EX-10.2



 





Exhibit 10.2




GUARANTEE AGREEMENT




LNB BANCORP, INC.




Dated as of May 9, 2007




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	 	ARTICLE I	 	 	 	 
	 
	 	DEFINITIONS AND INTERPRETATION	 	 	 	 
	SECTION 1.1. 
	 	Definitions and Interpretation	 	 	1	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE II	 	 	 	 
	 
	 	POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE	 	 	 	 
	SECTION 2.1.
	 	Powers and Duties of the Guarantee Trustee	 	 	4	 
	 
	 	 	 	 	 	 
	SECTION 2.2.
	 	Certain Rights of the Guarantee Trustee	 	 	5	 
	 
	 	 	 	 	 	 
	SECTION 2.3.
	 	Not Responsible for Recitals or Issuance of Guarantee	 	 	7	 
	 
	 	 	 	 	 	 
	SECTION 2.4.
	 	Events of Default; Waiver	 	 	7	 
	 
	 	 	 	 	 	 
	SECTION 2.5.
	 	Events of Default; Notice	 	 	8	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE III	 	 	 	 
	 
	 	THE GUARANTEE TRUSTEE	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 3.1.
	 	The Guarantee Trustee; Eligibility	 	 	8	 
	 
	 	 	 	 	 	 
	SECTION 3.2.
	 	Appointment, Removal and Resignation of the Guarantee Trustee	 	 	9	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE IV	 	 	 	 
	 
	 	GUARANTEE	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 4.1.
	 	Guarantee	 	 	9	 
	 
	 	 	 	 	 	 
	SECTION 4.2.
	 	Waiver of Notice and Demand	 	 	10	 
	 
	 	 	 	 	 	 
	SECTION 4.3.
	 	Obligations Not Affected	 	 	10	 
	 
	 	 	 	 	 	 
	SECTION 4.4.
	 	Rights of Holders	 	 	11	 
	 
	 	 	 	 	 	 
	SECTION 4.5.
	 	Guarantee of Payment	 	 	11	 
	 
	 	 	 	 	 	 
	SECTION 4.6.
	 	Subrogation	 	 	11	 
	 
	 	 	 	 	 	 
	SECTION 4.7.
	 	Independent Obligations	 	 	12	 
	 
	 	 	 	 	 	 
	SECTION 4.8.
	 	Enforcement	 	 	12	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE V	 	 	 	 
	 
	 	LIMITATION OF TRANSACTIONS; SUBORDINATION	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 5.1.
	 	Limitation of Transactions	 	 	12	 
	 
	 	 	 	 	 	 
	SECTION 5.2.
	 	Ranking	 	 	13	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE VI	 	 	 	 
	 
	 	TERMINATION	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 6.1. 
	 	Termination	 	 	13	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE VII	 	 	 	 
	 
	 	INDEMNIFICATION	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 7.1.
	 	Exculpation	 	 	14	 
	 
	 	 	 	 	 	 
	SECTION 7.2.
	 	Indemnification	 	 	14	 






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	SECTION 7.3.
	 	Compensation; Reimbursement of Expenses	 	 	15	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE VIII	 	 	 	 
	 
	 	MISCELLANEOUS	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 8.1.
	 	Successors and Assigns	 	 	16	 
	 
	 	 	 	 	 	 
	SECTION 8.2.
	 	Amendments	 	 	16	 
	 
	 	 	 	 	 	 
	SECTION 8.3.
	 	Notices	 	 	16	 
	 
	 	 	 	 	 	 
	SECTION 8.4.
	 	Benefit	 	 	17	 
	 
	 	 	 	 	 	 
	SECTION 8.5.
	 	Governing Law	 	 	17	 
	 
	 	 	 	 	 	 
	SECTION 8.6.
	 	Counterparts	 	 	17	 






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GUARANTEE AGREEMENT




     This GUARANTEE AGREEMENT (the “Guarantee”), dated as of May 9, 2007, is executed and delivered
by LNB Bancorp, Inc., incorporated in Ohio (the “Guarantor”), and Wells Fargo Bank, National
Association, a national banking association with its principal place of business in the State of
Delaware, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein)
from time to time of the Capital Securities (as defined herein) of LNB Trust II, a Delaware
statutory trust (the “Issuer”).



