Exhibit 4.7




 





 


PREFERRED
SECURITIES GUARANTEE AGREEMENT


 


BY AND BETWEEN


 


S.Y. BANCORP, INC.


 


AND


 


WILMINGTON TRUST
COMPANY


 


Dated as of [December    ,
2008]




 





 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
  ARTICLE
  I

  	
  DEFINITIONS
  AND INTERPRETATION

  	
  1

  
	
   

  	
   

  	
   

  
	
  Section 1.1

  	
  Definitions and
  Interpretation

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  II

  	
  TRUST
  INDENTURE ACT

  	
  5

  
	
   

  	
   

  	
   

  
	
  Section 2.1

  	
  Trust Indenture Act;
  Application

  	
  5

  
	
  Section 2.2

  	
  The List of Holders of
  the Securities

  	
  5

  
	
  Section 2.3

  	
  Reports by the
  Preferred Guarantee Trustee

  	
  5

  
	
  Section 2.4

  	
  Periodic Reports to the
  Preferred Guarantee Trustee

  	
  6

  
	
  Section 2.5

  	
  Evidence of Compliance
  with Conditions Precedent

  	
  6

  
	
  Section 2.6

  	
  Events of Default;
  Waiver

  	
  6

  
	
  Section 2.7

  	
  Event of Default;
  Notice

  	
  6

  
	
  Section 2.8

  	
  Conflicting Interests

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  III

  	
  POWERS,
  DUTIES AND RIGHTS OF THE PREFERRED GUARANTEE TRUSTEE

  	
  6

  
	
   

  	
   

  	
   

  
	
  Section 3.1

  	
  Powers and Duties of
  the Preferred Guarantee Trustee

  	
  7

  
	
  Section 3.2

  	
  Certain Rights of the
  Preferred Guarantee Trustee

  	
  8

  
	
  Section 3.3

  	
  Not Responsible for
  Recitals or Issuance of Guarantee

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  IV

  	
  THE
  PREFERRED GUARANTEE TRUSTEE

  	
  10

  
	
   

  	
   

  	
   

  
	
  Section 4.1

  	
  The Preferred Guarantee
  Trustee; Eligibility

  	
  10

  
	
  Section 4.2

  	
  Appointment, Removal
  and Resignation of the Preferred Guarantee Trustee

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  V

  	
  GUARANTEE

  	
  12

  
	
   

  	
   

  	
   

  
	
  Section 5.1

  	
  Guarantee

  	
  12

  
	
  Section 5.2

  	
  Waiver of Notice and
  Demand

  	
  12

  
	
  Section 5.3

  	
  Obligations not
  Affected

  	
  12

  
	
  Section 5.4

  	
  Rights of the Holders

  	
  13

  
	
  Section 5.5

  	
  Guarantee of Payment

  	
  14

  
	
  Section 5.6

  	
  Subrogation

  	
  14

  
	
  Section 5.7

  	
  Independent Obligations

  	
  14

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VI

  	
  LIMITATION
  OF TRANSACTIONS; SUBORDINATION

  	
  14

  
									



 


i

















 


TABLE OF CONTENTS


(continued)


 


	
   

  	
   

  	
  Page

  
	
  Section 6.1

  	
  Limitation on
  Transactions

  	
  14

  
	
  Section 6.2

  	
  Ranking

  	
  15

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VII

  	
  TERMINATION

  	
  15

  
	
   

  	
   

  	
   

  
	
  Section 7.1

  	
  Termination

  	
  15

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VIII

  	
  INDEMNIFICATION

  	
  15

  
	
   

  	
   

  	
   

  
	
  Section 8.1

  	
  Exculpation

  	
  15

  
	
  Section 8.2

  	
  Indemnification

  	
  16

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  IX

  	
  MISCELLANEOUS

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 9.1

  	
  Successors and Assigns

  	
  17

  
	
  Section 9.2

  	
  Amendments

  	
  17

  
	
  Section 9.3

  	
  Notices

  	
  17

  
	
  Section 9.4

  	
  Benefit

  	
  18

  
	
  Section 9.5

  	
  Governing Law

  	
  18

  
	
  Section 9.6

  	
  Counterparts

  	
  18

  
	
  Section 9.7

  	
  Separability

  	
  18

  
	
  Section 9.8

  	
  Limitation

  	
  18

  
						



 


ii

















 


CROSS-REFERENCE TABLE


 


	
  Section of

  	
   

  	
  Section of

  
	
  Trust Indenture Act

  	
   

  	
  Guarantee

  
	
  of 1939, as amended

  	
   

  	
  Agreement

  
	
   

  	
   

  	
   

  
	
  310(a)

  	
   

  	
  4.1(a)

  
	
  310(b)

  	
   

  	
  4.1(c), 2.8

  
	
  310(c)

  	
   

  	
  Not Applicable

  
	
  311(a)

  	
   

  	
  2.2(b)

  
	
  311(b)

  	
   

  	
  2.2(b)

  
	
  311(c)

  	
   

  	
  Not Applicable

  
	
  312(a)

  	
   

  	
  2.2(a)

  
	
  312(b)

  	
   

  	
  2.2(b)

  
	
  313

  	
   

  	
  2.3

  
	
  314(a)

  	
   

  	
  2.4

  
	
  314(b)

  	
   

  	
  Not Applicable

  
	
  314(c)

  	
   

  	
  2.5

  
	
  314(d)

  	
   

  	
  Not Applicable

  
	
  314(e)

  	
   

  	
  1.1, 2.5,3.2

  
	
  314(f)

  	
   

  	
  2.1, 3.2

  
	
  315(a)

  	
   

  	
  3.1(d)

  
	
  315(b)

  	
   

  	
  2.7

  
	
  315(c)

  	
   

  	
  3.1

  
	
  315(d)

  	
   

  	
  3.1(d)

  
	
  316(a)

  	
   

  	
  1.1, 2.6, 5.4

  
	
  316(b)

  	
   

  	
  5.3

  
	
  317(a)

  	
   

  	
  3.1

  
	
  317(b)

  	
   

  	
  Not Applicable

  
	
  318(a)

  	
   

  	
  2.1(a)

  
	
  318(b)

  	
   

  	
  2.1

  
	
  318(c)

  	
   

  	
  2.1(b)

  



 


i

















 


Note: This
Cross-Reference Table does not constitute part of this Agreement and shall not
affect the interpretation of any of its terms or provisions.


