PREFERRED SECURITIES GUARANTEE AGREEMENT SERVISFIRST BANCSHARES, INC.

Exhibit 10.3 Execution Copy   PREFERRED SECURITIES GUARANTEE AGREEMENT SERVISFIRST BANCSHARES, INC. SEPTEMBER 2, 2008  

TABLE OF CONTENTS

PREFERRED SECURITIES GUARANTEE AGREEMENT      This GUARANTEE AGREEMENT (the "Preferred Securities Guarantee"), dated as of September 2, 2008, is executed and delivered by ServisFirst Bancshares, Inc., a Delaware corporation (the "Guarantor"), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the "Preferred Securities Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of ServisFirst Capital Trust I, a Delaware statutory trust (the "Issuer").      WHEREAS, pursuant to an Amended and Restated Trust Agreement (the "Trust Agreement"), dated as of September 2, 2008, among the trustees of the Issuer, the Guarantor, as sponsor, and the holders from time to time of undivided beneficial interests in the assets of the Issuer, the Issuer is issuing on the date hereof 15,000 preferred securities, having an aggregate liquidation amount of $15,000,000, such preferred securities being designated the 8.5% Preferred Securities (collectively 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 below). The Guarantor agrees 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 acknowledges 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;

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     (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 under the Securities Act of 1933, as amended, or any successor rule thereunder.      " Business Day" means any day other than a Saturday or a Sunday, or a day on which banking institutions in The City of New York or Wilmington, Delaware are authorized or required by law or executive order to close.      " Common Securities" means the securities representing common undivided beneficial interests in the assets of the Issuer.      " Corporate Trust Office" means the office of the Preferred Securities Guarantee Trustee at which the corporate trust business of the Preferred Securities Guarantee Trustee shall, at any particular time, be principally administered, which office at the date of execution of this Agreement is located at Rodney Square North, 1100 Market Square North, Attention: Corporate Trust Administration.      " Covered Person" means any Holder or beneficial owner of Preferred Securities.      " Debentures" means the series of subordinated debt securities of the Guarantor designated the 8.5% Junior Subordinated Deferrable Interest Debentures due September 1, 2038 held by the Property Trustee (as defined in the Trust Agreement) of the Issuer.      " Event of Default" means a default by the Guarantor on any of its payment or other obligations under this Preferred Securities Guarantee.      " Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, or any successor legislation.      " GAAP" means generally accepted accounting principles, as recognized by the American Institute of Certificated Public Accountants and the Financial Accounting Standards Board, consistently applied and maintained on a consistent basis for the Guarantor and its subsidiaries throughout the period indicated and consistent with the prior financial practice of the Guarantor and its subsidiaries.      " 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 Issuer: (i) any accumulated and unpaid Distributions (as defined in the Trust Agreement) that are required to be paid on such Preferred Securities to the extent the Issuer has funds on hand legally available therefor at such time, (ii) the redemption price, including all accumulated and unpaid

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Distributions to the date of redemption (the "Redemption Price") to the extent the Issuer has funds on hand legally available therefor at such time, with respect to any Preferred Securities called for redemption by the Issuer, and (iii) upon a voluntary or involuntary termination and liquidation of the Issuer (other than in connection with the distribution of Debentures to the Holders in exchange for Preferred Securities as provided in the Trust Agreement), the lesser of (a) the aggregate of the liquidation amount and all accumulated and unpaid Distributions on the Preferred Securities to the date of payment, to the extent the Issuer has funds on hand legally available therefor, and (b) the amount of assets of the Issuer remaining available for distribution to Holders in liquidation of the Issuer.      " Holder" shall mean any holder, as registered on the books and records of the Issuer, of any Preferred Securities; provided, however, that, in determining whether the holders of the requisite percentage of Preferred Securities have given any request, notice, consent or waiver hereunder, "Holder" shall not include the Guarantor or any Affiliate of the Guarantor.      " Indemnified Person" means the Preferred Securities Guarantee Trustee, any Affiliate of the Preferred Securities Guarantee Trustee, or any officers, directors, shareholders, members, partners, employees, representatives, nominees, custodians or agents of the Preferred Securities Guarantee Trustee.      " Indenture" means the Indenture dated as of September 2, 2008, among the Guarantor (the "Debenture Issuer") and Wilmington Trust Company, as trustee, pursuant to which the Debentures are to be issued to the Property Trustee of the Issuer.      " Majority in liquidation amount of the Preferred Securities" means, except as provided by the Trust Indenture Act, a vote by Holder(s) of Preferred Securities, voting separately as a class, of more than 50% of the aggregate liquidation amount (including the stated amount that would be paid on redemption, liquidation or otherwise, plus accumulated and unpaid Distributions to the date upon which the voting percentages are determined) of all Preferred Securities.      " Officers’ Certificate" means, with respect to any person, a certificate signed by two of the following: the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Secretary or the Treasurer of the Guarantor. 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 definitions relating thereto;      (b) a brief statement of the nature and scope of the examination or investigation undertaken by each officer in rendering the Officer’s 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.