     WHEREAS, pursuant to an Amended and Restated Declaration of Trust (the “Declaration”), dated
as of May 9, 2007, among the administrators and trustees named therein of the Issuer, LNB Bancorp,
Inc., 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 securities, having an aggregate liquidation
amount of up to $10,000,000, designated the Capital Securities (the “Capital Securities”); and



     WHEREAS, as incentive for the Holders to purchase the Capital Securities, the Guarantor
desires irrevocably and unconditionally to agree, to the extent set forth in this Guarantee, to pay
to the Holders of Capital Securities the Guarantee 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 for the benefit of the Holders.



ARTICLE I

DEFINITIONS AND INTERPRETATION




SECTION 1.01. Definitions and Interpretation.




     In this Guarantee, unless the context otherwise requires:




     capitalized terms used in this Guarantee but not defined in the preamble above have the
respective meanings assigned to them in this Section 1.1;




     a term defined anywhere in this Guarantee has the same meaning throughout;




     all references to “the Guarantee” or “this Guarantee” are to this Guarantee as
modified, supplemented or amended from time to time;




     all references in this Guarantee to Articles and Sections are to Articles and Sections
of this Guarantee, unless otherwise specified;




     terms defined in the Declaration as of the date of execution of this Guarantee have the
same meanings when used in this Guarantee, unless otherwise defined in this Guarantee or
unless the context otherwise requires; and




     a reference to the singular includes the plural and vice versa.



 









 





     “Beneficiaries” means any Person to whom the Issuer is or hereafter becomes indebted or
liable.



     “Corporate Trust Office” means the office of the Guarantee Trustee at which the corporate
trust business of the Guarantee Trustee shall, at any particular time, be principally administered,
which office at the date of execution of this Guarantee is located at 919 North Market Street,
Suite 1600, Wilmington, DE 19801.



     “Covered Person” means any Holder of Capital Securities.



     “Debentures” means the junior subordinated debentures of LNB Bancorp, Inc., designated the
Junior Subordinated Debt Securities due 2037, held by the Institutional Trustee (as defined in the
Declaration) of the Issuer.



     “Event of Default” has the meaning set forth in Section 2.4.



     “Guarantee Payments” means the following payments or distributions, without duplication, with
respect to the Capital Securities, to the extent not paid or made by the Issuer: (i) any accrued
and unpaid Distributions (as defined in the Declaration) which are required to be paid on such
Capital Securities to the extent the Issuer has funds available in the Property Account (as defined
in the Declaration) therefor at such time, (ii) the Redemption Price (as defined in the Indenture)
to the extent the Issuer has funds available in the Property Account therefor at such time, with
respect to any Capital Securities called for redemption by the Issuer, (iii) the Special Redemption
Price (as defined in the Indenture) to the extent the Issuer has funds available in the Property
Account therefor at such time, with respect to Capital Securities called for redemption upon the
occurrence of a Special Event (as defined in the Indenture), and (iv) upon a voluntary or
involuntary liquidation, dissolution, winding-up or termination of the Issuer (other than in
connection with the distribution of Debentures to the Holders of the Capital Securities in exchange
therefor as provided in the Declaration), the lesser of (a) the aggregate of the liquidation amount
and all accrued and unpaid Distributions on the Capital Securities to the date of payment, to the
extent the Issuer has funds available in the Property Account therefor at such time, and (b) the
amount of assets of the Issuer remaining available for distribution to Holders in liquidation of
the Issuer after satisfaction of liabilities to creditors of the Issuer as required by applicable
law (in either case, the “Liquidation Distribution”).



     “Guarantee Trustee” means Wells Fargo Bank, National Association, until a Successor Guarantee
Trustee has been appointed and has accepted such appointment pursuant to the terms of this
Guarantee and thereafter means each such Successor Guarantee Trustee.



     “Holder” means any holder, as registered on the books and records of the Issuer, of any
Capital Securities; provided, however, that, in determining whether the holders of the requisite
percentage of Capital 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 Guarantee Trustee (including in its individual capacity), any
Affiliate of the Guarantee Trustee, or any officers, directors, shareholders, members, partners,
employees, representatives, nominees, custodians or agents of the Guarantee Trustee.



     “Indenture” means the Indenture, dated as of May 9, 2007, between the Guarantor and Wells
Fargo Bank, National Association, not in its individual capacity but solely as trustee, and any
indenture supplemental thereto pursuant to which the Debentures are to be issued to the
Institutional Trustee of the Issuer.



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     “Liquidation Distribution” has the meaning set forth in the definition of “Guarantee Payments”
herein.