 


ii

















 


PREFERRED
SECURITIES GUARANTEE AGREEMENT


 


This PREFERRED SECURITIES GUARANTEE AGREEMENT (this “Preferred
Securities Guarantee”), dated as of [December     ,
2008,] is executed and delivered by S.Y. BANCORP, INC., a Kentucky corporation
(the “Guarantor”), and WILMINGTON TRUST COMPANY, a banking corporation
organized and existing under the laws of Delaware, as trustee (the “Preferred
Guarantee Trustee”), for the benefit of the Holders (as defined herein) from
time to time of the Preferred Securities (as defined herein) of S.Y. BANCORP
CAPITAL TRUST II, a Delaware statutory trust (the “Trust”).


 


RECITALS


 


WHEREAS, pursuant to an Amended and Restated Trust Agreement (the “Trust
Agreement”), dated as of [December     , 2008,] among
the trustees of the Trust named therein, the Guarantor, as depositor, and the
holders from time to time of undivided beneficial interests in the assets of
the Trust, the Trust is issuing on the date hereof up to 3,000,000 preferred
securities, having an aggregate liquidation amount of $30,000,000, designated
the [            %]
Cumulative Trust Preferred Securities (the “Preferred Securities”);


 


WHEREAS, as incentive for the Holders to purchase the Preferred
Securities, the Guarantor desires irrevocably and unconditionally to agree, to
the extent set forth in this Preferred Securities Guarantee, to pay to the
Holders of the Preferred Securities the Guarantee Payments (as defined herein)
and to make certain other payments on the terms and conditions set forth
herein.


 


NOW, THEREFORE, in consideration of the purchase by each Holder of
Preferred Securities, which purchase the Guarantor hereby agrees shall benefit
the Guarantor, the Guarantor executes and delivers this Preferred Securities
Guarantee for the benefit of the Holders.


 


ARTICLE I

DEFINITIONS AND INTERPRETATION


 


Section 1.1            Definitions
and Interpretation.    In this
Preferred Securities Guarantee, unless the context otherwise requires:


 


(a)           capitalized terms used in this
Preferred Securities Guarantee but not defined in the preamble above have the
respective meanings assigned to them in this Section 1.1;


 


(b)           terms defined in the Trust Agreement
as at the date of execution of this Preferred Securities Guarantee have the
same meaning when used in this Preferred Securities Guarantee, unless otherwise
defined in this Preferred Securities Guarantee;


 

















 


(c)           a term defined anywhere in this
Preferred Securities Guarantee has the same meaning throughout;


 


(d)           all references to “the Preferred
Securities Guarantee” or “this Preferred Securities Guarantee” are to this
Preferred Securities Guarantee as modified, supplemented or amended from time
to time;


 


(e)           all references in this Preferred
Securities Guarantee to Articles and Sections are to Articles and Sections of
this Preferred Securities Guarantee, unless otherwise specified;


 


(f)            a term defined in the Trust
Indenture Act has the same meaning when used in this Preferred Securities
Guarantee, unless otherwise defined in this Preferred Securities Guarantee or
unless the context otherwise requires; and


 


(g)           a reference to the singular includes
the plural and vice versa.


 


“Affiliate” has the same meaning as given to that term in Rule 405
of the Securities Act of 1933, as amended, or any successor rule thereunder.


 


“Business Day” means any day other than a Saturday, Sunday, a day on
which federal or state banking institutions in the Borough of Manhattan, the
City of New York, are authorized or required by law, executive order or
regulation to close or a day on which the Corporate Trust Office of the
Preferred Guarantee Trustee is closed for business.


 


“Code” means the Internal Revenue Code of 1986, as amended.


 


“Corporate Trust Office” means the office of the Preferred Guarantee
Trustee at which the corporate trust business of the Preferred Guarantee
Trustee shall, at any particular time, be principally administered, which
office at the date of execution of this Preferred Securities Guarantee is
located at Rodney Square North, 1100 North Market Street, Wilmington,
Delaware  19890-0001, Attention: Corporate
Trust Administration.


 


“Covered Person” means any Holder or beneficial owner
of Preferred Securities.


 


“Debentures” means the
[            %]
Subordinated Debentures due 2038, of the Debenture Issuer held by the Property
Trustee of the Trust.


 


“Debenture Issuer” means S.Y. Bancorp, Inc., issuer of the
Debentures under the Indenture.


 


“Event of Default” means a default by the Guarantor on any of its
payments or other obligations under this Preferred Securities Guarantee.


 


“Guarantee Payments” means the following payments or distributions,
without duplication, with respect to the Preferred Securities, to the extent
not paid or made by the Trust:


 


2

















 


(i) any
accrued and unpaid Distributions that are required to be paid on such Preferred
Securities, to the extent the Trust shall have funds available therefor, (ii) the
redemption price, including all accrued and unpaid Distributions to the date of
redemption (the “Redemption Price”), to the extent the Trust has funds
available therefor, with respect to any Preferred Securities called for
redemption by the Trust, and (iii) upon a voluntary or involuntary
dissolution, winding-up or termination of the Trust (other than in connection
with the distribution of the Debentures to the Holders in exchange for the
Preferred Securities as provided in the Trust Agreement), the lesser of (A) the
aggregate of the Liquidation Amount and all accrued and unpaid Distributions on
the Preferred Securities to the date of payment, to the extent the Trust shall
have funds available therefor (the “Liquidation Distribution”), and (B) the
amount of assets of the Trust remaining available for distribution to Holders
in liquidation of the Trust.


 


“Guarantor” means S.Y. Bancorp, Inc., a Kentucky
corporation.


 


“Holder” means a Person in whose name a Preferred Security is or
Preferred Securities are registered in the Securities Register; provided,
however, that, in determining whether the holders of the requisite percentage
of the Preferred Securities have given any request, notice, consent or waiver
hereunder, “Holder” shall not include the Guarantor, the Preferred Guarantee
Trustee or any of their respective Affiliates.


 


“Indemnified Person” means the Preferred Guarantee Trustee, any
Affiliate of the Preferred Guarantee Trustee, or any officers, directors,
shareholders, members, partners, employees, representatives, nominees,
custodians or agents of the Preferred Guarantee Trustee.


