TERMINATION OF PLAN.

The Board reserves the right to terminate the Plan at any time; provided, however, that in any case, the Plan will terminate on the tenth (10th) anniversary of the Effective Date, and provided further, that except as otherwise permitted under Sections 1.3 and 4.1, all Awards made under the Plan before its termination will remain in effect until such Awards have been satisfied or terminated in accordance with the terms and provisions of the Plan and the applicable Award Agreements.

SECTION 4.15 – SECTION 409A.

4.15.1 The Board and the Committee shall have full authority to give effect to any statement in an Award Agreement to the effect that an Award is intended to be “deferred compensation” subject to Section 409A, to be exempt from Section 409A or to have other intended treatment under Section 409A and/or other provision of the Code. To the extent necessary to give effect to this authority, in the case of any conflict or potential inconsistency between the Plan and a provision of any Award or Award Agreement with respect to the subject matter of this paragraph, the Plan shall govern.

4.15.2 Without limiting the generality of Section 4.15.1, with respect to any Award made under the Plan that is intended to be “deferred compensation” subject to Section 409A: (a) references to termination of the Grantee's employment will mean the Grantee's separation from service with TriState

and a Subsidiary within the meaning of Section 409A; (b) any payment to be made with respect to such Award in connection with the Grantee’s separation from service with TriState or a Subsidiary within the meaning of Section 409A that would be subject to the limitations in Section 409A(a)(2)(b) of the Code shall be delayed until six months after the Grantee’s separation from service (or earlier death) in accordance with the requirements of Section 409A; (c) to the extent necessary to comply with Section 409A, any cash, other securities, other Awards or other property that TriState or a Subsidiary may deliver in lieu of shares of Common Stock in respect of an Award shall not have the effect of deferring delivery or payment beyond the date on which such delivery or payment would occur with respect to the shares of Common Stock that would otherwise have been deliverable (unless the Committee elects a later date for this purpose in accordance with the requirements of Section 409A); (d) with respect to any required Consent described in Section 4.3 or the applicable Award Agreement, if such Consent has not been effected or obtained as of the latest date provided by such Award Agreement for payment in respect of such Award and further delay of payment is not permitted in accordance with the requirements of Section 409A, such Award or portion thereof, as applicable, will be forfeited and terminated notwithstanding any prior earning or vesting; (e) if the Award includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the regulations promulgated under the Code), the Grantee’s right to the series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment; (f) if the Award includes “dividend equivalents” (within the meaning of Section 1.409A-3(e) of the regulations promulgated under the Code), the Grantee’s right to the dividend equivalents shall be treated separately from the right to other amounts under the Award; and (g) unless the Committee determines otherwise, for purposes of determining whether the Grantee has experienced a separation from service with TriState or a Subsidiary within the meaning of Section 409A, “subsidiary” shall mean a corporation or other entity in a chain of corporations or other entities in which each corporation or other entity, starting with TriState, has a controlling interest in another corporation or other entity in the chain, ending with such corporation or other entity. For purposes of the preceding sentence, the term “controlling interest” has the same meaning as provided in Section 1.414(c)-2(b)(2)(i) of the regulations promulgated under the Code, provided that the language “at least 20 percent” is used instead of "at least 80 percent" each place it appears in Section 1.414(c)-2(b)(2)(i) of the regulations promulgated under the Code.

SECTION 4.16 – GOVERNING LAW.

THE PLAN WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF PENNSYLVANIA, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

SECTION 4.17 – SEVERABILITY; ENTIRE AGREEMENT.

If any of the provisions of the Plan or any Award Agreement is finally held to be invalid, illegal or unenforceable (whether in whole or in part), such provision will be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining provisions will not be affected thereby; provided that if any of such provisions is finally held to be invalid, illegal, or unenforceable because it exceeds the maximum scope determined to be acceptable to permit such provision to be enforceable, such provision will be deemed to be modified to the minimum extent necessary to modify such scope in order to make such provision enforceable hereunder. The Plan and any Award Agreements contain the entire agreement of the parties with respect to the subject matter thereof and supersede all prior agreements, promises, covenants, arrangements communications,

representations and warranties between them, whether written or oral with respect to the subject matter thereof except as set forth herein in regards to the 2006 Plan.

SECTION 4.18 – WAIVER OF CLAIMS.

