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TABLE OF CONTENTS
 PageARTICLE I INTERPRETATION AND DEFINITIONS
    
    
    1SECTION 1.1. Definitions
    
    
    1ARTICLE II ORGANIZATION
    
    
    9SECTION 2.1. Name
    
    
    9SECTION 2.2. Office
    
    
    9SECTION 2.3. Purpose
    
    
    9SECTION 2.4. Authority
    
    
    9SECTION 2.5. Title to Property of the Trust
    
    
    10SECTION 2.6. Powers and Duties of the Trustees and the Administrators
    
    
    10SECTION 2.7. Prohibition of Actions by the Trust and the Trustees
    
    
    15SECTION 2.8. Powers and Duties of the Institutional Trustee
    
    
    15SECTION 2.9. Certain Duties and Responsibilities of the Trustees and the
    
    
    17AdministratorsSECTION 2.10. Certain Rights of Institutional Trustee
    
    
    19SECTION 2.11. Delaware Trustee
    
    
    21SECTION 2.12. Execution of Documents
    
    
    21SECTION 2.13. Not Responsible for Recitals or Issuance of Securities
    
    
    21SECTION 2.14. Duration of Trust
    
    
    22SECTION 2.15. Mergers
    
    
    22ARTICLE III SPONSOR
    
    
    24SECTION 3.1. Sponsors Purchase of Common Securities
    
    
    24SECTION 3.2. Responsibilities of the Sponsor
    
    
    24ARTICLE IV TRUSTEES AND ADMINISTRATORS
    
    
    24SECTION 4.1. Number of Trustees
    
    
    24SECTION 4.2. Delaware Trustee
    
    
    25SECTION 4.3. Institutional Trustee; Eligibility
    
    
    25SECTION 4.4. Certain Qualifications of the Delaware Trustee Generally
    
    
    25SECTION 4.5. Administrators
    
    
    26
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TABLE OF CONTENTS
 PageSECTION 4.6. Initial Delaware Trustee
    
    
    26SECTION 4.7. Appointment, Removal and Resignation of the Trustees and the Administrator
    
    
    26SECTION 4.8. Vacancies Among Trustees
    
    
    28SECTION 4.9. Effect of Vacancies
    
    
    28SECTION 4.10. Meetings of the Trustees and the Administrators
    
    
    28SECTION 4.11. Delegation of Power
    
    
    29SECTION 4.12. Merger, Conversion, Consolidation or Succession to Business
    
    
    29ARTICLE V DISTRIBUTIONS
    
    
    29SECTION 5.1. Distributions
    
    
    29ARTICLE VI ISSUANCE OF SECURITIES
    
    
    30SECTION 6.1. General Provisions Regarding Securities
    
    
    30SECTION 6.2. Paying Agent, Transfer Agent, Calculation Agent and Registrar
    
    
    31SECTION 6.3. Form and Dating
    
    
    31SECTION 6.4. Book-Entry Capital Securities
    
    
    32SECTION 6.5. Mutilated, Destroyed, Lost or Stolen Certificates
    
    
    34SECTION 6.6. Temporary Securities
    
    
    34SECTION 6.7. Cancellation
    
    
    34SECTION 6.8. Rights of Holders; Waivers of Past Defaults
    
    
    34ARTICLE VII DISSOLUTION AND TERMINATION OF TRUST
    
    
    36SECTION 7.1. Dissolution and Termination of Trust
    
    
    36ARTICLE VIII TRANSFER OF INTERESTS
    
    
    37SECTION 8.1. General
    
    
    37SECTION 8.2. Transfer Procedures and Restrictions
    
    
    38SECTION 8.3. Deemed Security Holders
    
    
    41ARTICLE IX LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS
    
    
    42SECTION 9.1. Liability
    
    
    42
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TABLE OF CONTENTS
 PageSECTION 9.2. Exculpation
    