 


“Indenture” means the Indenture, dated as of [December     ,
2008,] among the Debenture Issuer and Wilmington Trust Company, as trustee, and
any indenture supplemental thereto pursuant to which the Debentures are to be
issued to the Property Trustee of the Trust.


 


“Liquidation Amount” means the stated value of $10 per Preferred
Security.


 


“Liquidation Distribution” has the meaning provided therefor in the
definition of Guarantee Payments.


 


“List of Holders” has the meaning set forth in Section 2.2 of this
Preferred Securities Guarantee.


 


“Majority in Liquidation Amount of the Preferred Securities” means the Holders
of more than 50% of the Liquidation Amount (including the stated amount that
would be paid on redemption, liquidation or otherwise, plus accrued and unpaid
Distributions to the date upon which the voting percentages are determined) of
all of the Preferred Securities.


 


“Officers’ Certificate” means, with respect to any Person, a
certificate signed by two authorized officers of such Person, at least one of
whom shall be the principal executive officer, principal financial officer,
principal accounting officer, treasurer or any vice president of such


 


3

















 


Person.    Any
Officers’ Certificate delivered with respect to compliance with a condition or
covenant provided for in this Preferred Securities Guarantee shall include:


 


(a)           a statement that
each officer signing the Officers’ Certificate has read the covenant or
condition and the definition relating thereto;


 


(b)           a brief statement of
the nature and scope of the examination or investigation undertaken by each
officer in rendering the Officers’ Certificate;


 


(c)           a statement that
each such officer has made such examination or investigation as, in such
officer’s opinion, is necessary to enable such officer to express an informed
opinion as to whether or not such covenant or condition has been complied with;
and


 


(d)           a statement as to
whether, in the opinion of each such officer, such condition or covenant has
been complied with.


 


“Person” means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever
nature.


 


“Preferred Guarantee Trustee” means Wilmington Trust Company, until a
Successor Preferred Guarantee Trustee has been appointed and has accepted such
appointment pursuant to the terms of this Preferred Securities Guarantee and
thereafter means each such Successor Preferred Guarantee Trustee.


 


“Preferred Securities” means the
[            %]
Cumulative Trust Preferred Securities representing undivided beneficial
interests in the assets of the Trust which rank pari passu with Common
Securities issued by the Trust; provided, however, that upon the occurrence of
an Event of Default, the rights of holders of Commons Securities to payment in
respect of distributions and payments upon liquidation, redemption and
otherwise are subordinated to the rights of holders of Preferred Securities.


 


“Redemption Price” has the meaning provided therefor in the definition
of Guarantee Payments.


 


“Responsible Officer” means, with respect to the Preferred Guarantee
Trustee, any officer within the Corporate Trust Office of the Preferred
Guarantee Trustee with direct responsibility for the administration of this
Preferred Securities Guarantee, including any vice-president, any assistant
vice-president, the secretary, any assistant secretary, the treasurer, any
assistant treasurer or other officer of the Corporate Trust Office of the
Preferred Guarantee Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter
is referred because of that officer’s knowledge of and familiarity with the
particular subject.


 


4














 


“Securities Register” and “Securities Registrar” have the meanings
assigned to such terms as in the Trust Agreement (as defined in the Indenture).


 


“Successor Preferred Guarantee Trustee” means a successor Preferred
Guarantee Trustee possessing the qualifications to act as Preferred Guarantee
Trustee under Section 4.1.


 


“Trust Indenture Act” means the Trust Indenture Act of 1939, as
amended, as in force at the date of which this instrument was executed;
provided, however, that in the event the Trust Indenture Act of 1939, as
amended, is amended after such date, “Trust Indenture Act” means, to the extent
required by any such amendment, the Trust Indenture Act of 1939, as so amended.


 


ARTICLE
II

TRUST INDENTURE ACT


 


Section 2.1            Trust
Indenture Act; Application.


 


(a)           This Preferred Securities Guarantee
is subject to the provisions of the Trust Indenture Act that are required to be
part of this Preferred Securities Guarantee and shall, to the extent
applicable, be governed by such provisions.


 


(b)           If and to the extent that any
provision of this Preferred Securities Guarantee limits, qualifies or conflicts
with the duties imposed by Section 310 to 317, inclusive, of the Trust
Indenture Act, such imposed duties shall control.


 


Section 2.2            The
List of Holders of the Securities.


 


(a)           In the event the Preferred Guarantee
Trustee is not also the Securities Registrar, the Guarantor shall provide the
Preferred Guarantee Trustee with a list, in such form as the Preferred
Guarantee Trustee may reasonably require, of the names and addresses of the
Holders of the Preferred Securities (the “List of Holders”) (i) within
five (5) Business Days after March 15, June 15, September 15
and December 15 of each year, and (ii) at any other time within
thirty (30) days of receipt by the Guarantor of a written request for a List of
Holders as of a date no more than fifteen (15) days before such List of Holders
is given to the Preferred Guarantee Trustee; provided, that the Guarantor shall
not be obligated to provide such List of Holders at any time the List of
Holders does not differ from the most recent List of Holders given to the
Preferred Guarantee Trustee by the Guarantor. The Preferred Guarantee Trustee
may destroy any List of Holders previously given to it on receipt of a new List
of Holders.


 


(b)           The Preferred Guarantee Trustee shall
comply with its obligations under Sections 311(a), 311(b) and Section 312(b) of
the Trust Indenture Act.


 


Section 2.3            Reports
by the Preferred Guarantee Trustee.   On or before [April 15] of each year,
commencing [April 15, 2009], the Preferred Guarantee Trustee shall provide
to the Holders of the Preferred Securities such reports as are required by Section 313
of the Trust Indenture Act, if any, in the form and in the manner provided by Section 313
of the Trust 


 


5

















 


Indenture Act. The
Preferred Guarantee Trustee shall also comply with the requirements of Section 313(d) of
the Trust Indenture Act.


 


Section 2.4            Periodic
Reports to the Preferred Guarantee Trustee.   The
Guarantor shall provide to the Preferred Guarantee Trustee such documents,
reports and information as required by Section 314 (if any) and the
compliance certificate required by Section 314 of the Trust Indenture Act
in the form, in the manner and at the times required by Section 314 of the
Trust Indenture Act.


