Exhibit (4)(c)
[Form of Senior Note]
[Face of Security]
If the registered owner of this
Security is the Depositary or a nominee of the Depositary, this
Security is a Global Security and the following legend is
applicable except as specified on the reverse hereof:
THIS SECURITY IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED
TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE
THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR
A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR
IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN
SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
[Insert any legend required by the
Internal Revenue Code and the regulations thereunder.]
THIS SECURITY IS NOT A DEPOSIT
AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION,
THE BANK INSURANCE FUND, THE SAVINGS ASSOCIATION INSURANCE FUND OR
ANY OTHER GOVERNMENTAL AGENCY.
S&T BANCORP,
INC.
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No.___________
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$
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________
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S&T Bancorp, Inc., a
Pennsylvania corporation which is registered as a bank holding
company under the Bank Holding Company Act of 1956, as amended
(herein called the “Company”), which term includes any
successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to
, or registered assigns, the principal sum of
Dollars on
[(if the Security is to bear interest prior to Maturity, insert:) ,
and to pay interest thereon from
or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, semi-annually on
and
in each year, commencing
, at the rate of
% per
annum, until the principal hereof is paid or made available for
payment] [(if applicable, insert:), provided that any principal and
premium, and any such installment of interest, which is overdue
shall bear interest at the rate of
% per annum
(to the extent that the payment of such interest shall be legally
enforceable), from the dates such amounts are due until they are
paid or made available for payment, and such interest
shall
be payable on demand]. [The interest so payable,
and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in such Indenture, be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for
such interest, which shall be the
or
(whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities
exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more
fully provided in said Indenture].
[(If the Security is not to bear
interest prior to Maturity, insert:) The principal of this Security
shall not bear interest except in the case of a default in payment
of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal and any overdue
premium shall bear interest at the rate of
% per annum
(to the extent that the payment of such interest shall be legally
enforceable), from the dates such amounts are due until they are
paid or made available for payment. Interest on any overdue
principal or premium shall be payable on demand.] [Any such
interest on overdue principal or premium which is not paid on
demand shall bear interest at the rate of
% per annum
(to the extent that the payment of such interest on interest shall
be legally enforceable), from the date of such demand until the
amount so demanded is paid or made available for payment. Interest
on any overdue interest shall be payable on demand.]
Payment of the principal of (and
premium, if any) and [(if applicable, insert:) any such] interest
on this Security will be made at the office or agency of the
Company maintained for that purpose in
, in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and
private debts [(if applicable, insert:) ; provided, however, that
at the option of the Company payment of interest may be made by
check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register].
Reference is hereby made to the
further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
Unless the certificate of
authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Security shall not
be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed under its corporate seal.
Dated:
CERTIFICATE OF
AUTHENTICATION
This is one of the Securities of the
series designated therein referred to in the within-mentioned
Indenture.
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,
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As Trustee
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By:
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Authorized Officer
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[Reverse of Security]
This Security is one of a duly
authorized issue of securities of the Company (herein called the
“Securities”), issued and to be issued in one or more
series under an Indenture, dated as of
(herein called the “Indenture”, which term shall have
the meaning assigned to it in such instrument), between the Company
and
, as Trustee (herein called the “Trustee”, which term
includes any successor trustee under the Indenture), and reference
is hereby made to the Indenture for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of
the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series
designated on the face hereof [(if applicable, insert:) , limited
in aggregate principal amount to $
].
[(If applicable,