    
    42SECTION 9.3. Fiduciary Duty
    
    
    43SECTION 9.4. Indemnification
    
    
    43SECTION 9.5. Outside Businesses
    
    
    46SECTION 9.6. Compensation; Fee
    
    
    47ARTICLE X ACCOUNTING
    
    
    47SECTION 10.1. Fiscal Year
    
    
    47SECTION 10.2. Certain Accounting Matters
    
    
    47SECTION 10.3. Banking
    
    
    48SECTION 10.4. Withholding
    
    
    48ARTICLE XI AMENDMENTS AND MEETINGS
    
    
    49SECTION 11.1. Amendments
    
    
    49SECTION 11.2. Meetings of the Holders of the Securities; Action by Written Consent
    
    
    51ARTICLE XII REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE
    
    
    52SECTION 12.1. Representations and Warranties of Institutional Trustee
    
    
    52SECTION 12.2. Representations and Warranties of Delaware Trustee
    
    
    53ARTICLE XIII MISCELLANEOUS
    
    
    54SECTION 13.1. Notices
    
    
    54SECTION 13.2. Governing Law
    
    
    55SECTION 13.3. Submission to Jurisdiction
    
    
    55SECTION 13.4. Intention of the Parties
    
    
    56SECTION 13.5. Headings
    
    
    56SECTION 13.6. Successors and Assigns
    
    
    56SECTION 13.7. Partial Enforceability
    
    
    56SECTION 13.8. Counterparts
    
    
    56
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TABLE OF CONTENTS
 PageANNEXES AND EXHIBITSANNEX I Terms of Capital Securities and Common SecuritiesEXHIBIT A-1 Form of Capital Security CertificateEXHIBIT A-2 Form of Common Security Certificate
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Definitions. Unless the context otherwise requires:




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-7-




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Name. The Trust is named LNB Trust II, as such name may be modified from
time to time by the Administrators following written notice to the Institutional Trustee and the
Holders of the Securities. The Trusts activities may be conducted under the name of the Trust or
any other name deemed advisable by the Administrators.
 Office. The address of the principal office of the Trust, which shall be in
a state of the United States or the District of Columbia, is 457 Broadway, Lorain, Ohio 44052. On
ten Business Days written notice to the Institutional Trustee and the Holders of the Securities,
the Administrators may designate another principal office, which shall be in a state of the United
States or the District of Columbia.
 Purpose. The exclusive purposes and functions of the Trust are (a) to issue
and sell the Securities representing undivided beneficial interests in the assets of the Trust, (b)
to invest the gross proceeds from such sale to acquire the Debentures, (c) to facilitate direct
investment in the assets of the Trust through issuance of the Common Securities and the Capital
Securities and (d) except as otherwise limited herein, to engage in only those other activities
incidental thereto that are deemed necessary or advisable by the Institutional Trustee, including,
without limitation, those activities specified in this Declaration. The Trust shall not borrow
money, issue debt or reinvest proceeds derived from investments, pledge any of its assets, or
otherwise undertake (or permit to be undertaken) any activity that would cause the Trust not to be
classified for United States federal income tax purposes as a grantor trust.
 Authority. Except as specifically provided in this Declaration, the
Institutional Trustee shall have exclusive and complete authority to carry out the purposes of the
Trust. An action taken by a Trustee on behalf of the Trust and in accordance with such Trustees
powers shall constitute the act of and serve to bind the Trust. In dealing with the Trustees acting
on behalf of the Trust, no Person shall be required to inquire into the authority of the Trustees
to bind the Trust. Persons dealing with the Trust are entitled to rely conclusively on the power
and authority of the Trustees as set forth in this Declaration. The Administrators shall have only
those ministerial duties set forth herein with respect to accomplishing the purposes of the Trust
and are not intended to be trustees or fiduciaries with respect to the Trust or the Holders. The
Institutional Trustee shall have the right, but shall not be obligated except as provided in
Section 2.6, to perform those duties assigned to the Administrators.
 Title to Property of the Trust. Except as provided in Section 2.6(g) and
Section 2.8 with respect to the Debentures and the Property Account or as otherwise provided in
this Declaration, legal title to all assets of the Trust shall be vested in the Trust. The Holders
shall
 -8-