     “Majority in liquidation amount of the Capital Securities” means Holder(s) of outstanding
Capital Securities, voting together as a class, but separately from the holders of Common
Securities, of more than 50% of the aggregate liquidation amount (including the stated amount that
would be paid on redemption, liquidation or otherwise, plus accrued and unpaid Distributions to,
but excluding, the date upon which the voting percentages are determined) of all Capital Securities
then outstanding.



     “Obligations” means any costs, expenses or liabilities (but not including liabilities related
to taxes) of the Issuer, other than obligations of the Issuer to pay to holders of any Trust
Securities the amounts due such holders pursuant to the terms of the Trust Securities.



     “Officer’s Certificate” means, with respect to any Person, a certificate signed by one
Authorized Officer of such Person. Any Officer’s Certificate delivered with respect to compliance
with a condition or covenant provided for in this Guarantee shall include:




     a statement that each officer signing the Officer’s Certificate has read the covenant
or condition and the definitions relating thereto;




     a brief statement of the nature and scope of the examination or investigation
undertaken by each officer in rendering the Officer’s Certificate;




     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




     a statement as to whether, in the opinion of each such officer, such condition or
covenant has been complied with.



     “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.



     “Responsible Officer” means, with respect to the Guarantee Trustee, any officer within the
Corporate Trust Office of the Guarantee Trustee with direct responsibility for the administration
of any matters relating to this Guarantee, including any vice president, any assistant vice
president, any secretary, any assistant secretary, the treasurer, any assistant treasurer, any
trust officer or other officer of the Corporate Trust Office of the Guarantee Trustee customarily
performing functions similar to those performed by any of the above designated officers and also
means, with respect to a particular corporate trust matter, any other officer to whom such matter
is referred because of that officer’s knowledge of and familiarity with the particular subject.



     “Successor Guarantee Trustee” means a successor Guarantee Trustee possessing the
qualifications to act as Guarantee Trustee under Section 3.1.



     “Trust Securities” means the Common Securities and the Capital Securities.



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ARTICLE II

POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE




SECTION 2.01. Powers and Duties of the Guarantee Trustee.





     This Guarantee shall be held by the Guarantee Trustee for the benefit of the Holders of
the Capital Securities, and the Guarantee Trustee shall not transfer this Guarantee to any
Person except a Holder of Capital Securities exercising his or her rights pursuant to
Section 4.4(b) or to a Successor Guarantee Trustee on acceptance by such Successor Guarantee
Trustee of its appointment to act as Successor Guarantee Trustee. The right, title and
interest of the Guarantee Trustee shall automatically vest in any Successor Guarantee
Trustee, and such vesting and cessation of title shall be effective whether or not
conveyancing documents have been executed and delivered pursuant to the appointment of such
Successor Guarantee Trustee.




     If an Event of Default actually known to a Responsible Officer of the Guarantee Trustee
has occurred and is continuing, the Guarantee Trustee shall enforce this Guarantee for the
benefit of the Holders of the Capital Securities.




     The Guarantee Trustee, before the occurrence of any Event of Default and after the
curing or waiving of all Events of Default that may have occurred, shall undertake to
perform only such duties as are specifically set forth in this Guarantee, and no implied
covenants shall be read into this Guarantee against the Guarantee Trustee. In case an Event
of Default has occurred (that has not been cured or waived pursuant to Section 2.4(b)) and
is actually known to a Responsible Officer of the Guarantee Trustee, the Guarantee Trustee
shall exercise such of the rights and powers vested in it by this Guarantee, and use the
same degree of care and skill in its exercise thereof, as a prudent person would exercise or
use under the circumstances in the conduct of his or her own affairs.




     No provision of this Guarantee shall be construed to relieve the Guarantee Trustee from
liability for its own negligent action, its own negligent failure to act, or its own willful
misconduct, except that:




     (a) prior to the occurrence of any Event of Default and after the curing or
waiving of all Events of Default that may have occurred:




     (1) the duties and obligations of the Guarantee Trustee shall be
determined solely by the express provisions of this Guarantee, and the
Guarantee Trustee shall not be liable except for the performance of such
duties and obligations as are specifically set forth in this Guarantee, and
no implied covenants or obligations shall be read into this Guarantee
against the Guarantee Trustee; and




     (2) in the absence of bad faith on the part of the Guarantee Trustee,
the Guarantee Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon any
certificates or opinions furnished to the Guarantee Trustee and conforming



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to the requirements of this Guarantee; but in the case of any such
certificates or opinions furnished to the Guarantee Trustee, the Guarantee
Trustee shall be under a duty to examine the same to determine whether or
not on their face they conform to the requirements of this Guarantee;