 


Section 2.5            Evidence
of Compliance with Conditions Precedent. 
 The Guarantor shall provide
to the Preferred Guarantee Trustee such evidence of compliance with any
conditions precedent, if any, provided for in this Preferred Securities
Guarantee that relate to any of the matters set forth in Section 314(c) of
the Trust Indenture Act. Any certificate or opinion required to be given by an
officer pursuant to Section 314(c)(1) may be given in the form of an
Officers’ Certificate.


 


Section 2.6            Events
of Default; Waiver.   The Holders of a Majority in Liquidation
Amount of the Preferred Securities may, by vote, on behalf of the Holders of
all of the Preferred Securities, waive any past Event of Default and its
consequences. Upon such waiver, any such Event of Default shall cease to exist,
and any Event of Default arising therefrom shall be deemed to have been cured,
for every purpose of this Preferred Securities Guarantee, but no such waiver shall
extend to any subsequent or other default or Event of Default or impair any
right consequent thereon.


 


Section 2.7            Event
of Default; Notice.


 


(a)           The Preferred Guarantee Trustee
shall, within ninety (90) days after the occurrence of an Event of Default,
transmit by mail, first class postage prepaid, to the Holders of the Preferred
Securities, notices of all Events of Default actually known to a Responsible
Officer of the Preferred Guarantee Trustee, unless such defaults have been
cured before the giving of such notice; provided, that the Preferred Guarantee
Trustee shall be protected in withholding such notice if and so long as a
Responsible Officer of the Preferred Guarantee Trustee in good faith determines
that the withholding of such notice is in the interests of the Holders of the
Preferred Securities.


 


(b)           The Preferred Guarantee Trustee shall
not be deemed to have knowledge of any Event of Default unless the Preferred
Guarantee Trustee shall have received written notice, or a Responsible Officer
of the Preferred Guarantee Trustee charged with the administration of the Trust
Agreement shall have obtained actual knowledge of such Event of Default.


 


Section 2.8            Conflicting
Interests.   The Trust Agreement shall be deemed to be
specifically described in this Preferred Securities Guarantee for the purposes
of clause (i) of the first proviso contained in Section 310(b) of
the Trust Indenture Act.


 


6

















 


ARTICLE
III

POWERS, DUTIES AND RIGHTS

OF THE PREFERRED GUARANTEE TRUSTEE


 


Section 3.1            Powers
and Duties of the Preferred Guarantee Trustee.


 


(a)           This
Preferred Securities Guarantee shall be held by the Preferred Guarantee Trustee
for the benefit of the Holders of the Preferred Securities, and the Preferred
Guarantee Trustee shall not transfer this Preferred Securities Guarantee to any
Person except a Holder of Preferred Securities exercising his or her rights
pursuant to Section 5.4(b) or to a Successor Preferred Guarantee
Trustee on acceptance by such Successor Preferred Guarantee Trustee of its
appointment to act as Successor Preferred Guarantee Trustee. The right, title
and interest of the Preferred Guarantee Trustee shall automatically vest in any
Successor Preferred Guarantee Trustee, and such vesting and cessation of title
shall be effective whether or not conveyancing documents have been executed and
delivered pursuant to the appointment of such Successor Preferred Guarantee
Trustee.


 


(b)           If
an Event of Default actually known to a Responsible Officer of the Preferred
Guarantee Trustee has occurred and is continuing, the Preferred Guarantee
Trustee shall enforce this Preferred Securities Guarantee for the benefit of
the Holders of the Preferred Securities.


 


(c)           The
Preferred Guarantee Trustee, before the occurrence of any Event of Default and
after the curing of all Events of Default that may have occurred, shall
undertake to perform only such duties as are specifically set forth in this
Preferred Securities Guarantee, and no implied covenants shall be read into this
Preferred Securities Guarantee against the Preferred Guarantee Trustee. In case
an Event of Default has occurred (that has not been cured or waived pursuant to
Section 2.6) and is actually known to a Responsible Officer of the
Preferred Guarantee Trustee, the Preferred Guarantee Trustee shall exercise
such of the rights and powers vested in it by this Preferred Securities
Guarantee, and use the same degree of care and skill in its exercise thereof,
as a prudent man would exercise or use under the circumstances in the conduct
of his own affairs.


 


(d)           No
provision of this Preferred Securities Guarantee shall be construed to relieve
the Preferred Guarantee Trustee from liability for its own negligent action,
its own negligent failure to act, or its own willful misconduct, except that:


 


(i)            prior
to the occurrence of any Event of Default and after the curing or waiving of
all such Events of Default that may have occurred:


 


(A)          the duties and obligations of the
Preferred Guarantee Trustee shall be determined solely by the express
provisions of this Preferred Securities Guarantee, and the Preferred Guarantee
Trustee 


 


7

















 


shall not be liable except for the performance of such
duties and obligations as are specifically set forth in this Preferred
Securities Guarantee, and no implied covenants or obligations shall be read
into this Preferred Securities Guarantee against the Preferred Guarantee
Trustee; and


 


(B)           in the absence of bad faith on the
part of the Preferred Guarantee Trustee, the Preferred Guarantee Trustee may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon any certificates or opinions furnished to the
Preferred Guarantee Trustee and conforming to the requirements of this
Preferred Securities Guarantee; but in the case of any such certificates or
opinions that by any provision hereof are specifically required to be furnished
to the Preferred Guarantee Trustee, the Preferred Guarantee Trustee shall be
under a duty to examine the same to determine whether or not they conform to
the requirements of this Preferred Securities Guarantee;


 


(ii)           the
Preferred Guarantee Trustee shall not be liable for any error of judgment made
in good faith by a Responsible Officer of the Preferred Guarantee Trustee,
unless it shall be proved that the Preferred Guarantee Trustee was negligent in
ascertaining the pertinent facts upon which such judgment was made;


 


(iii)          the
Preferred Guarantee Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of not less than a Majority in Liquidation Amount of
the Preferred Securities relating to the time, method and place of conducting
any proceeding for any remedy available to the Preferred Guarantee Trustee, or
exercising any trust or power conferred upon the Preferred Guarantee Trustee
under this Preferred Securities Guarantee; and


 


(iv)          no
provision of this Preferred Securities Guarantee shall require the Preferred
Guarantee Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties or in the exercise
of any of its rights or powers, if the Preferred Guarantee Trustee shall have
reasonable grounds for believing that the repayment of such funds or liability
is not reasonably assured to it under the terms of this Preferred Securities
Guarantee or indemnity, reasonably satisfactory to the Preferred Guarantee
Trustee, against such risk or liability is not reasonably assured to it.