Each Grantee of an Award recognizes and agrees that before being selected by the Committee to receive an Award he or she has no right to any benefits hereunder. Accordingly, in consideration of the Grantee's receipt of any Award hereunder, he or she expressly waives any right to contest the amount of any Award, the terms of any Award Agreement, any determination, action or omission hereunder or under any Award Agreement by the Committee, TriState or the Board, or any amendment to the Plan or any Award Agreement (other than an amendment to the Plan or an Award Agreement to which his or her consent is expressly required by the express terms of an Award Agreement).

SECTION 4.19 – NO LIABILITY WITH RESPECT TO TAX QUALIFICATION OR ADVERSE TAX TREATMENT.

Notwithstanding anything to the contrary contained herein, in no event shall TriState or a Subsidiary be liable to a Grantee on account of an Award's failure to (a) qualify for favorable United States or foreign tax treatment or (b) avoid adverse tax treatment under United States or foreign law, including, without limitation, Section 409A.

SECTION 4.20 – NO THIRD PARTY BENEFICIARIES.

Except as expressly provided therein, neither the Plan nor any Award Agreement will confer on any person other than TriState, a Subsidiary, and the Grantee of such Award, any rights or remedies thereunder. The exculpation and indemnification provisions of Section 1.3.3 will inure to the benefit of a Covered Person's estate and beneficiaries and legatees.

SECTION 4.21 – SUCCESSORS AND ASSIGNS OF TRISTATE.

The terms of the Plan will be binding upon and inure to the benefit of TriState, and, where appropriate, a Subsidiary, and any successor entity contemplated by Section 4.7.

SECTION 4.22 – DATE OF ADOPTION AND APPROVAL OF SHAREHOLDERS.

The Plan was adopted on January 18, 2014 by the Board and is subject to, and will become effective upon receipt of, approval by the shareholders of TriState (the “Effective Date”).

TRISTATE CAPITAL HOLDINGS, INC

SHORT-TERM INCENTIVE PLAN

ARTICLE I

General

SECTION 1.1 – PURPOSE.

Consistent with the compensation philosophy of TriState Capital Holdings Inc., the purposes of this Short-Term Incentive Plan (“Plan”) include supporting TriState’s high-performance culture, promoting articulated strategic and financial performance objectives, and retaining and motivating the officers, key employees of TriState and its Subsidiaries who have been designated by the Committee to participate in the Plan for a specified Performance Period. The Plan provides Participants with the opportunity to earn incentive payments based upon the extent to which specified performance goals have been achieved or exceeded for the Performance Period.

It is intended that amounts payable under this Plan to Participants who are “covered employees” within the meaning of Section 162(m) of the Internal Revenue Code can be “qualified performance-based compensation” within the meaning of U.S. Treasury regulations promulgated thereunder, and the Plan and the terms of any awards hereunder shall be so interpreted and construed to achieve such result to the maximum extent possible, but the Committee is not required to grant Awards that satisfy the requirements of Section 162(m).

ARTICLE II

Definitions

2.1      “ Annual Base Salary ” shall mean for any Participant an amount equal to the rate of annual base salary in effect or approved by the Committee or other authorized person at the time the performance goals are established for a Performance Period, including any base salary that otherwise would be payable to the Participant during the Performance Period but for his or her election to defer receipt thereof.

2.2      “ Applicable Period ” shall mean, with respect to any Performance Period, a period commencing on or before the first day of the Performance Period and ending not later than the earlier of (a) 90 days after the commencement of the Performance Period and (b) the date on which twenty-five percent (25%) of the Performance Period has been completed. Any action required to be taken within an Applicable Period may be taken at a later date if permissible under Section 162(m) of the Code or regulations promulgated thereunder, as they may be amended from time to time.

    

2.3      “ Award ” shall mean the terms and conditions of an incentive arrangement for a Participant that is payable on the condition that performance goals for a Performance Period and any other terms and conditions specified in the Plan or the Award are satisfied. The amount of any Award may be expressed in U.S. Dollars, Stock-Based Awards, or in a combination of cash and

Stock-Based Awards. The amount may be determined pursuant to a formula that is consistent with the provisions of the Plan. Awards intended to be “qualified performance-based compensation” must be approved by the Committee in accordance with the terms of the Plan.

2.4      “ Board ” shall mean the Board of Directors of TriState.