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not have legal title to any part of the assets of the Trust, but shall have an undivided
beneficial interest in the assets of the Trust.
 Powers and Duties of the Trustees and the Administrators.
         -9-




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-10-




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provided
  -11-




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-12-




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-13-




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Prohibition of Actions by the Trust and the Trustees. The Trust shall not,
and the Institutional Trustee and the Administrators shall not, and the Administrators shall cause
the Trust not to, engage in any activity other than as required or authorized by this Declaration.
In particular, the Trust shall not, and the Institutional Trustee and the Administrators shall not
cause the Trust to:
        Powers and Duties of the Institutional Trustee.
    -14-




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provided however provided however
   -15-




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Certain Duties and Responsibilities of the Trustees and the Administrators.
   -16-




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-17-




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Certain Rights of Institutional Trustee. Subject to the provisions of
Section 2.9.
       -18-




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provided
      -19-




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Delaware Trustee. Notwithstanding any other provision of this Declaration
other than Section 4.2, the Delaware Trustee shall not be entitled to exercise any powers, nor
shall the Delaware Trustee have any of the duties and responsibilities of any of the Trustees or
the Administrators described in this Declaration (except as may be required under the Statutory
Trust Act). Except as set forth in Section 4.2, the Delaware Trustee shall be a Trustee for the
sole and limited purpose of fulfilling the requirements of § 3807 of the Statutory Trust Act.
 Execution of Documents. Unless otherwise determined in writing by the
Institutional Trustee, and except as otherwise required by the Statutory Trust Act, the
Institutional Trustee, or any one or more of the Administrators, as the case may be, is authorized
to execute and deliver on behalf of the Trust any documents, agreements, instruments or
certificates that the Trustees or the Administrators, as the case may be, have the power and
authority to execute pursuant to Section 2.6.
 Not Responsible for Recitals or Issuance of Securities. The recitals
contained in this Declaration and the Securities shall be taken as the statements of the Sponsor,
and the Trustees do not assume any responsibility for their correctness. The Trustees make no
representations as to the value or condition of the property of the Trust or any part thereof. The
Trustees make no representations as to the validity or sufficiency of this Declaration, the
Debentures or the Securities.
 -20-




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Duration of Trust. The Trust, unless dissolved pursuant to the provisions
of Article VII hereof, shall have existence for thirty-five (35) years from the Closing Date.
 Mergers.
  provided
        -21-




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-22-




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Sponsors Purchase of Common Securities. On the Closing Date, the Sponsor
will purchase all of the Common Securities issued by the Trust, in an amount at least equal to 3%
of the capital of the Trust, at the same time as the Capital Securities are sold.
 Responsibilities of the Sponsor. In connection with the issue and sale of
the Capital Securities, the Sponsor shall have the exclusive right and responsibility and sole
decision to engage in, or direct the Administrators to engage in, the following activities:
      Number of Trustees. The number of Trustees initially shall be two, and:
  provided however
 Delaware Trustee. If required by the Statutory Trust Act, one Trustee (the
Delaware Trustee) shall be:
  -23-




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Institutional Trustee; Eligibility.
        Certain Qualifications of the Delaware Trustee Generally. The Delaware
Trustee shall be a U.S. Person and either a natural person who is at least 21 years of age or a
legal entity that shall act through one or more Authorized Officers.
 Administrators. Each Administrator shall be a U.S. Person.
  -24-




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Initial Delaware Trustee. The initial Delaware Trustee shall be Wells Fargo
Delaware Trust Company.
 Appointment, Removal and Resignation of the Trustees and the Administrators.
    -25-