 


Section 3.2            Certain
Rights of the Preferred Guarantee Trustee.


 


(a)           Subject
to the provisions of Section 3.1:


 


8

















 


(i)            the Preferred Guarantee Trustee may
conclusively rely, and shall be fully protected in acting or refraining from
acting upon, any written resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document believed by it
to be genuine and to have been signed, sent or presented by the proper party or
parties;


 


(ii)           any direction or act of the Guarantor
contemplated by this Preferred Securities Guarantee shall be sufficiently
evidenced by an Officers’ Certificate;


 


(iii)          whenever, in the administration of
this Preferred Securities Guarantee, the Preferred Guarantee Trustee shall deem
it desirable that a matter be proved or established before taking, suffering or
omitting any action hereunder, the Preferred Guarantee Trustee (unless other
evidence is herein specifically prescribed) may, in the absence of bad faith on
its part, request and conclusively rely upon an Officers’ Certificate which,
upon receipt of such request, shall be promptly delivered by the Guarantor;


 


(iv)          the Preferred Guarantee Trustee shall
have no duty to see to any recording, filing or registration of any instrument
(or any rerecording, refiling or registration thereof);


 


(v)           the Preferred Guarantee Trustee may
consult with counsel, and the written advice or opinion of such counsel with
respect to legal matters shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in accordance with such advice or opinion. Such counsel may
be counsel to the Guarantor or any of its Affiliates and may include any of its
employees. The Preferred Guarantee Trustee shall have the right at any time to
seek instructions concerning the administration of this Preferred Securities
Guarantee from any court of competent jurisdiction;


 


(vi)          the Preferred Guarantee Trustee shall
be under no obligation to exercise any of the rights or powers vested in it by
this Preferred Securities Guarantee at the request or direction of any Holder,
unless such Holder shall have provided to the Preferred Guarantee Trustee such
security and indemnity, reasonably satisfactory to the Preferred Guarantee
Trustee, against the costs, expenses (including reasonable attorneys’ fees and
expenses and the expenses of the Preferred Guarantee Trustee’s agents, nominees
or custodians) and liabilities that might be incurred by it in complying with
such request or direction, including such reasonable advances as may be
requested by the Preferred Guarantee Trustee; provided that, nothing contained
in this Section 3.2(a)(vi) shall be taken to relieve the Preferred
Guarantee Trustee, upon the 


 


9

















 


occurrence and during the continuance of an Event of
Default, of its obligation to exercise the rights and powers vested in it by
this Preferred Securities Guarantee;


 


(vii)         the Preferred Guarantee Trustee shall
not be bound to make any investigation into the facts or matters stated in any
written resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document, but the Preferred
Guarantee Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit;


 


(viii)        the Preferred Guarantee Trustee may
execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents, nominees, custodians or attorneys, and
the Preferred Guarantee Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder;


 


(ix)           no third party shall be required to
inquire as to the authority of the Preferred Guarantee Trustee to so act or as
to its compliance with any of the terms and provisions of this Preferred
Securities Guarantee, both of which shall be conclusively evidenced by the
Preferred Guarantee Trustee’s or its agent’s taking such action;


 


(x)            whenever in the administration of
this Preferred Securities Guarantee the Preferred Guarantee Trustee shall deem
it desirable to receive instructions with respect to enforcing any remedy or
right or taking any other action hereunder, the Preferred Guarantee Trustee (A) may
request instructions from the Holders of a Majority in Liquidation Amount of
the Preferred Securities, (B) may refrain from enforcing such remedy or
right or taking such other action until such instructions are received, and (C) shall
be protected in conclusively relying on or acting in accordance with such
instructions.


 


(b)           No
provision of this Preferred Securities Guarantee shall be deemed to impose any
duty or obligation on the Preferred Guarantee Trustee to perform any act or
acts or exercise any right, power, duty or obligation conferred or imposed on
it in any jurisdiction in which it shall be illegal, or in which the Preferred
Guarantee Trustee shall be unqualified or incompetent in accordance with
applicable law, to perform any such act or acts or to exercise any such right,
power, duty or obligation. No permissive power or authority available to the
Preferred Guarantee Trustee shall be construed to be a duty.


 


Section 3.3            Not
Responsible for Recitals or Issuance of Guarantee.   The
Recitals contained in this Guarantee shall be taken as the statements of the
Guarantor, and the Preferred Guarantee Trustee does not assume any
responsibility for their correctness. The Preferred 


 


10

















 


Guarantee Trustee makes
no representation as to the validity or sufficiency of this Preferred
Securities Guarantee.


 


ARTICLE
IV

THE PREFERRED GUARANTEE TRUSTEE


 


Section 4.1            The
Preferred Guarantee Trustee; Eligibility.


 


(a)           There
shall at all times be a Preferred Guarantee Trustee which shall:


 


(i)            not be an Affiliate of the
Guarantor; and


 


(ii)           be a corporation organized and doing
business under the laws of the United States or any state or territory thereof
or of the District of Columbia, or a corporation or Person permitted by the
Securities and Exchange Commission to act as an institutional trustee under the
Trust Indenture Act, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000, and
subject to supervision or examination by federal, state, territorial or
District of Columbia authority. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of the
supervising or examining authority referred to above, then, for the purposes of
this Section 4.1(a)(ii), the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published.


 


(b)           If
at any time the Preferred Guarantee Trustee shall cease to be eligible to so
act under Section 4.1(a), the Preferred Guarantee Trustee shall
immediately resign in the manner and with the effect set out in Section 4.2(c).


 


(c)           If
the Preferred Guarantee Trustee has or shall acquire any “conflicting interest”
within the meaning of Section 310(b) of the Trust Indenture Act, the
Preferred Guarantee Trustee and the Guarantor shall in all respects comply with
the provisions of Section 310(b) of the Trust Indenture Act.


 


Section 4.2            Appointment,
Removal and Resignation of the Preferred Guarantee Trustee.


 


(a)           Subject
to Section 4.2(b), the Preferred Guarantee Trustee may be appointed or
removed without cause at any time by the Guarantor except during an Event of
Default.