2.5      “ Cause ” shall mean: (i) failure or refusal of Participant to implement or follow the reasonable written policies of TriState or to perform the services associated with Participant’s employment with TriState provided that Participant’s failure or refusal is not based upon Participant’s belief, in good faith, as expressed to TriState in writing, that the implementation thereof would be unlawful; (ii) intentional wrongful conduct which results or which TriState reasonably concludes could result in a material adverse effect (financial or otherwise) to the business of TriState; (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 TriState’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) Participant’s failure to knowingly perform his duties as an employee of TriState.

2.6    “ Change in Control ” shall mean any event that qualifies as a Change in Control under the Tristate Capital Holdings, Inc. Omnibus Incentive Plan.

2.7      “ Code ” shall mean the Internal Revenue Code of 1986, as amended.

2.8      “ Committee ” shall mean the committee authorized under Section 3.1 to administer the Plan. For purposes of determining and approving Awards to the President and Chief Executive Officer of TriState, the Committee shall consist of all the members of the Board who (i) satisfy the then applicable independence requirements of the principal national stock exchange on which the common stock of TriState is then traded, (ii) are “outside” directors within the meaning of Section 162(m) of the Code, and (iii) are “non-employee” directors within the meaning of Rule 16b-3 promulgated under the Exchange Act. Such Committee may consult with the Compensation Committee of the Board, may rely on information provided to it by the Compensation Committee, and may consider the recommendations of the Compensation Committee before approving awards under this Plan. For purposes of determining and approving Awards to other executive officers, senior management and other employees, the Compensation Committee of the Board, or a subcommittee of the Compensation Committee shall serve as the Committee under this Plan. Nothing in the Plan shall be construed to require the Committee or the Board to grant Awards that satisfy the requirements of Section 162(m) of the Code.

2.9      “ Disability ” shall mean a Participant is qualified for long-term disability benefits under TriState’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 foregoing, 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 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.

2.10      “ Good Reason ” shall mean Participant’s resignation due to the occurrence of any of the following conditions which occurs without Participant’s written consent, provided that the requirements regarding advance notice and an opportunity to cure set forth below are satisfied: (1) a material reduction of Participant’s then current base salary unless such reduction is related to performance or is part of a generalized salary reduction affecting similarly situated employees; (2) a change in Participant’s position with the TriState that materially reduces Participant’s duties, level of authority or responsibility; or (3) the TriState conditions Participant’s continued service with the TriState on Participant’s being transferred to a site of employment that would increase Participant’s one-way commute by more than 100 miles from Participant’s then principal residence. In order for Participant to resign for Good Reason, Participant must provide written notice to the TriState of the existence of the Good Reason condition within 60 days of the initial existence of such Good Reason condition. Upon receipt of such notice, the TriState will have 30 days during which it may remedy the Good Reason condition. If the Good Reason condition is not remedied within such 30 day period, Participant may resign with Good Reason effective no later than 30 days following the expiration of the 30-day cure period, but not thereafter unless there is a different and subsequent circumstance causing Good Reason.

2.11      “ Participant ” shall mean an officer, key employee or other employee of TriState or any of its Subsidiaries who is designated by TriState to participate in the Plan for a Performance Period, in accordance with Article 3 hereof.

2.12      “ Performance Period ” shall mean any period commencing on or after January 1, 2014 for which performance goals are established pursuant to Section 4 hereof. A Performance Period may be coincident with one or more fiscal years of TriState or a portion of any fiscal year of TriState.

2.13      “ Plan ” shall mean this TriState Capital Holdings, Inc. Short-Term Incentive Plan as set forth herein, as it may be amended from time to time.

2.14     “ Retirement ” shall mean termination of a Participant’s employment with TriState solely due to retirement of the Participant upon or after attainment of age sixty-five (65).

2.15      “ Shares ” shall mean shares of common stock, par value $0.01 per share, of TriState.

2.16    “ Stock-Based Awards ” shall mean stock options, stock appreciation rights, restricted shares (including performance restricted shares), restricted stock units (including performance restricted stock units) and other equity-based Awards available for grant in accordance with and subject to the terms of the TriState Capital Holdings Inc. Omnibus Incentive Plan

2.17    “ Subsidiary ” shall mean TriState Capital Bank, a Pennsylvania state banking corporation, and any other subsidiary of TriState that meets the “related corporation” requirement of Treasury Regulation Section 1.421-1(h)(3).

2.18      “ TriState ” shall mean TriState Capital Holdings, Inc., a Pennsylvania corporation, and any successor thereto.