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-26-




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Vacancies Among Trustees. If a Trustee ceases to hold office for any reason
and the number of Trustees is not reduced pursuant to Section 4.1, or if the number of Trustees is
increased pursuant to Section 4.1, a vacancy shall occur. A resolution certifying the existence of
such vacancy by the Trustees or, if there are more than two, a majority of the Trustees shall be
conclusive evidence of the existence of such vacancy. The vacancy shall be filled with a Trustee
appointed in accordance with Section 4.7.
 Effect of Vacancies. The death, resignation, retirement, removal,
bankruptcy, dissolution, liquidation, incompetence or incapacity to perform the duties of a Trustee
shall not operate to dissolve, terminate or annul the Trust or terminate this Declaration. Whenever
a vacancy in the number of Trustees shall occur, until such vacancy is filled by the appointment of
a Trustee in accordance with Section 4.7, the Institutional Trustee shall have all the powers
granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this
Declaration.
 Meetings of the Trustees and the Administrators. Meetings of the Trustees
or the Administrators shall be held from time to time upon the call of any Trustee or
Administrator, as applicable. Regular meetings of the Trustees and the Administrators,
respectively, may be in person in the United States or by telephone, at a place (if applicable) and
time fixed by resolution of the Trustees or the Administrators, as applicable. Notice of any
in-person meetings of the Trustees or the Administrators shall be hand delivered or otherwise
delivered in writing (including by facsimile, with a hard copy by overnight courier) not less than
48 hours before such meeting. Notice of any telephonic meetings of the Trustees or the
Administrators or any committee thereof shall be hand delivered or otherwise delivered in writing
(including by facsimile, with a hard copy by overnight courier) not less than 24 hours before a
meeting. Notices shall contain a brief statement of the time, place and anticipated purposes of the
meeting. The presence (whether in person or by telephone) of a Trustee or an Administrator, as the
case may be, at a meeting shall constitute a waiver of notice of such meeting except where a
Trustee or an Administrator, as the case may be, attends a meeting for the express purpose of
objecting to the transaction of any activity on the ground that the meeting has not been lawfully
called or convened. Unless provided otherwise in this Declaration, any action of the Trustees or
the Administrators, as the case may be, may be taken at a meeting by vote of a majority of the
Trustees or the Administrators present (whether in person or by telephone) and eligible to vote
with respect to such matter; provided, that, in the case of the Administrators, a Quorum is
present, or without a meeting by the unanimous written consent of the Trustees or the
Administrators, as the case may be. Meetings of the Trustees and the Administrators together shall
be held from time to time upon the call of any Trustee or Administrator.
 Delegation of Power.
  -27-




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Merger, Conversion, Consolidation or Succession to Business. Any Person
into which the Institutional Trustee or the Delaware Trustee, as the case may be, may be merged or
converted or with which either may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which the Institutional Trustee or the Delaware Trustee, as the case
may be, shall be a party, or any Person succeeding to all or substantially all the corporate trust
business of the Institutional Trustee or the Delaware Trustee, as the case may be, shall be the
successor of the Institutional Trustee or the Delaware Trustee, as the case may be, hereunder,
without the execution or filing of any paper or any further act on the part of any of the parties
hereto, provided such Person shall be otherwise qualified and eligible under this Article and,
provided, further, that such Person shall file an amendment to the Certificate of Trust with the
Secretary of State of the State of Delaware as contemplated in Section 4.7(i).
   Distributions. Holders shall receive Distributions in accordance with the
applicable terms of the relevant Holders Securities. Distributions shall be made on the Capital
Securities and the Common Securities in accordance with the preferences set forth in their
respective terms. If and to the extent that the Debenture Issuer makes a payment of interest
(including any Additional Interest or Deferred Interest) or premium, if any, on and/or principal on
the Debentures held by the Institutional Trustee (the amount of any such payment being a Payment
Amount), the Institutional Trustee shall and is directed, to the extent funds are available in the
Property Account for that purpose, to make a distribution (a Distribution) of the Payment Amount
to Holders. For the avoidance of doubt, funds in the Property Account shall not be distributed to
Holders to the extent of any taxes payable by the Trust, in the case of withholding taxes, as
determined by the Institutional Trustee or any Paying Agent and, in the case of taxes other than
withholding tax taxes, as determined by the Administrators in a written notice to the Institutional
Trustee.
   General Provisions Regarding Securities.
  -28-