 


(b)           The
Preferred Guarantee Trustee shall not be removed in accordance with Section 4.2(a) until
a Successor Preferred Guarantee Trustee has been 


 


11

















 


appointed and has accepted such appointment by written
instrument executed by such Successor Preferred Guarantee Trustee and delivered
to the Guarantor.


 


(c)           The Preferred Guarantee Trustee
appointed to office shall hold office until a Successor Preferred Guarantee
Trustee shall have been appointed or until its removal or resignation. The
Preferred Guarantee Trustee may resign from office (without need for prior or
subsequent accounting) by an instrument in writing executed by the Preferred
Guarantee Trustee and delivered to the Guarantor, which resignation shall not
take effect until a Successor Preferred Guarantee Trustee has been appointed
and has accepted such appointment by instrument in writing executed by such
Successor Preferred Guarantee Trustee and delivered to the Guarantor and the
resigning Preferred Guarantee Trustee.


 


(d)           If no Successor Preferred Guarantee
Trustee shall have been appointed and accepted appointment as provided in this Section 4.2
within sixty (60) days after delivery to the Guarantor of an instrument of
resignation, the resigning Preferred Guarantee Trustee may petition any court
of competent jurisdiction for appointment of a Successor Preferred Guarantee
Trustee. Such court may thereupon, after prescribing such notice, if any, as it
may deem proper, appoint a Successor Preferred Guarantee Trustee.


 


(e)           No Preferred Guarantee Trustee shall
be liable for the acts or omissions to act of any Successor Preferred Guarantee
Trustee.


 


(f)            Upon termination of this Preferred
Securities Guarantee or removal or resignation of the Preferred Guarantee
Trustee pursuant to this Section 4.2, the Guarantor shall pay to the
Preferred Guarantee Trustee all fees and expenses accrued to the date of such
termination, removal or resignation.


 


ARTICLE
V

GUARANTEE


 


Section 5.1            Guarantee.
  The
Guarantor irrevocably and unconditionally agrees to pay in full to the Holders
the Guarantee Payments (without duplication of amounts theretofore paid by the
Trust), as and when due, regardless of any defense, right of set-off or
counterclaim that the Trust may have or assert. The Guarantor’s obligation to
make a Guarantee Payment may be satisfied by direct payment of the required
amounts by the Guarantor to the Holders or by causing the Trust to pay such
amounts to the Holders.


 


Section 5.2            Waiver
of Notice and Demand.   The Guarantor hereby waives notice of
acceptance of this Preferred Securities Guarantee and of any liability to which
it applies or may apply, presentment, demand for payment, any right to require
a proceeding first against the Trust or any other Person before proceeding
against the Guarantor, protest, notice of nonpayment, notice of dishonor,
notice of redemption and all other notices and demands.


 


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Section 5.3            Obligations
not Affected.   The obligations, covenants, agreements and
duties of the Guarantor under this Preferred Securities Guarantee shall in no
way be affected or impaired by reason of the happening from time to time of any
of the following:


 


(a)           the release or waiver, by operation
of law or otherwise, of the performance or observance by the Trust of any
express or implied agreement, covenant, term or condition relating to the
Preferred Securities to be performed or observed by the Trust;


 


(b)           the extension of time for the payment
by the Trust of all or any portion of the Distributions, Redemption Price,
Liquidation Distribution or any other sums payable under the terms of the
Preferred Securities or the extension of time for the performance of any other
obligation under, arising out of, or in connection with, the Preferred
Securities (other than an extension of time for payment of Distributions,
Redemption Price, Liquidation Distribution or other sum payable that results
from the extension of any interest payment period on the Debentures permitted
by the Indenture);


 


(c)           any failure, omission, delay or lack
of diligence on the part of the Holders to enforce, assert or exercise any
right, privilege, power or remedy conferred on the Holders pursuant to the
terms of the Preferred Securities, or any action on the part of the Trust
granting indulgence or extension of any kind;


 


(d)           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;


 


(e)           any invalidity of, or defect or
deficiency in, the Preferred Securities;


 


(f)            any failure or omission to receive
any regulatory approval or consent required in connection with the Preferred
Securities (or the common equity securities issued by the Trust), including the
failure to receive any approval of the Board of Governors of the Federal Reserve
System required for the redemption of the Preferred Securities;


 


(g)           the settlement or compromise of any
obligation guaranteed hereby or hereby incurred; or


 


(h)           any other circumstance whatsoever
that might otherwise constitute a legal or equitable discharge or defense of a
guarantor, it being the intent of this Section 5.3 that the obligations of
the Guarantor hereunder shall be absolute and unconditional under any and all
circumstances.


 


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


 


Section 5.4                                   Rights
of the Holders.


 


(a)           The Holders of a Majority in
Liquidation Amount of the Preferred Securities have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Preferred Guarantee Trustee in respect of this Preferred Securities
Guarantee or exercising any trust or power conferred upon the Preferred
Guarantee Trustee under this Preferred Securities Guarantee; provided, however,
that (subject to Section 3.1) the Preferred Guarantee Trustee shall have
the right to decline to follow any such direction if the Preferred Guarantee
Trustee being advised in writing by counsel determines that the action or
proceeding so directed may not lawfully be taken or if the Preferred Guarantee
Trustee in good faith by its board of directors or trustees, executive
committees or a trust committee of directors or trustees and/or Responsible
Officers shall determine that the action or proceedings so directed would
involve the Preferred Guarantee Trustee in personal liability.


 


(b)           Any Holder of Preferred Securities
may institute and prosecute a legal proceeding directly against the Guarantor
to enforce its rights under this Preferred Securities Guarantee, without first
instituting a legal proceeding against the Trust, the Preferred Guarantee
Trustee or any other Person.


 


Section 5.5                                   Guarantee
of Payment.  This Preferred
Securities Guarantee creates a guarantee of payment and not of collection.


 


Section 5.6                                   Subrogation.  The Guarantor shall be subrogated to all
(if any) rights of the Holders of the Preferred Securities against the Trust in
respect of any amounts paid to such Holders by the Guarantor under this
Preferred Securities Guarantee; provided, however, that the Guarantor shall not
(except to the extent required by mandatory provisions of law) be entitled to
enforce or exercise any right that it may acquire by way of subrogation or any
indemnity, reimbursement or other agreement, in all cases as a result of
payment under this Preferred Securities Guarantee, if, at the time of any such
payment, any amounts are due and unpaid under this Preferred Securities Guarantee.
If any amount shall be paid to the Guarantor in violation of the preceding
sentence, the Guarantor agrees to hold such amount in trust for the Holders and
to pay over such amount to the Holders.