     (b) the Guarantee Trustee shall not be liable for any error of judgment made in
good faith by a Responsible Officer of the Guarantee Trustee, unless it shall be
proved that such Responsible Officer of the Guarantee Trustee or the Guarantee
Trustee was negligent in ascertaining the pertinent facts upon which such judgment
was made;




     (c) the Guarantee Trustee shall not be liable with respect to any action taken
or omitted to be taken by it in good faith in accordance with the written direction
of the Holders of not less than a Majority in liquidation amount of the Capital
Securities relating to the time, method and place of conducting any proceeding for
any remedy available to the Guarantee Trustee, or exercising any trust or power
conferred upon the Guarantee Trustee under this Guarantee; and




     (d) no provision of this Guarantee shall require the Guarantee Trustee to
expend or risk its own funds or otherwise incur personal financial liability in the
performance of any of its duties or in the exercise of any of its rights or powers,
if the Guarantee Trustee shall have reasonable grounds for believing that the
repayment of such funds is not reasonably assured to it under the terms of this
Guarantee, or security and indemnity, reasonably satisfactory to the Guarantee
Trustee, against such risk or liability is not reasonably assured to it.



SECTION 2.02. Certain Rights of the Guarantee Trustee.





     Subject to the provisions of Section 2.1:




     (a) The Guarantee Trustee may conclusively rely, and shall be fully protected
in acting or refraining from acting upon, any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document believed
by it to be genuine and to have been signed, sent or presented by the proper party
or parties.




     (b) Any direction or act of the Guarantor contemplated by this Guarantee shall
be sufficiently evidenced by an Officer’s Certificate.




     (c) Whenever, in the administration of this Guarantee, the Guarantee Trustee
shall deem it desirable that a matter be proved or established before taking,
suffering or omitting any action hereunder, the Guarantee Trustee (unless other
evidence is herein specifically prescribed) may, in the absence of bad faith on its
part, request and conclusively rely upon an Officer’s Certificate of the Guarantor
which, upon receipt of such request, shall be promptly delivered by the Guarantor.



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     (d) The Guarantee Trustee shall have no duty to see to any recording, filing or
registration of any instrument or other writing (or any rerecording, refiling or
reregistration thereof).




     (e) The Guarantee Trustee may consult with counsel of its selection, and the
advice or opinion of such counsel with respect to legal matters shall be full and
complete authorization and protection in respect of any action taken, suffered or
omitted by it hereunder in good faith and in accordance with such advice or opinion.
Such counsel may be counsel to the Guarantor or any of its Affiliates and may
include any of its employees. The Guarantee Trustee shall have the right at any time
to seek instructions concerning the administration of this Guarantee from any court
of competent jurisdiction.




     (f) The Guarantee Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Guarantee at the request or direction of any
Holder, unless such Holder shall have provided to the Guarantee Trustee such
security and indemnity, reasonably satisfactory to the Guarantee Trustee, against
the costs, expenses (including attorneys’ fees and expenses and the expenses of the
Guarantee Trustee’s agents, nominees or custodians) and liabilities that might be
incurred by it in complying with such request or direction, including such
reasonable advances as may be requested by the Guarantee Trustee; provided,
however, that nothing contained in this Section 2.2(a)(vi) shall be taken to
relieve the Guarantee Trustee, upon the occurrence of an Event of Default, of its
obligation to exercise the rights and powers vested in it by this Guarantee.




     (g) The Guarantee Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture, note,
other evidence of indebtedness or other paper or document, but the Guarantee
Trustee, in its discretion, may make such further inquiry or investigation into such
facts or matters as it may see fit.




     (h) The Guarantee Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents, nominees,
custodians or attorneys, and the Guarantee Trustee shall not be responsible for any
misconduct or negligence on the part of any agent or attorney appointed with due
care by it hereunder.




     (i) Any action taken by the Guarantee Trustee or its agents hereunder shall
bind the Holders of the Capital Securities, and the signature of the Guarantee
Trustee or its agents alone shall be sufficient and effective to perform any such
action. No third party shall be required to inquire as to the authority of the
Guarantee Trustee to so act or as to its compliance with any of the terms and
provisions of this Guarantee, both of which shall be conclusively evidenced by the
Guarantee Trustee’s or its agent’s taking such action.



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     (j) Whenever in the administration of this Guarantee the Guarantee Trustee
shall deem it desirable to receive instructions with respect to enforcing any remedy
or right or taking any other action hereunder, the Guarantee Trustee (A) may request
instructions from the Holders of a Majority in liquidation amount of the Capital
Securities, (B) may refrain from enforcing such remedy or right or taking such other
action until such instructions are received and (C) shall be protected in
conclusively relying on or acting in accordance with such instructions.