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pari passu
      Paying Agent, Transfer Agent, Calculation Agent and Registrar.
  -29-




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Form and Dating.
   Book-Entry Capital Securities.
 -30-




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-31-




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provided
  Mutilated, Destroyed, Lost or Stolen Certificates. If:
   -32-




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Temporary Securities. Until definitive Securities are ready for delivery,
the Administrators may prepare and, in the case of the Capital Securities, the Institutional
Trustee shall authenticate, temporary Securities. Temporary Securities shall be substantially in
form of definitive Securities but may have variations that the Administrators consider appropriate
for temporary Securities. Without unreasonable delay, the Administrators shall prepare and, in the
case of the Capital Securities, the Institutional Trustee shall authenticate definitive Securities
in exchange for temporary Securities.
 Cancellation. The Administrators at any time may deliver Securities to the
Institutional Trustee for cancellation. The Registrar shall forward to the Institutional Trustee
any Securities surrendered to it for registration of transfer, redemption or payment. The
Institutional Trustee shall promptly cancel all Securities surrendered for registration of
transfer, payment, replacement or cancellation and shall dispose of such canceled Securities in
accordance with its standard procedures or otherwise as the Administrators direct. The
Administrators may not issue new Securities to replace Securities that have been paid or that have
been delivered to the Institutional Trustee for cancellation.
 Rights of Holders; Waivers of Past Defaults.
    -33-




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-34-




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Dissolution and Termination of Trust
         -35-




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General.
     -36-




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Transfer Procedures and Restrictions.
  provided however
  DTC
 -37-




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-38-




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-39-




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Deemed Security Holders. The Trust, the Administrators, the Trustees, the
Paying Agent, the Transfer Agent or the Registrar may treat the Person in whose name any
Certificate shall be registered on the books and records of the Trust as the sole holder of such
Certificate and of the Securities represented by such Certificate for purposes of receiving
Distributions and for all other purposes whatsoever and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such Certificate or in the Securities
represented by such Certificate on the part of any Person, whether or not the Trust, the
Administrators, the Trustees, the Paying Agent, the Transfer Agent or the Registrar shall have
actual or other notice thereof.
 
 Liability.
  -40-




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Exculpation.
   Fiduciary Duty.
  -41-




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Indemnification. (a) The Sponsor shall indemnify, to the fullest extent
permitted by law, any Indemnified Person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the Trust) by reason of
the fact that such Person is or was an Indemnified Person against expenses (including attorneys
fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such Person in connection with such action, suit or proceeding if such Person acted in
good faith and in a manner such Person reasonably believed to be in or not opposed to the best
interests of the Trust, and, with respect to any criminal action or proceeding, had no reasonable
cause to believe such conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall
not, of itself, create a presumption that the Indemnified Person did not act in good faith and in a
manner which such Person reasonably believed to be in or not opposed to the best interests of the
Trust, and, with respect to any criminal action or proceeding, had reasonable cause to believe that
such conduct was unlawful.
  -42-




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-43-




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-44-




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provided
 Outside Businesses. Any Covered Person, the Sponsor, the Delaware Trustee
and the Institutional Trustee (subject to Section 4.3(c)) may engage in or possess an interest in
other business ventures of any nature or description, independently or with others, similar or
dissimilar to the business of the Trust, and the Trust and the Holders of Securities shall have no
rights by virtue of this Declaration in and to such independent ventures or the income or profits
derived therefrom, and the pursuit of any such venture, even if competitive with the business of
the Trust, shall not be deemed wrongful or improper. None of any Covered Person, the Sponsor, the
Delaware Trustee or the Institutional Trustee shall be obligated to present any particular
investment or other opportunity to the Trust even if such opportunity is of a character that, if
presented to the Trust, could be taken by the Trust, and any Covered Person, the Sponsor, the
Delaware Trustee and the Institutional Trustee shall have the right to take for its own account
(individually or as a partner or fiduciary) or to recommend to others any such particular
investment or other opportunity. Any Covered Person, the Delaware Trustee and the Institutional
Trustee may engage or be interested in any financial or other transaction with the Sponsor or any
Affiliate of the Sponsor, or may act as depositary for, trustee or agent for, or act on any
committee or body of holders of, securities or other obligations of the Sponsor or its
Affiliates.
 Compensation; Fee.
    -45-