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     " Other Debentures" means all junior subordinated debentures issued by the Guarantor from time to time and sold to trusts to be established by the Guarantor (if any), in each case similar to the Issuer.      " Other Guarantees" means all guarantees hereafter issued by the Guarantor with respect to preferred securities (if any) similar to the Preferred Securities issued by other trusts to be established by the Guarantor (if any), in each case similar to the Issuer.      " 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 Securities Guarantee Trustee" means Wilmington Trust Company, until a Successor Preferred Securities 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 Securities Guarantee Trustee.      " Responsible Officer" means, with respect to the Preferred Securities Guarantee Trustee, any officer assigned to the Corporate Trust Office, including any managing director, vice president, assistant vice president, assistant treasurer, assistant secretary or any other officer of the Preferred Securities Guarantee Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular matter, any other officer to whom such matter is referred because of that officer’s knowledge of and familiarity with the particular subject.      " Successor Preferred Securities Guarantee Trustee" means a successor Preferred Securities Guarantee Trustee possessing the qualifications to act as Preferred Securities Guarantee Trustee under Section 4.1.      " Trust Indenture Act " means the Trust Indenture Act of 1939, as amended.      " Trust Securities" means the Common Securities and the Preferred Securities. ARTICLE II
TRUST INDENTURE ACT SECTION 2.1 Trust Indenture Act; Application.      (a) This Preferred Securities Guarantee is not subject to or governed by the Trust Indenture Act except to the extent set forth herein as expressly agreed to by the parties to this Preferred Securities Guarantee.      (b) The Preferred Securities Guarantee Trustee shall comply with the obligations set forth under Sections 311(a), 311(b) and 312(b) of the Trust Indenture Act.

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SECTION 2.2 Lists of Holders of Securities       [Intentionally Omitted]. SECTION 2.3 Reports by the Preferred Securities Guarantee Trustee      (a) Within 60 days after September 2 of each year, commencing September 2, 2009, the Preferred Securities Guarantee Trustee shall provide to the Holders a brief report with respect to any of the following events which may have occurred within the previous 12 months (but if no such event has occurred within such period no report need be transmitted):      (1) The character and amount of any advances made by it, as Preferred Securities Guarantee Trustee, which remain unpaid on the date of such report, and for the reimbursement of which it claims or may claim a lien or charge, prior to that of the Preferred Securities, on the trust estate or on property or funds held or collected by it as the Preferred Securities Guarantee Trustee, if such advances so remaining unpaid aggregate more than one-half of one per centum of the principal amount of the Preferred Securities outstanding on such date;      (2) Any change to the amount, interest rate, and maturity date of all other indebtedness owning to it in its individual capacity, on the date of such report, by the Guarantor, with a brief description of any property held as collateral security therefor, except an indebtedness based upon a creditor relationship arising in any manner described in Section 2.1(b);      (3) Any change to the property and funds physically in its possession as Preferred Securities Guarantee Trustee on the date of such report;      (4) Any additional issue of Preferred Securities which it has not previously reported; and      (5) Any action taken by it in the performance of its duties under the Preferred Securities Guarantee which it has not previously reported and which in its opinion materially affects the Preferred Securities or the trust estate.      (b) The Preferred Securities Guarantee Trustee shall transmit to the Holders a brief report with respect to the character and amount of any advances made by it as such since the date of the last report transmitted pursuant to the provisions of subsection (a) (or if no such report has yet been so transmitted, since the date of execution of the Preferred Securities Guarantee), for the reimbursement of which it claims or may claim a lien or charge, prior to that of the Preferred Securities, on the trust estate or on property or funds held or collected by it as such Preferred Securities Guarantee Trustee, and which it has not previously reported pursuant to this paragraph, if such advances remaining unpaid at any time aggregate more than 10 per centum of the principal amount of Preferred Securities outstanding at such time, such report to be so transmitted within 90 days after such time.