 


Section 5.7                                   Independent
Obligations.  The Guarantor acknowledges
that its obligations hereunder are independent of the obligations of the Trust
with respect to the Preferred Securities, and that the Guarantor shall be
liable as principal and as debtor hereunder to make Guarantee Payments pursuant
to the terms of this Preferred Securities Guarantee notwithstanding the
occurrence of any event referred to in subsections (a) through (h),
inclusive, of Section 5.3 hereof.


 


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ARTICLE
VI

LIMITATION OF TRANSACTIONS; SUBORDINATION


 


Section 6.1                                   Limitation
on Transactions.  So long as any of
the Preferred Securities remain outstanding, if any of the circumstances
described in Section 5.6 of the Indenture shall have occurred, then (a) neither
the Guarantor nor any of its Subsidiaries (as defined in the Indenture) shall
declare or pay any dividend on, make any distributions with respect to, or
redeem, purchase, acquire or make a liquidation payment with respect to, any of
its capital stock (other than (i) dividends or distributions in common
stock of the Guarantor or any declaration of a non-cash dividend in connection
with the implementation of a shareholder rights plan, or the issuance of stock
under any such plan in the future, or the redemption or repurchase of any such
rights pursuant thereto, (ii) purchases of common stock of the Guarantor
related to the rights under any of the Guarantor’s benefit plans for its
directors, officers or employees, (iii) as a result of a reclassification
of its capital stock, (iv) dividends or distributions made by a Subsidiary
to the Company, or (v) dividends or distributions made by a Subsidiary to
a Subsidiary), and (b) neither the Guarantor nor any Subsidiary shall make
any payment of principal or interest on or repay, repurchase or redeem any debt
securities issued by the Guarantor or any Subsidiary which rank pari passu with
or junior to the Debentures or make any guarantee payments with respect to any
guarantee by the Guarantor of any debt securities if such guarantee ranks pari
passu or junior in interest to the Debentures, other than payments under this
Preferred Securities Guarantee.


 


Section 6.2                                   Ranking.  This Preferred Securities Guarantee will
constitute an unsecured obligation of the Guarantor and will rank (a) subordinate
and junior in right of payment to all Senior Debt, Subordinated Debt and
Additional Senior Obligations (as defined in the Indenture) of the Guarantor, (b) pari
passu with any guarantee now or hereafter entered into by the Guarantor in
respect of any preferred securities or preference stock of any Affiliate of the
Guarantor and (c) senior to the most senior preferred securities or
preference stock now or hereafter issued by the Guarantor and senior to the
Guarantor’s common stock.


 


The right of the
Guarantor to participate in any distribution of assets of any of its
Subsidiaries upon any such Subsidiary’s liquidation or reorganization or
otherwise is subject to the prior claims of creditors of that Subsidiary,
except to the extent the Guarantor may itself be recognized as a creditor of
that Subsidiary.  Accordingly, the
Guarantor’s obligations under this Preferred Securities Guarantee will be
effectively subordinated to all existing and future liabilities of the
Guarantor’s Subsidiaries, and claimants should look only to the assets of the
Guarantor for payments hereunder.  This
Preferred Securities Guarantee does not limit the incurrence or issuance of
other secured or unsecured debt of the Guarantor, including Senior Debt of the
Guarantor, under any indenture that the Guarantor may enter into in the future
or otherwise.


 


ARTICLE
VII

TERMINATION


 


Section 7.1                                   Termination.  This Preferred Securities Guarantee shall
terminate upon (a) full payment of the Redemption Price of all the
Preferred Securities, (b) full payment of the 


 


15

















 


amounts payable in
accordance with the Trust Agreement upon liquidation of the Trust, or (c) distribution
of the Debentures to the Holders of the Preferred Securities. Notwithstanding
the foregoing, this Preferred Securities Guarantee shall continue to be
effective or shall be reinstated, as the case may be, if at any time any Holder
of Preferred Securities must restore payment of any sums paid under the
Preferred Securities or under this Preferred Securities Guarantee.


 


ARTICLE
VIII

INDEMNIFICATION


 


Section 8.1                                   Exculpation.


 


(a)           No Indemnified Person shall be
liable, responsible or accountable in damages or otherwise to the Guarantor or
any Covered Person for any loss, damage or claim incurred by reason of any act
or omission performed or omitted by such Indemnified Person in good faith in
accordance with this Preferred Securities Guarantee and in a manner that such
Indemnified Person reasonably believed to be within the scope of the authority conferred
on such Indemnified Person by this Preferred Securities Guarantee or by law,
except that an Indemnified Person shall be liable for any such loss, damage or
claim incurred by reason of such Indemnified Person’s negligence or willful
misconduct with respect to such acts or omissions.


 


(b)           An Indemnified Person shall be fully
protected in relying in good faith upon the records of the Guarantor and upon
such information, opinions, reports or statements presented to the Guarantor by
any Person as to matters the Indemnified Person reasonably believes are within
such other Person’s professional or expert competence, including information,
opinions, reports or statements as to the value and amount of the assets,
liabilities, profits, losses, or any other facts pertinent to the existence and
amount of assets from which Distributions to the Holders of the Preferred
Securities might properly be paid.


 


Section 8.2                                   Indemnification.


 


(a)           The Guarantor agrees to indemnify
each Indemnified Person for, and to hold each Indemnified Person harmless
against, any loss, liability or expense incurred without negligence or bad
faith on its part, arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder, including the costs and expenses
(including reasonable legal fees and expenses) of defending itself against, or
investigating, any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder. The obligation to
indemnify as set forth in this Section 8.2 shall survive the termination
of this Preferred Securities Guarantee.