     (k) The Guarantee Trustee shall not be liable for any action taken, suffered,
or omitted to be taken by it in good faith and reasonably believed by it to be
authorized or within the discretion or rights or powers conferred upon it by this
Guarantee.




     No provision of this Guarantee shall be deemed to impose any duty or obligation on the
Guarantee Trustee to perform any act or acts or exercise any right, power, duty or
obligation conferred or imposed on it, in any jurisdiction in which it shall be illegal or
in which the Guarantee Trustee shall be unqualified or incompetent in accordance with
applicable law to perform any such act or acts or to exercise any such right, power, duty or
obligation. No permissive power or authority available to the Guarantee Trustee shall be
construed to be a duty.



SECTION 2.03. Not Responsible for Recitals or Issuance of Guarantee.




     The recitals contained in this Guarantee shall be taken as the statements of the Guarantor,
and the Guarantee Trustee does not assume any responsibility for their correctness. The Guarantee
Trustee makes no representation as to the validity or sufficiency of this Guarantee.



SECTION 2.04. Events of Default; Waiver.





     An Event of Default under this Guarantee will occur upon the failure of the Guarantor
to perform any of its payment or other obligations hereunder.




     The Holders of a Majority in liquidation amount of the Capital Securities may, voting
or consenting as a class, on behalf of the Holders of all of the Capital Securities, waive
any past Event of Default and its consequences. Upon such waiver, any such Event of Default
shall cease to exist, and shall be deemed to have been cured, for every purpose of this
Guarantee, but no such waiver shall extend to any subsequent or other default or Event of
Default or impair any right consequent thereon.



SECTION 2.05. Events of Default; Notice.





     The Guarantee Trustee shall, within 90 days after the occurrence of an Event of
Default, transmit by mail, first class postage prepaid, to the Holders of the Capital
Securities, notices of all Events of Default actually known to a Responsible Officer of the
Guarantee Trustee, unless such defaults have been cured before the giving of such notice,
provided, however, that the Guarantee Trustee shall be protected in
withholding such notice if and so long as a Responsible Officer of the Guarantee Trustee in
good faith



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determines that the withholding of such notice is in the interests of the Holders of
the Capital Securities.




     The Guarantee Trustee shall not be charged with knowledge of any Event of Default
unless the Guarantee Trustee shall have received written notice thereof from the Guarantor
or a Holder of the Capital Securities, or a Responsible Officer of the Guarantee Trustee
charged with the administration of this Guarantee shall have actual knowledge thereof.



ARTICLE III

THE GUARANTEE TRUSTEE




SECTION 3.01. The Guarantee Trustee; Eligibility.




     There shall at all times be a Guarantee Trustee which shall:




     (a) not be an Affiliate of the Guarantor; and




     (b) be a corporation or national association organized and doing business under
the laws of the United States of America or any state or territory thereof or of the
District of Columbia, or Person authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least Fifty Million U.S.
Dollars ($50,000,000), and subject to supervision or examination by federal, state,
territorial or District of Columbia authority. If such corporation or national
association publishes reports of condition at least annually, pursuant to law or to
the requirements of the supervising or examining authority referred to above, then,
for the purposes of this Section 3.1(a)(ii), the combined capital and surplus of
such corporation or national association shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published.




     If at any time the Guarantee Trustee shall cease to be eligible to so act under Section
3.1(a), the Guarantee Trustee shall immediately resign in the manner and with the effect set
forth in Section 3.2(c).




     If the Guarantee Trustee has or shall acquire any “conflicting interest” within the
meaning of Section 310(b) of the Trust Indenture Act, the Guarantee Trustee shall either
eliminate such interest or resign to the extent and in the manner provided by, and subject
to, this Guarantee.



SECTION 3.02. Appointment, Removal and Resignation of the Guarantee Trustee.





     Subject to Section 3.2(b), the Guarantee Trustee may be appointed or removed without
cause at any time by the Guarantor except during an Event of Default.




     The Guarantee Trustee shall not be removed in accordance with Section 3.2(a) until a
Successor Guarantee Trustee has been appointed and has accepted such



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appointment by written instrument executed by such Successor Guarantee Trustee and
delivered to the Guarantor.