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     (c) Reports pursuant to this section shall be transmitted by mail:      (1) To all registered holders of Preferred Securities, as the names and addresses of such Holders appear upon the registration books of the Issuer; and      (2) To such holders of Preferred Securities as have, within the two years preceding such transmission, filed their names and addresses with the Preferred Securities Guarantee Trustee for that purpose. SECTION 2.4 Periodic Reports to Preferred Securities Guarantee Trustee           (a) General. The Guarantor shall furnish to the Preferred Securities Guarantee Trustee:           (i) unless the Guarantor is then filing comparable reports pursuant to the reporting requirements of the Exchange Act, as soon as practicable and in any event within 45 days after the end of the first, second and third quarterly accounting periods of each fiscal year (commencing with the quarter ending September 30, 2008), the Guarantor’s unaudited consolidated balance sheet as of the last day of such quarterly period and the related consolidated statements of income and cash flows during such quarterly period prepared in accordance with GAAP and (in the case of second and third quarterly periods) for the portion of the fiscal year ending with the last day of such quarterly period, setting forth in each case in comparative form corresponding unaudited figures from the preceding fiscal year;           (ii) unless the Guarantor is then filing comparable reports pursuant to the reporting requirements of the Exchange Act, as soon as practicable and in any event within 90 days after the end of each fiscal year (commencing with the fiscal year ending December 31, 2008), the Guarantor’s consolidated balance sheet as of the end of such year and the related consolidated statements of income, cash flows, and shareholders’ equity during such year setting forth in each case in comparative form corresponding figures from the preceding fiscal year accompanied by an audit report thereon of a firm of independent public accountants registered with the Public Company Accounting Oversight Board;           (iii) at the time of the delivery of the report provided for in clause (ii) above (or at the time of the filing of the comparable report pursuant to the Exchange Act), an Officers’ Certificate in form attached hereto as Exhibit A to the effect that, to the best of such officers’ knowledge, no default or Event of Default under the Guarantee Agreement has occurred and is continuing or, if any default or Event of Default thereunder has occurred and is continuing, specifying the nature and extent thereof and what action the Guarantor is taking or proposes to take in response thereto; and           (iv) promptly after the Guarantor obtains actual knowledge of the occurrence thereof, written notice of the occurrence of any event or condition which constitutes an Event of Default, and an Officers’ Certificate of the Guarantor specifically stating that such Event of Default has occurred and setting forth the details thereof and the action which the Guarantor is taking or proposes to take with respect thereto.

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          (b) All such information provided to the Preferred Securities Guarantee Trustee as indicated above also will be provided by the Preferred Securities Guarantee Trustee upon written request to the Preferred Securities Guarantee Trustee (which may be a single continuing request), to (x) Holders, (y) holders of beneficial interests in the Preferred Securities or (z) prospective purchasers of the Preferred Securities (and of beneficial interests in the Preferred Securities). The Guarantor shall furnish to the Preferred Securities Guarantee Trustee, upon its request, sufficient copies of all such information to accommodate the requests of such Holders (and holders of beneficial interests therein) and prospective holders of Securities (and of beneficial interests therein)           (c) Upon the request of any Holder, any holder of a beneficial interest in the Preferred Securities, or the Preferred Securities Guarantee Trustee (on behalf of a Holder or a holder of a beneficial interest in the Preferred Securities), the Guarantor shall furnish such information as is specified in paragraph (d)(4) of Rule 144A to Holders (and to holders of beneficial interests in the Preferred Securities), prospective purchasers of the Preferred Securities (and of beneficial interests in the Preferred Securities) who are Qualified Institutional Buyers or Accredited Investors or to the Preferred Securities Guarantee Trustee for delivery to such Holder (or holders of beneficial interests in the Preferred Securities) or prospective purchasers of the Preferred Securities (or prospective purchasers of beneficial interests therein), as the case may be, unless, at the time of such request, the Guarantor is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. SECTION 2.5 Evidence of Compliance with Conditions Precedent           (a) The Guarantor shall furnish to the Preferred Securities Guarantee Trustee evidence of compliance with the conditions precedent, if any, provided for in the Preferred Securities Guarantee (including any covenants compliance with which constitutes a condition precedent) which relate to the satisfaction and discharge of the Preferred Securities Guarantee, or to any other action to be taken by the Preferred Securities Guarantee Trustee at the request or upon the application of the Guarantor. Such evidence shall consist of the following:           (i) Officers’ Certificates or opinions made by officers of the Guarantor stating that such conditions precedent have been complied with; and           (ii) An opinion of counsel (who may be counsel of the Guarantor) stating that in his opinion such conditions precedent have been complied with. SECTION 2.6 Events of Default; Waiver      The Holders of a Majority in liquidation amount of 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.

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SECTION 2.7 Event of Default; Notice      (a) The Preferred Securities Guarantee Trustee shall, within 90 days after the occurrence of a default with respect to this Preferred Securities Guarantee known to a Responsible Officer of the Preferred Securities Guarantee Trustee, mail by first class postage prepaid, to all Holders of the Preferred Securities, notices of all defaults actually known to a Responsible Officer of the Preferred Securities Guarantee Trustee, unless such defaults have been cured before the giving of such notice, provided, that, except in the case of default in the payment of any Guarantee Payment, the Preferred Securities Guarantee Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee, or a trust committee of directors and/or Responsible Officers of the Preferred Securities 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 Securities Guarantee Trustee shall not be deemed to have knowledge of any Event of Default unless the Preferred Securities Guarantee Trustee shall have received written notice, or a Responsible Officer of th