 


(b)           Promptly after receipt by an
Indemnified Person under this Section 8.2 of notice of the commencement of
any action, such Indemnified Person will, if a claim in respect thereof is to
be made against the Guarantor under this Section 8.2, notify the Guarantor
in writing of the commencement thereof; but the failure so to notify 


 


16

















 


the Guarantor (i) will not relieve the Guarantor
from liability under paragraph (a) above unless and to the extent
that the Guarantor did not otherwise learn of such action and such failure
results in the forfeiture by the Guarantor of substantial rights and defenses
and (ii) will not, in any event, relieve the Guarantor from any
obligations to any Indemnified Person other than the indemnification obligation
provided in paragraph (a) above. 
The Guarantor shall be entitled to appoint counsel of the Guarantor’s
choice at the Guarantor’s expense to represent the Indemnified Person in any
action for which indemnification is sought (in which case the Guarantor shall
not thereafter be responsible for the fees and expenses of any separate counsel
retained by the Indemnified Person or Persons except as set forth below); provided,
however, that such counsel shall be reasonably satisfactory to the
Indemnified Person.  Notwithstanding the
Guarantor’s election to appoint counsel to represent the Guarantor in an
action, the Indemnified Person shall have the right to employ separate counsel
(including local counsel), and the Guarantor shall bear the reasonable fees,
costs and expenses of such separate counsel if (i) the use of counsel
chosen by the Guarantor to represent the Indemnified Person would present such counsel
with a conflict of interest, (ii) the actual or potential defendants in,
or targets of, any such action include both the Indemnified Person and the
Guarantor and the Indemnified Person shall have reasonably concluded that there
may be legal defenses available to it and/or other Indemnified Person(s) which
are different from or additional to those available to the Guarantor, (iii) the
Guarantor shall not have employed counsel satisfactory to the Indemnified
Person to represent the Indemnified Person within a reasonable time after
notice of the institution of such action or (iv) the Guarantor shall
authorize the Indemnified Person to employ separate counsel at the expense of
the Guarantor.  The Guarantor will not,
without the prior written consent of the Indemnified Persons, settle or
compromise or consent to the entry of any judgment with respect to any pending
or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
Indemnified Persons are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each Indemnified Person from all liability arising out of such claim,
action, suit or proceeding.


 


ARTICLE
IX

MISCELLANEOUS


 


Section 9.1                                   Successors
and Assigns.  All guarantees and
agreements contained in this Preferred Securities Guarantee shall bind the
successors, assigns, receivers, trustees and representatives of the Guarantor
and shall inure to the benefit of the Holders of the Preferred Securities then
outstanding.  Except in connection with
any merger or consolidation of the Guarantor with or into another entity or any
sale, transfer or lease of the Guarantor’s assets to another entity, in each
case, to the extent permitted under the Indenture, the Guarantor may not assign
its rights or delegate its obligations under this Guarantee without the prior
approval of the Holders of at least a Majority in Liquidation Amount of the
Preferred Securities.


 


17

















 


Section 9.2                                   Amendments.  Except with respect to any changes that do
not adversely affect the rights of the Holders (in which case no consent of the
Holders will be required), this Preferred Securities Guarantee may only be
amended with the prior approval of the Holders of at least a Majority in
Liquidation Amount of the Preferred Securities. The provisions of Article VI
of the Trust Agreement with respect to meetings of the Holders of the Preferred
Securities apply to the giving of such approval.


 


Section 9.3                                   Notices.  All notices provided for in this Preferred
Securities Guarantee shall be in writing, duly signed by the party giving such
notice, and shall be delivered, telecopied or mailed by registered or certified
mail, as follows:


 


(a)           If given to the Preferred Guarantee
Trustee, at the Preferred Guarantee Trustee’s mailing address set forth below
(or such other address as the Preferred Guarantee Trustee may give notice of to
the Holders of the Preferred Securities):


 


Wilmington
Trust Company


Rodney
Square North


1100
North Market Street


Wilmington,
Delaware 19890-0001


Attention:   Corporate Trust Administration


 


(b)           If given to the Guarantor, at the
Guarantor’s mailing address set forth below (or such other address as the
Guarantor may give notice of to the Holders of the Preferred Securities):


 


S.Y. Bancorp, Inc.

1040 East Main Street


Louisville,
Kentucky 40206


Attention: Chief
Financial Officer


 


(c)           If given to any Holder of Preferred
Securities, at the address set forth on the books and records of the Trust.


 


All such notices shall be
deemed to have been given when received in person, telecopied with receipt
confirmed, or mailed by first class mail, postage prepaid except that if a
notice or other document is refused delivery or cannot be delivered because of
a changed address of which no notice was given, such notice or other document
shall be deemed to have been delivered on the date of such refusal or inability
to deliver.


 


Section 9.4                                   Benefit.  This Preferred Securities Guarantee is solely
for the benefit of the Holders of the Preferred Securities and, subject to Section 3.1(a),
is not separately transferable from the Preferred Securities.


 


18

















 


Section 9.5                                   Governing
Law.  THIS PREFERRED SECURITIES
GUARANTEE 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).


 


Section 9.6                                   Counterparts.  This Preferred Securities Guarantee may be
executed in one or more counterparts, each of which shall be an original, but
all of which taken together shall constitute one and the same instrument.


 


Section 9.7                                   Separability.  In case one or more of the provisions
contained in this Preferred Securities Guarantee shall for any reason be held
to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions of this
Preferred Securities Guarantee, but this Preferred Securities Guarantee shall
be construed as if such invalid or illegal or unenforceable provision had never
been contained herein.


 


Section 9.8                                   Limitation.  To the extent that the laws of the
Commonwealth of Kentucky are applicable to any matters of construction,
validity or performance of this Preferred Securities Guarantee, (a) the
maximum aggregate liability of the Guarantor under this Preferred Securities
Guarantee shall not exceed $30,000,000 plus interest accruing on the guaranteed
indebtedness (and interest accruing on such interest), and fees, charges and
costs of collecting such guaranteed indebtedness, including reasonable attorney’s
fees, and (b) unless terminated earlier in accordance with the terms
hereof, this Preferred Securities Guarantee will terminate on December 31,
2038, but such termination shall not relieve the Guarantor from liability with
respect to renewals of interest accruing on, or fees, costs or expenses
incurred with respect to such obligation on or after such date.


 


*  *  * 
*  *


 


19

















 


This Preferred Securities
Guarantee is executed as of the day and year first above written.


 


 


	
   

  	
  S.Y. BANCORP, INC.,

  
	
   

  	
  as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  David P. Heintzman

  
	
   

  	
  Title:

  	
  Chairman and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WILMINGTON TRUST COMPANY,

  
	
   

  	
  as Preferred Guarantee Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


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