ARTICLE III

Administration

3.1      General . The Plan shall be administered by the Committee, which shall have the full power and authority to interpret, construe and administer the Plan and any Award granted hereunder (including reconciling any inconsistencies, correcting any defaults and addressing any omissions). The Committee’s interpretation, construction and administration of the Plan and all its determinations hereunder shall be final, conclusive and binding on all persons for all purposes.

3.2      Powers and Responsibilities . The Committee shall have the following discretionary powers, rights and responsibilities in addition to those described in Section 3.1 hereof:

3.3      Delegation of Power . The Committee may delegate some or all of its power and authority hereunder to the Chief Executive Officer or other executive officer of TriState or a Subsidiary as the Committee deems appropriate; provided , however , that with respect to any person who is a “covered employee” within the meaning of Section 162(m) of the Code or who, in the Committee’s judgment, is likely to be a covered employee at any time during the applicable Performance Period or during any period in which an Award may be paid following a Performance Period, only the Committee shall be permitted to (a) designate such person to participate in the Plan for such Performance Period, (b) establish performance goals and Award for such person, and (c) certify the achievement of such performance goals.

ARTICLE IV

Performance Goals

4.1      Establishing Performance Goals . In all cases where the Award is intended to be “qualified performance-based compensation,” the Committee shall establish within the Applicable Period of each Performance Period one or more objective performance goals for each Participant or for any group of Participants (or both), provided that the outcome of each goal is substantially uncertain at the time the Committee establishes such goal. In making other Awards, the Committee may establish performance goals in the same manner. Performance goals shall be based exclusively on one or more of the following objective corporate-wide, subsidiary, division, operating unit or individual measures: (i) income or operating income measures (including before or after taxes, such as after-tax operating income); (ii) book value or tangible book value measures; (iii) revenue, sales, net revenue or net sales measures; (iv) gross profit or operating profit measures (including before or after taxes or other similar measures); (v) return measures (including return on assets, net assets, capital, total capital, tangible capital, invested capital, equity, or total shareholder return, cost of funds, earnings per share or other similar measures); (vi) cash flow measures (including operating cash flow, free cash flow, cash flow return on capital, cash flow return on investment (in each case before or after dividends) or other similar measures); (vii) margins measures (including gross margin, operating margin, cash margin or other similar measures); (viii) measures of efficiency (including operating efficiency, productivity ratios or other similar measures); (ix) measures of enterprise value or share price; (x) objective measures of customer satisfaction; (xi) measures of achievement of expense targets, including level of non-interest

expense minus compensation, cost reductions, working capital, cash levels or the acquisition ratio or general expense ratio; (xii) measures of economic value added; (xiii) market share measures; (xiv) measures of balance sheet or capital markets achievements (including debt reductions, leverage ratios, ratings achievements or other similar measures); (xv) implementation, completion or attainment of measurable objectives with respect to research, development, products or projects, acquisitions and divestitures, recruiting and maintaining personnel or regulatory profile; (xvi) measures of investment performance; (xvii) measures of risk; (xviii) measures related to internal liquidity management (including dividends from subsidiaries to TriState or other similar measures); (xix) credit management (rated credits, and non-performing assets); (xx) net portfolio loan growth; (xxi) average non-brokered deposit growth; (xxii) portfolio profitability; (xxiii) swap fee income; (xxiv) objective measures of regulatory relations and compliance; (xxv) completion of strategic projects (e.g. acquisitions, loan pool purchase from strategic relationship); and (xxvi) net assets under management.

4.2      Impact of Extraordinary Items, Changes in Accounting or Other Adjustments . The measures utilized in establishing performance goals under the Plan for any given Performance Period shall be determined in accordance with generally accepted accounting principles (“GAAP”) and in a manner consistent with the methods used in TriState’s audited financial statements, to the extent applicable, without regard to (a) extraordinary or other nonrecurring or unusual items, as determined by TriState’s independent public accountants in accordance with GAAP, or (b) changes in accounting, as determined by TriState’s independent public accountants in accordance with GAAP, unless, in each case, the Committee decides otherwise within the Applicable Period or as otherwise required under Section 162(m) of the Code. If the Committee determines that a change in the business, operations, corporate structure, or capital structure of TriState, or the manner in which it conducts its business, or their performance criteria would produce excessive or unnecessary risk to TriState or a Subsidiary, or other events or circumstances render the performance criteria to be unsuitable, the Committee may modify such performance criteria or the related minimum acceptable level of achievement, in whole or in part, as the Committee deems appropriate and equitable; provided, however, that no such modification shall be made if the effect would be to cause an award that is subject to Section 162(m) of the Code to fail to qualify for the performance based compensation exception to Section 162(m) of the Code.