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Fiscal Year. The fiscal year (the Fiscal Year) of the Trust shall be the
calendar year, or such other year as is required by the Code.
 Certain Accounting Matters.
     -46-




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Banking. The Trust shall maintain one or more bank accounts in the United
States, as defined for purposes of Treasury Regulations § 301.7701-7, in the name and for the sole
benefit of the Trust; provided, however, that all payments of funds in respect of the Debentures
held by the Institutional Trustee shall be made directly to the Property Account and no other funds
of the Trust shall be deposited in the Property Account. The sole signatories for such accounts
(including the Property Account) shall be designated by the Institutional Trustee.
 Withholding. The Institutional Trustee or any Paying Agent and the
Administrators shall comply with all withholding requirements under United States federal, state
and local law. The Institutional Trustee or any Paying Agent shall request, and each Holder shall
provide to the Institutional Trustee or any Paying Agent, such forms or certificates as are
necessary to establish an exemption from withholding with respect to the Holder, and any
representations and forms as shall reasonably be requested by the Institutional Trustee or any
Paying Agent to assist it in determining the extent of, and in fulfilling, its withholding
obligations. The Administrators shall file required forms with applicable jurisdictions and, unless
an exemption from withholding is properly established by a Holder, shall remit amounts withheld
with respect to the Holder to applicable jurisdictions. To the extent that the Institutional
Trustee or any Paying Agent is required to withhold and pay over any amounts to any authority with
respect to distributions or allocations to any Holder, the amount withheld shall be deemed to be a
Distribution to the Holder in the amount of the withholding. In the event of any claimed
overwithholding, Holders shall be limited to an action against the applicable jurisdiction. If the
amount required to be withheld was not withheld from actual Distributions made, the Institutional
Trustee or any Paying Agent may reduce subsequent Distributions by the amount of such
withholding.
 
 Amendments.
      -47-




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-48-




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provided however
 Meetings of the Holders of the Securities; Action by Written Consent.
  -49-




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-50-




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provided however
 
 Representations and Warranties of Institutional Trustee. The Trustee that
acts as initial Institutional Trustee represents and warrants to the Trust and to the Sponsor at
the date of this Declaration, and each Successor Institutional Trustee represents and warrants to
the Trust and the Sponsor at the time of the Successor Institutional Trustees acceptance of its
appointment as Institutional Trustee, that:
       Representations and Warranties of Delaware Trustee. The Trustee that acts
as initial Delaware Trustee represents and warrants to the Trust and to the Sponsor at the date of
this Declaration, and each Successor Delaware Trustee represents and warrants to the Trust and the
Sponsor at the time of the Successor Delaware Trustees acceptance of its appointment as Delaware
Trustee that:
 -51-




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Notices. All notices provided for in this Declaration shall be in writing,
duly signed by the party giving such notice, and shall be delivered, telecopied (which telecopy
shall be followed by notice delivered or mailed by first class mail) or mailed by first class mail,
as follows:
  
  -52-




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Governing Law. This Declaration and the rights and obligations of the
parties hereunder shall be governed by and interpreted in accordance with the law of the State of
Delaware and all rights, obligations and remedies shall be governed by such laws without regard to
the principles of conflict of laws of the State of Delaware or any other jurisdiction that would
call for the application of the law of any jurisdiction other than the State of Delaware.
 Submission to Jurisdiction.
  -53-