     The Guarantee Trustee appointed to office shall hold office until a Successor Guarantee
Trustee shall have been appointed or until its removal or resignation. The Guarantee Trustee
may resign from office (without need for prior or subsequent accounting) by an instrument in
writing executed by the Guarantee Trustee and delivered to the Guarantor, which resignation
shall not take effect until a Successor Guarantee Trustee has been appointed and has
accepted such appointment by an instrument in writing executed by such Successor Guarantee
Trustee and delivered to the Guarantor and the resigning Guarantee Trustee.




     If no Successor Guarantee Trustee shall have been appointed and accepted appointment as
provided in this Section 3.2 within 60 days after delivery of an instrument of removal or
resignation, the Guarantee Trustee resigning or being removed may petition any court of
competent jurisdiction for appointment of a Successor Guarantee Trustee. Such court may
thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor
Guarantee Trustee.




     No Guarantee Trustee shall be liable for the acts or omissions to act of any Successor
Guarantee Trustee.




     Upon termination of this Guarantee or removal or resignation of the Guarantee Trustee
pursuant to this Section 3.2, the Guarantor shall pay to the Guarantee Trustee all amounts
owing to the Guarantee Trustee under Sections 7.2 and 7.3 accrued to the date of such
termination, removal or resignation.



ARTICLE IV

GUARANTEE




SECTION 4.01. Guarantee.




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



     The Guarantor hereby also agrees to assume any and all Obligations of the Issuer and in
the event any such Obligation is not so assumed, subject to the terms and conditions hereof,
the Guarantor hereby irrevocably and unconditionally guarantees to each Beneficiary the full
payment, when and as due, of any and all Obligations to such Beneficiaries. This Guarantee
is intended to be for the Beneficiaries who have received notice hereof.



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SECTION 4.02. Waiver of Notice and Demand.




     The Guarantor hereby waives notice of acceptance of this Guarantee 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 4.03. Obligations Not Affected.




     The obligations, covenants, agreements and duties of the Guarantor under this Guarantee shall
in no way be affected or impaired by reason of the happening from time to time of any of the
following:




     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 to be performed or observed by the Issuer;




     the extension of time for the payment by the Issuer of all or any portion of the
Distributions, Redemption Price, Special Redemption Price, Liquidation Distribution or any
other sums payable under the terms of the Capital Securities or the extension of time for
the performance of any other obligation under, arising out of, or in connection with, the
Capital Securities (other than an extension of time for the payment of the Distributions,
Redemption Price, Special Redemption Price, Liquidation Distribution or other sums payable
that results from the extension of any interest payment period on the Debentures or any
extension of the maturity date of the Debentures permitted by the Indenture);




     any failure, omission, delay or lack of diligence on the part of the Holders to
enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders
pursuant to the terms of the Capital Securities, or any action on the part of the Issuer
granting indulgence or extension of any kind;




     the voluntary or involuntary liquidation, dissolution, sale of any collateral,
receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization, arrangement, composition or readjustment of debt of, or other similar
proceedings affecting, the Issuer or any of the assets of the Issuer;




     any invalidity of, or defect or deficiency in, the Capital Securities;




     the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or




     any other circumstance whatsoever that might otherwise constitute a legal or equitable
discharge or defense of a guarantor, it being the intent of this Section 4.3 that the
obligations of the Guarantor hereunder shall be absolute and unconditional under any and all
circumstances.



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     There shall be no obligation of the Holders to give notice to, or obtain consent of, the
Guarantor with respect to the happening of any of the foregoing.



SECTION 4.04. Rights of Holders.





     The Holders of a Majority in liquidation amount of the Capital Securities have the
right to direct the time, method and place of conducting any proceeding for any remedy
available to the Guarantee Trustee in respect of this Guarantee or to direct the exercise of
any trust or power conferred upon the Guarantee Trustee under this Guarantee;
provided, however, that (subject to Sections 2.1 and 2.2) the Guarantee
Trustee shall have the right to decline to follow any such direction if the Guarantee
Trustee shall determine that the actions so directed would be unjustly prejudicial to the
Holders not taking part in such direction or if the Guarantee Trustee being advised by legal
counsel determines that the action or proceeding so directed may not lawfully be taken or if
the Guarantee Trustee in good faith by its board of directors or trustees, executive
committee or a trust committee of directors or trustees and/or Responsible Officers shall
determine that the action or proceeding so directed would involve the Guarantee Trustee in
personal liability.




