PREFERRED SECURITIES GUARANTEE AGREEMENT BY AND BETWEEN S.Y. BANCORP, INC. AND WILMINGTON TRUST COMPANYPreferred Securities Guarantee Agreement • December 5th, 2008 • S.Y. Bancorp Capital Trust II • State commercial banks • Delaware
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”).
S.Y. BANCORP, INC. AND WILMINGTON TRUST COMPANY, AS TRUSTEE INDENTURE [ %] SUBORDINATED DEBENTURES DUE 2038 DATED AS OF [DECEMBER , 2008]S.Y. Bancorp Capital Trust II • December 5th, 2008 • State commercial banks • Delaware
INDENTURE, dated as of [December , 2008], between S.Y. BANCORP, INC., a Kentucky corporation (the “Company”), and WILMINGTON TRUST COMPANY, a banking corporation duly organized and existing under the laws of the State of Delaware, as trustee (the “Trustee”).
2,700,000 Preferred Securities % Cumulative Trust Preferred Securities (Liquidation Amount of $10 per Preferred Security) UNDERWRITING AGREEMENTUnderwriting Agreement • December 5th, 2008 • S.Y. Bancorp Capital Trust II • State commercial banks • Kentucky
The Offerors hereby confirm as follows their agreement with the Underwriter in connection with the proposed purchase of the Designated Preferred Securities.
TRUST AGREEMENTTrust Agreement • December 5th, 2008 • S.Y. Bancorp Capital Trust II • State commercial banks • Delaware
This TRUST AGREEMENT, dated as of December 2, 2008 (this “Trust Agreement”), among (i) S.Y. BANCORP, INC., a Kentucky corporation (the “Depositor”), (ii) WILMINGTON TRUST COMPANY, a Delaware banking corporation, as property trustee and Delaware trustee, and (iii) DAVID P. HEINTZMAN, NANCY B. DAVIS and T. CLAY STINNETT, each an individual, as trustees (each of such trustees in (ii) and (iii) a “Trustee” and collectively, the “Trustees”). The Depositor and the Trustees hereby agree as follows:
AGREEMENT AS TO EXPENSES AND LIABILITIESExpenses and Liabilities • December 5th, 2008 • S.Y. Bancorp Capital Trust II • State commercial banks • Delaware
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”).
