0000892303-08-000103 Sample Contracts

S.Y. BANCORP, INC. AND WILMINGTON TRUST COMPANY, AS TRUSTEE INDENTURE 10.00% SUBORDINATED DEBENTURES DUE 2038 DATED AS OF DECEMBER 23, 2008
Indenture • December 23rd, 2008 • S Y Bancorp Inc • State commercial banks • Delaware

INDENTURE, dated as of December 23, 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").

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PREFERRED SECURITIES GUARANTEE AGREEMENT BY AND BETWEEN S.Y. BANCORP, INC. AND WILMINGTON TRUST COMPANY
Preferred Securities Guarantee Agreement • December 23rd, 2008 • S Y Bancorp Inc • State commercial banks • Delaware

This PREFERRED SECURITIES GUARANTEE AGREEMENT (this "Preferred Securities Guarantee"), dated as of December 23, 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").

2,700,000 Preferred Securities (Liquidation Amount of $10 per Preferred Security) UNDERWRITING AGREEMENT
Underwriting Agreement • December 23rd, 2008 • S Y Bancorp Inc • 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.

AGREEMENT AS TO EXPENSES AND LIABILITIES
Agreement • December 23rd, 2008 • S Y Bancorp Inc • State commercial banks • Delaware

AGREEMENT AS TO EXPENSES AND LIABILITIES (this "Agreement") dated as of December 23, 2008, between S.Y. BANCORP, INC., a Kentucky corporation (the "Company"), and S.Y. BANCORP CAPITAL TRUST II, a Delaware statutory trust (the "Trust").

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