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Intention of the Parties. It is the intention of the parties hereto that
the Trust be classified for United States federal income tax purposes as a grantor trust. The
provisions of this Declaration shall be interpreted to further this intention of the parties.
 Headings. Headings contained in this Declaration are inserted for
convenience of reference only and do not affect the interpretation of this Declaration or any
provision hereof.
 Successors and Assigns. Whenever in this Declaration any of the parties
hereto is named or referred to, the successors and assigns of such party shall be deemed to be
included, and all covenants and agreements in this Declaration by the Sponsor and the Trustees
shall bind and inure to the benefit of their respective successors and assigns, whether or not so
expressed.
 Partial Enforceability. If any provision of this Declaration, or the
application of such provision to any Person or circumstance, shall be held invalid, the remainder
of this Declaration, or the application of such provision to persons or circumstances other than
those to which it is held invalid, shall not be affected thereby.
 Counterparts. This Declaration may contain more than one counterpart of
the signature page and this Declaration may be executed by the affixing of the signature of each of
the Trustees and Administrators to any of such counterpart signature pages.
 -54-




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All of such counterpart signature pages shall be read as though one, and they shall have
the same force and effect as though all of the signers had signed a single signature page.
 -55-




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WELLS FARGO DELAWARE TRUSTCOMPANY,as Delaware TrusteeBy:Name:Name:WELLS FARGO BANK, NATIONALASSOCIATION,as Institutional TrusteeBy:Name:Name:LNB BANCORP, INC.as SponsorBy:Name:Name:By:AdministratorBy:Administrator




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Designation and Number
   Distributions
  A-I-1




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provided however
  provided
  A-I-2




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A-I-3




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provided however provided further pari passu pari passu pari passu provided
 A-I-4




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Liquidation Distribution Upon Dissolution
  A-I-5




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A-I-6




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Redemption and Distribution
   A-I-7




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provided however provided further however
    A-I-8




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provided however
       A-I-9




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provided
 A-I-10




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Voting Rights  Capital Securities
  provided however
 A-I-11




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provided however
    A-I-12




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Voting Rights  Common Securities
     A-I-13




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Amendments to Declaration and Indenture
     Pro Rata
 A-I-14




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Ranking
 Acceptance of Guarantee and Indenture
 No Preemptive Rights
 Miscellaneous
 A-I-15




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EXHIBIT A-1
 FORM OF CAPITAL SECURITY CERTIFICATE
  DTC
   A-1-1




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A-1-2




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A-1-3




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Certificate Number [P-001]
    
    Number of Capital Securities 10,000
 
          A-1-4




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LNB Trust IIBy:Name:Title: AdministratorDated:
   WELLS FARGO BANK, NATIONALASSOCIATION,not in its individual capacity but solely as the Institutional TrusteeBy:Authorized OfficerDated
 A-1-5




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provided however provided
 A-1-6




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A-1-7




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1  &
nbsp;
 
 1
    
    Signature must be guaranteed by an eligible
guarantor institution that is a bank, stockbroker, savings and loan
association or credit union meeting the requirements of the Security registrar,
which requirements include membership or participation in the Securities
Transfer Agents Medallion Program (STAMP) or such other signature guarantee
program as may be determined by the Security registrar in addition to, or in
substitution for, STAMP, all in accordance with the Securities Exchange Act of
1934, as amended. A-1-8




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EXHIBIT A-2
    A-2-1




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Certificate Number [C-001]
    
    Number of Common Securities: 310
         A-2-2




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LNB Trust IIBy:Name:Title: Administrator
 A-2-3




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A-2-4




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A-2-5




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4
 
 4
    
    Signature must be guaranteed by an eligible
guarantor institution that is a bank, stockbroker, savings and loan
association or credit union, meeting the requirements of the Security
registrar, which requirements include membership or participation in the
Securities Transfer Agents Medallion Program (STAMP) or such other signature
guarantee program as may be determined by the Security registrar in addition
to, or in substitution for, STAMP, all in accordance with the Securities
Exchange Act of 1934, as amended. A-2-6