ARTICLE V

Awards

5.1      Terms . At the time performance goals are established for a Performance Period, the Committee also shall establish an Award for each Participant or group of Participants. Awards shall be based on the achievement of one or more specified targets or metrics relating to the performance goals. The targets shall be expressed in terms of an objective formula or standard that may be based upon the Participant’s Annual Base Salary or a multiple thereof. Each Award that is subject to Section 162(m) of the Code shall specify the performance metrics or targets to be achieved, a minimum acceptable level of achievement below which no payment shall be made, and a formula for determining the amount of any payment to be made if performance is at or above the minimum acceptable level but falls short of full achievement of the specified performance targets or metrics. In addition, the Committee shall establish for each Performance Period a maximum Award and the

goals relating to TriState, a Subsidiary, division, department, or functional performance for each Participant and communicate such goals to each Participant prior to or during the Performance Period for which such Award may be made. Awards shall be earned by each Participant based on the level of attainment of his or her goals during the applicable Performance Period, subject to reduction in accordance with policies or modifiers established at the discretion of the Committee to reflect individual or TriState performance. Awards may also be earned by a group of Participants, subject to allocation by the Committee. As soon as practicable after the end of the applicable Performance Period, the Committee shall determine the level of attainment of the goals for each Participant or group and the Award to be made to each Participant, if any. In all cases the Committee shall have the sole and absolute discretion to reduce the amount of any payment with respect to any Award that would otherwise be made to any Participant or to decide that no payment shall be made. No Participant shall receive a payment or payments, whether in cash or in Stock-Based Awards or a combination thereof, under the Plan with respect to any year during a Performance Period having an aggregate value in excess of $10,000,000, which maximum amount shall be prorated with respect to Performance Periods that are less than one year in duration.

5.2      Payments . Payments with respect to Awards shall be made in cash or in Stock-Based Awards, or partly in cash and partly in Stock-Based Awards, and shall be made at the time determined by the Committee after the end of the Performance Period for which the Awards are payable, provided that no such payment intended to qualify as performance-based compensation under Section 162(m) of the Code shall be made unless and until the Committee has certified in writing the extent to which the applicable performance goals for such Performance Period have been satisfied and provided further that any Award which is paid on a deferred basis shall be paid pursuant to an arrangement that is intended to comply with, be exempt from, or comply with an exception to, Section 409A of the Code.

5.3      Termination of Employment . Except as otherwise provided in a written Award, if a Participant’s employment with TriState terminates for any reason other than death, Disability, Retirement, resignation for Good Reason, or termination by TriState without Cause during or after a Performance Period and before the date on which an Award for such Performance Period is paid, such Participant’s right to any payment for performance during such Performance Period shall be forfeited.

ARTICLE VI

Effective Date, Term & Miscellaneous

6.1      Effective Date and Term of Plan . The Plan shall be submitted to the shareholders of TriState for approval at the 2014 annual meeting of shareholders and, if approved by the affirmative vote of a majority of the votes cast on the issue of such approval at such meeting, shall become effective for Performance Periods beginning as of and after January 1, 2014. The Plan shall terminate as of December 31, 2018, unless terminated earlier by the Board. In the event that the Plan is not approved by the shareholders of TriState, the Plan shall be null and void with respect to Participants who are “covered employees” within the meaning of Section 162(m) of the Code, and no Awards granted to such employees, if any, before the shareholder vote shall be paid.

6.2      Amendments and Termination . The Board may amend or terminate the Plan as it shall deem advisable, subject to any requirement of shareholder approval required by applicable law, rule or regulation, including Section 162(m) of the Code.

6.3      Non-Transferability of Awards . No Award under the Plan shall be transferable other than by will, the laws of descent and distribution or pursuant to beneficiary designation procedures approved by TriState. Except to the extent permitted by the foregoing sentence, no award may be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. Upon any attempt to sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of any such award, such award and all rights thereunder shall immediately become null and void.

