Spectrum Capital Trust II Preferred Security Certificate (Cede & Co.)

Summary

This certificate represents ownership of cumulative preferred securities in Spectrum Capital Trust II, a Delaware statutory trust. The registered holder, Cede & Co., has beneficial interests in the trust's assets and is entitled to certain rights and benefits as outlined in the Trust Agreement and a related Guarantee Agreement. Transfers and exchanges of these securities are restricted and can only occur under specific conditions described in the Trust Agreement. The certificate also specifies the liquidation amount per security and binds the holder to the terms of the Trust Agreement.

EX-4.6 12 a2034392zex-4_6.txt FORM OF PREFERRED SECURITY CERTIFICATE EXHIBIT 4.6 This Preferred Security is a Book-Entry Preferred Securities Certificate within the meaning of the Trust Agreement hereinafter referred to and is registered in the name of The Depository Trust Company, a New York corporation (the "Depositary") or a nominee of the Depositary. This Preferred Security is exchangeable for Preferred Securities registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Trust Agreement (as defined below) and no transfer of this Preferred Security (other than a transfer of this Preferred Security as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be registered except in limited circumstances. Unless this Preferred Security is presented by an authorized representative of the Depositary to Spectrum Capital Trust II or its agent for registration of transfer, exchange or payment, and any Preferred Security issued is registered in the name of Cede & Co., or such other name as requested by an authorized representative of the Depositary (and any payment hereon is made to Cede & Co. or to such other entity as is requested by an authorized representative of the Depositary), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co. has an interest herein.

CUSIP NO. _________________ Certificate Evidencing Preferred Securities of Spectrum Capital Trust II _____% Cumulative Preferred Securities (liquidation amount $10 per Preferred Security) SPECTRUM CAPITAL TRUST II, a statutory business trust created under the laws of the State of Delaware (the "Trust"), hereby certifies that Cede & Co. (the "Holder") is the registered owner of _____________ (____________) preferred securities of the Trust representing undivided beneficial interests in the assets of the Trust and designated the _____% Cumulative Preferred Securities (liquidation amount $10 per Preferred Security) (the "Preferred Securities"). The Preferred Securities are transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer as provided in Section 504 of the Trust Agreement (as defined below). The designations, rights, privileges, restrictions, preferences, and other terms and provisions of the Preferred Securities are set forth in, and this certificate and the Preferred Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Trust Agreement of the Trust dated as of ______________, 2001, as the same may be amended from time to time (the "Trust Agreement"), including the designation of the terms of Preferred Securities as set forth therein. The Holder is entitled to the benefits of the Preferred Securities Guarantee Agreement entered into by Spectrum Bancorporation, Inc., an Iowa corporation, and Wilmington Trust Company, as guarantee trustee, dated as of _____________, 2001 (the "Guarantee"), to the extent provided therein. The Trust will furnish a copy of the Trust Agreement and the Guarantee to the Holder without charge upon written request to the Trust at its principal place of business or registered office. Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to the benefits thereunder. IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has executed this certificate this ___ day of __________, 2001. SPECTRUM CAPITAL TRUST II By: ---------------------------------------- Daniel A. Hamann, Administrative Trustee