     Any Holder of Capital Securities may institute a legal proceeding directly against the
Guarantor to enforce the Guarantee Trustee’s rights under this Guarantee, without first
instituting a legal proceeding against the Issuer, the Guarantee Trustee or any other
Person. The Guarantor waives any right or remedy to require that any such action be brought
first against the Issuer, the Guarantee Trustee or any other Person before so proceeding
directly against the Guarantor.



SECTION 4.05. Guarantee of Payment.




     This Guarantee creates a guarantee of payment and not of collection.



SECTION 4.06. Subrogation.




     The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities
against the Issuer in respect of any amounts paid to such Holders by the Guarantor under this
Guarantee; provided, however, that the Guarantor shall not (except to the extent
required by applicable provisions of law) be entitled to enforce or exercise any right that it may
acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a
result of payment under this Guarantee, if, after giving effect to any such payment, any amounts
are due and unpaid under this Guarantee. If any amount shall be paid to the Guarantor in violation
of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to
pay over such amount to the Holders.



SECTION 4.07. Independent Obligations.




     The Guarantor acknowledges that its obligations hereunder are independent of the obligations
of the Issuer with respect to the Capital Securities and that the Guarantor shall be liable as
principal and as debtor hereunder to make Guarantee Payments pursuant to the terms of this
Guarantee notwithstanding the occurrence of any event referred to in subsections (a) through (g),
inclusive, of Section 4.3 hereof.



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SECTION 4.08. Enforcement.




     A Beneficiary may enforce the Obligations of the Guarantor contained in Section 4.1 (b)
directly against the Guarantor, and the Guarantor waives any right or remedy to require that any
action be brought against the Issuer or any other person or entity before proceeding against the
Guarantor.



     The Guarantor shall be subrogated to all rights (if any) of any Beneficiary against the Issuer
in respect of any amounts paid to the Beneficiaries by the Guarantor under this Guarantee;
provided, however, that the Guarantor shall not (except to the extent required by
applicable provisions of law) be entitled to enforce or exercise any rights that it may acquire by
way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of
payment under this Guarantee, if, after giving effect to such payment, any amounts are due and
unpaid under this Guarantee.



ARTICLE V

LIMITATION OF TRANSACTIONS; SUBORDINATION




SECTION 5.01. Limitation of Transactions.




     So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be
continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as
provided in the Declaration and such period, or any extension thereof, shall have commenced and be
continuing, then the Guarantor may not (x) declare or pay any dividends or distributions on, or
redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s
capital stock or (y) make any payment of principal of or interest or premium, if any, on or repay,
repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with
or junior in interest to the Debentures (other than (i) payments under this Guarantee, (ii)
repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in
connection with any employment contract, benefit plan or other similar arrangement with or for the
benefit of one or more employees, officers, directors, or consultants, (B) in connection with a
dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of
capital stock of the Guarantor (or securities convertible into or exercisable for such capital
stock), as consideration in an acquisition transaction entered into prior to the occurrence of the
Event of Default or the applicable Extension Period, (iii) as a result of any exchange,
reclassification, combination or conversion of any class or series of the Guarantor’s capital stock
(or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s
capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of
the Guarantor’s capital stock, (iv) the purchase of fractional interests in shares of the
Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock
or the security being converted or exchanged, (v) any declaration of a dividend in connection with
any stockholder’s rights plan, or the issuance of rights, stock or other property under any
stockholder’s rights plan, or the redemption or repurchase of rights pursuant thereto, or (vi) any
dividend in the form of stock, warrants, options or other rights where the dividend stock or the
stock issuable upon exercise of such warrants, options or other rights is the same stock as that on
which the dividend is being paid or ranks pari passu with or junior to such stock).



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SECTION 5.02. Ranking.




     This Guarantee will constitute an unsecured obligation of the Guarantor and will rank
subordinate and junior in right of payment to all present and future Senior Indebtedness (as
defined in the Indenture) of the Guarantor. By their acceptance thereof, each Holder of Capital
Securities agrees to the foregoing provisions of this Guarantee and the other terms set forth
herein.



     The right of the Guarantor to participate in any distribution of assets of any of its
subsidiaries upon any such subsidiary’s liquidation or reorganization or otherwise is subject to
the prior claims of creditors of that subsidiary, except to the extent the Guarantor may itself be
recognized as a creditor of that subsidiary. Accordingly, the Guarantor’s obligations under this
Guarantee will be effectively subordinated to all existing and future liabilities of the
Guarantor’s subsidiaries, and claimants should look only to the assets of the Guarantor for
payments thereunder. This Guarantee does not limit the incurrence or issuance of other secured or
unsecured debt of the Guarantor, including Senior Indebtedness of the Guarantor, under any
indenture or agreement that the Guarantor may enter into in the future or otherwise.