6.4      Tax Withholding . TriState shall have the right to require, prior to the payment of any amount pursuant to an Award made hereunder, payment by the Participant of any federal, state, local or other taxes which may be required to be withheld or paid in connection with such Award.

6.5      No Right of Participation or Employment . No person shall have any right to participate in the Plan. Neither the Plan nor any Award made hereunder shall confer upon any person any right to continued employment by TriState or any subsidiary or affiliate of TriState or affect in any manner the right of TriState or any subsidiary or affiliate of TriState to terminate the employment of any person at any time without liability hereunder.

6.6      Designation of Beneficiary . If permitted by TriState, a Participant may file with TriState a written designation of one or more persons as such Participant’s beneficiary or beneficiaries (both primary and contingent) in the event of the Participant’s death after a Performance Period, but before payment of any Award for such Performance Period. Each beneficiary designation shall become effective only when filed in writing with TriState during the Participant’s lifetime on a form prescribed by the Committee. The filing with TriState of a new beneficiary designation shall cancel all previously filed beneficiary designations. If a Participant fails to designate a beneficiary, or if all designated beneficiaries of a Participant predecease the Participant, then each outstanding Award shall be payable to the Participant’s executor, administrator, legal representative or similar person.

6.7      Governing Law . The Plan and each award hereunder, and all determinations made and actions taken pursuant thereto, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of Pennsylvania and construed in accordance therewith without giving effect to principles of conflicts of laws.

6.8      Non-Exclusivity; Other Plans . Payments pursuant to the Plan shall not be treated as compensation for purposes of any other compensation or benefit plan, program or arrangement of TriState or any of its subsidiaries, unless either (a) such other plan provides that compensation, such as payments made pursuant to the Plan, are to be considered as compensation thereunder or (b) the Board or the Committee so determines in writing. Neither the adoption of the Plan nor the submission of the Plan to TriState’s shareholders for their approval shall be construed as limiting

the power of the Board or the Committee to adopt such other incentive or retention arrangements, or to award bonuses or other compensation, as it may otherwise deem appropriate.

6.9      Binding Effect . The Plan shall be binding upon TriState and its successors and assigns and the Participants and their beneficiaries, personal representatives and heirs. If TriState becomes a party to any merger, consolidation or reorganization, then the Plan shall remain in full force and effect as an obligation of TriState or its successors in interest, unless the Plan is amended or terminated pursuant to Section 6.2 hereof.

6.10      Unfunded Arrangement . The Plan shall at all times be entirely unfunded and no provision shall at any time be made with respect to segregating assets of TriState for payment of any benefit hereunder. No Participant shall have any interest in any particular assets of TriState or any of its affiliates by reason of the right to receive a benefit under the Plan and any such Participant shall have only the rights of an unsecured creditor of TriState with respect to any rights under the Plan.

6.11     Clawback . Awards under the Plan shall be subject to the clawback or recapture policy, if any, that TriState may adopt from time to time to the extent provided in such policy and, in accordance with such policy, may be subject to the requirement that the Award be repaid to TriState or a Subsidiary after such Awards have been distributed or paid to the Partcipant.

6.12      Section 409A . It is TriState’s intent that the Plan comply with or be exempt from the requirements of Section 409A of the Code and that the Plan be administered and interpreted accordingly. If and to the extent that any payment or benefit under the Plan is determined by the TriState to constitute “nonqualified deferred compensation” subject to Section 409A and is payable to a Participant by reason of Participant’s termination of employment, then (a) such payment or benefit shall be made or provided to the Participant only upon a “separation from service” as defined for purposes of Section 409A under applicable regulations and (b) if the Participant is a “specified employee” (within the meaning of Section 409A and as determined by TriState), such payment or benefit shall be made or provided on the date that is six months and one day after the date of the Participant’s separation from service (or earlier death). Any amount not paid in respect of the six month period specified in the preceding sentence will be paid to the Participant (plus interest on any portion that would be payable in cash at the short-term applicable federal rate as defined in Section 1274(d) of the Code) in a lump sum on the date that is six months and one day after the Participant’s separation from service (or earlier death).

TRISTATE CAPITAL HOLDINGS, INC. - ANNUAL MEETING OF SHAREHOLDERS, MAY 20, 2014

YOUR VOTE IS IMPORTANT!

You can vote in one of three ways:

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PLEASE SEE REVERSE SIDE FOR VOTING INSTRUCTIONS

(Continued, and to be marked, dated and signed, on the other side)