GUARANTEE AGREEMENT

EXHIBIT 4.3

GUARANTEE AGREEMENT

by

METROCORP, INC.

METROCORP CAPITAL TRUST I

Dated as of November 1, 2001

TABLE OF CONTENTS

     GUARANTEE AGREEMENT dated as of November 1, 2001 is executed and delivered by METROCORP, INC., a Delaware corporation (the “Guarantor” ) having its principal office 1523 8 ^th Street, East Moline, Illinois 61244, for the benefit of the Holders (as defined in the Trust Agreement, as defined below) from time to time of the Capital Securities (as defined below) of METROCORP CAPITAL TRUST I , a Delaware business trust (the “Issuer” ).

Witnesseth:

      Whereas , pursuant to an Amended and Restated Trust Agreement dated as of even date herewith (the “Trust Agreement” ) among the Guarantor as Depositor, the Property Trustee, the Delaware Trustee and the Administrators named therein, the Issuer is issuing $10,000,000 aggregate Liquidation Preference (as defined in the Trust Agreement) of its Floating Rate Cumulative Capital Securities (the “Capital Securities” ) representing preferred undivided beneficial interests in the assets of the Issuer and having the terms set forth in the Trust Agreement;

      Whereas , the Capital Securities will be issued by the Issuer and the proceeds thereof, together with the proceeds from the issuance of the Issuer’s Common Securities (as defined in the Trust Agreement), will be used to purchase the Subordinated Note (as defined herein) of the Guarantor, which will be deposited with Wilmington Trust Company, as Property Trustee under the Trust Agreement, as trust assets; and

      Whereas , to induce the Holders of the Capital Securities to purchase the Capital Securities, the Guarantor desires irrevocably and unconditionally to agree, to the extent set forth herein, to guarantee the payment and performance by the Issuer of the Guaranteed 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 the Capital Securities, which purchase the Guarantor hereby agrees shall benefit the Guarantor, the Guarantor executes and delivers this Guarantee Agreement for the benefit of the Holders from time to time of the Capital Securities:

Article I
Definitions

     As used in this Guarantee Agreement, the terms set forth below shall, unless the context otherwise requires, have the following meanings:

      “Guaranteed Payments” means the following payments or distributions due and payable by the Issuer with respect to the Capital Securities if and to the extent such payments are not fully and timely made by or on behalf of the Issuer: (i) any accumulated and unpaid Distributions (as defined in the Trust Agreement) required to be paid on the Capital Securities, to the extent the Issuer shall have funds on hand available therefor at such time, (ii) the redemption amount, including all accumulated and unpaid Distributions to the date of

redemption (the “Redemption Amount” ), with respect to any Capital Securities required to be redeemed or called for redemption by the Issuer, to the extent the Issuer shall have funds on hand available therefor at such time, and (iii) upon a voluntary or involuntary termination, winding up or liquidation of the Issuer, the lesser of (a) the aggregate of the then applicable Liquidation Preference per Capital Security plus accumulated and unpaid Distributions on the Capital Securities to the date of payment, to the extent that the Issuer shall have funds available therefor at such time and (b) the amount of assets of the Issuer remaining available for distribution to Holders in liquidation of the Issuer (in either case, the “Liquidation Distribution” ). The payments and distributions described in clauses (i) and (ii) above shall include, without limitation, payments and distributions, at the then applicable rate or rates provided in the Trust Agreement, scheduled to be made after the occurrence of a Bankruptcy Event with respect to the Trust, whether or not a claim for post-filing or post-petition interest or a similar claim would be allowed in any proceeding with respect to such Bankruptcy Event.

      “Subordinated Loan Agreement” means the Subordinated Loan Agreement dated as of even date herewith between the Guarantor and the Issuer.

      “Subordinated Note” means the Subordinated Promissory Note due November 1, 2031 issued by the Guarantor pursuant to the Subordinated Loan Agreement, or any instrument issued in replacement thereof.

Capitalized and other defined terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Trust Agreement as in effect on the date hereof.

Article II
Guarantee

Section 2.1. Guarantee . The Guarantor irrevocably, absolutely and unconditionally agrees to pay in full to the Holders of the Capital Securities the Guaranteed Payments (without duplication of amounts theretofore paid by or on behalf of the Issuer), as and when due, regardless of any defense, right of set-off or counterclaim which the Issuer may have or assert. The Guarantor = s obligation to make a Guaranteed Payment may be satisfied by direct payment of the required amounts by the Guarantor to the Holders of the Capital Securities or by causing the Issuer to pay such amounts to such Holders.

Section 2.2. Waiver of Notice and Demand . The Guarantor hereby waives notice of acceptance of this Guarantee Agreement and of any liability to which it applies or may apply, presentment, demand for payment, any right to require a proceeding first against the Issuer 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.

Section 2.3. Obligations Not Affected . The obligations, covenants, agreements and duties of the Guarantor under this Guarantee 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 release or waiver, by operation of law or otherwise, of the performance or observance by the Issuer of any express or implied agreement, covenant, term or condition relating to the Capital Securities (or any docu