Exhibit 4.8


 


AGREEMENT
AS TO EXPENSES AND LIABILITIES


 


AGREEMENT AS TO EXPENSES AND LIABILITIES (this “Agreement”)
dated as of [December         ,
2008,] between S.Y. BANCORP, INC., a Kentucky corporation (the “Company”), and
S.Y. BANCORP CAPITAL TRUST II, a Delaware statutory trust (the “Trust”).


 


RECITALS


 


WHEREAS, the Trust intends to issue its common
securities (the “Common Securities”) to, and receive
[            %]
Subordinated Debentures (the “Debentures”) from, the Company and to issue and
sell up to 3,000,000
[            %]
Cumulative Trust Preferred Securities (the “Preferred Securities”) with such
powers, preferences and special rights and restrictions as are set forth in the
Amended and Restated Trust Agreement of the Trust dated as of [December         ,
2008,] as the same may be amended from time to time (the “Trust Agreement”);


 


WHEREAS, the Company shall directly or indirectly own
all of the Common Securities of the Trust and shall issue the Debentures;


 


NOW, THEREFORE, in consideration of the purchase by
each holder of the Preferred Securities, which purchase the Company hereby
agrees shall benefit the Company and which purchase the Company acknowledges
shall be made in reliance upon the execution and delivery of this Agreement,
the Company, including in its capacity as holder of the Common Securities, and
the Trust hereby agree as follows:


 


ARTICLE I


 


Section 1.1.           Guarantee by the Company.


 


Subject to the terms and
conditions hereof, the Company, including in its capacity as holder of the Common
Securities, hereby irrevocably and unconditionally guarantees to each person or
entity to whom the Trust is now or hereafter becomes indebted or liable (the “Beneficiaries”)
the full payment when and as due, of any and all Obligations (as hereinafter defined)
to such Beneficiaries. As used herein, “Obligations” means any costs, expenses
or liabilities of the Trust other than obligations of the Trust to pay to the
holders of any Preferred Securities or other similar interests in the Trust the
amounts due such holders pursuant to the terms of the Preferred Securities or
such other similar interests, as the case may be. This Agreement is intended to
be for the benefit of, and to be enforceable by, all such Beneficiaries,
whether or not such Beneficiaries have received notice hereof.


 


Section 1.2.           Term of Agreement.


 


This Agreement shall
terminate and be of no further force and effect upon the later of (a) the
date on which full payment has been made of all amounts payable to all holders
of all the Preferred Securities (whether upon redemption, liquidation, exchange
or otherwise); and (b) the date on which there are no Beneficiaries
remaining; provided, however, that this Agreement shall 


 

















 


continue to be effective
or shall be reinstated, as the case may be, if at any time any holder of the
Preferred Securities or any Beneficiary must restore payment of any sums paid
under the Preferred Securities, under any obligation under the Preferred
Securities Guarantee Agreement dated the date hereof by the Company and
Wilmington Trust Company as guarantee trustee, or under this Agreement for any
reason whatsoever. This Agreement is continuing, irrevocable, unconditional and
absolute.


 


Section 1.3.           Waiver of Notice.


 


The Company hereby waives
notice of acceptance of this Agreement and of any obligation to which it
applies or may apply, and the Company hereby waives presentment, demand for
payment, protest, notice of nonpayment, notice of dishonor, notice of
redemption and all other notices and demands.


 


Section 1.4.           No Impairment.


 


The obligations,
covenants, agreements and duties of the Company under this Agreement shall in
no way be affected or impaired by reason of the happening from time to time of
any of the following:


 


(a)           the
extension of time for the payment by the Trust of all or any portion of the
Obligations or for the performance of any other obligation under, arising out
of, or in connection with, the Obligations;


 


(b)           any
failure, omission, delay or lack of diligence on the part of the Beneficiaries
to enforce, assert or exercise any right, privilege, power or remedy conferred
on the Beneficiaries with respect to the Obligations or any action on the part
of the Trust granting indulgence or extension of any kind; or


 


(c)           the
voluntary or involuntary liquidation, dissolution, sale of any collateral,
receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization, arrangement, composition or readjustment of debt of, or other
similar proceedings affecting, the Trust or any of the assets of the Trust.


 


There shall be no
obligation of the Beneficiaries to give notice to, or obtain the consent of,
the Company with respect to the happening of any of the foregoing.


 


Section 1.5.           Enforcement.


 


A Beneficiary may enforce
this Agreement directly against the Company, and the Company waives any right
or remedy to require that any action be brought against the Trust or any other
person or entity before proceeding against the Company.


 

















 


ARTICLE II


 


Section 2.1.           Binding Effect.


 


All guarantees and agreements
contained in this Agreement shall bind the successors, assigns, receivers,
trustees and representatives of the Company and shall inure to the benefit of
the Beneficiaries.


 


Section 2.2.           Amendment.


 


So long as there remains
any Beneficiary or any Preferred Securities of any series are outstanding, this
Agreement shall not be modified or amended in any manner adverse to such
Beneficiary or to the holders of the Preferred Securities.


 


Section 2.3.           Notices.


 


Any notice, request or
other communication required or permitted to be given hereunder shall be given
in writing by delivering the same by facsimile transmission (confirmed by
mail), telex, or by registered or certified mail, addressed as follows (and if
so given, shall be deemed given when mailed or upon receipt of an answer back,
if sent by telex):


 


S.Y. Bancorp Capital
Trust II, c/o S.Y. Bancorp, Inc., 1040 East Main Street, Louisville,
Kentucky 40206.  Facsimile No.: (502)
625-2295.  Attention: Chief Financial
Officer.


 


S.Y. Bancorp, Inc.,
1040 East Main Street, Louisville, Kentucky 40206.  Facsimile No.: (502) 625-2295.  Attention: Chief Financial Officer.


 


Section 2.4.           Governing Law.


 


This Agreement shall be
governed by and construed and interpreted in accordance with the laws of the
State of Delaware (without regard to conflict of laws principles).


 


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this page has been left blank intentionally]


 

















 


THIS AGREEMENT is
executed as of the day and year first above written.


 


	
   

  	
  S.Y. BANCORP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:  David P. Heintzman

  
	
   

  	
   

  	
  Title:  Chairman and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  S.Y. BANCORP CAPITAL
  TRUST II

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:  Nancy B. Davis

  
	
   

  	
   

  	
  Title:  Administrative Trustee