ARTICLE VI

TERMINATION




SECTION 6.01. Termination.




     This Guarantee shall terminate as to the Capital Securities (i) upon full payment of the
Redemption Price or the Special Redemption Price, as the case may be, of all Capital Securities
then outstanding, (ii) upon the distribution of all of the Debentures to the Holders of all of the
Capital Securities or (iii) upon full payment of the amounts payable in accordance with the
Declaration upon dissolution of the Issuer. This Guarantee will continue to be effective or will be
reinstated, as the case may be, if at any time any Holder of Capital Securities must restore
payment of any sums paid under the Capital Securities or under this Guarantee.



ARTICLE VII

INDEMNIFICATION




SECTION 7.01. Exculpation.





     No Indemnified Person shall be liable, responsible or accountable in damages or
otherwise to the Guarantor or any Covered Person for any loss, damage or claim incurred by
reason of any act or omission of such Indemnified Person in good faith in accordance with
this Guarantee and in a manner that such Indemnified Person reasonably believed to be within
the scope of the authority conferred on such Indemnified Person by this Guarantee or by law,
except that an Indemnified Person shall be liable for any such loss, damage or claim
incurred by reason of such Indemnified Person’s negligence or willful misconduct with
respect to such acts or omissions.




     An Indemnified Person shall be fully protected in relying in good faith upon the
records of the Issuer or the Guarantor and upon such information, opinions, reports or
statements presented to the Issuer or the Guarantor by any Person as to matters the
Indemnified Person reasonably believes are within such other Person’s professional or



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expert competence and who, if selected by such Indemnified Person, has been selected
with reasonable care by such Indemnified Person, including information, opinions, reports or
statements as to the value and amount of the assets, liabilities, profits, losses, or any
other facts pertinent to the existence and amount of assets from which Distributions to
Holders of Capital Securities might properly be paid.



SECTION 7.02. Indemnification.





     The Guarantor agrees to indemnify each Indemnified Person for, and to hold each
Indemnified Person harmless against, any and all loss, liability, damage, claim or expense
incurred without negligence or willful misconduct on the part of the Indemnified Person,
arising out of or in connection with the acceptance or administration of the trust or trusts
hereunder, including but not limited to the costs and expenses (including reasonable legal
fees and expenses) of the Indemnified Person defending itself against, or investigating, any
claim or liability in connection with the exercise or performance of any of the Indemnified
Person’s powers or duties hereunder. The obligation to indemnify as set forth in this
Section 7.2 shall survive the resignation or removal of the Guarantee Trustee and the
termination of this Guarantee.




     Promptly after receipt by an Indemnified Person under this Section 7.2 of notice of the
commencement of any action, such Indemnified Person will, if a claim in respect thereof is
to be made against the Guarantor under this Section 7.2, notify the Guarantor in writing of
the commencement thereof; but the failure so to notify the Guarantor (i) will not relieve
the Guarantor from liability under paragraph (a) above unless and to the extent that the
Guarantor did not otherwise learn of such action and such failure results in the forfeiture
by the Guarantor of substantial rights and defenses and (ii) will not, in any event, relieve
the Guarantor from any obligations to any Indemnified Person other than the indemnification
obligation provided in paragraph (a) above. The Guarantor shall be entitled to appoint
counsel of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified
Person in any action for which indemnification is sought (in which case the Guarantor shall
not thereafter be responsible for the fees and expenses of any separate counsel retained by
the Indemnified Person or Persons except as set forth below); provided,
however, that such counsel shall be satisfactory to the Indemnified Person.
Notwithstanding the Guarantor’s election to appoint counsel to represent the Indemnified
Person in any action, the Indemnified Person shall have the right to employ separate counsel
(including local counsel), and the Guarantor shall bear the reasonable fees, costs and
expenses of such separate counsel (and local counsel), if (i) the use of counsel chosen by
the Guarantor to represent the Indemnified Person would present such counsel with a conflict
of interest, (ii) the actual or potential defendants in, or targets of, any such action
include both the Indemnified Person and the Guarantor and the Indemnified Person shall have
reasonably concluded that there may be legal defenses available to it and/or other
Indemnified Persons which are different from or additional to those available to the
Guarantor, (iii) the Guarantor shall not have employed counsel satisfactory to the
Indemnified Person to represent the Indemnified Person within a reasonable time after notice
of the institution of such action or (iv) the Guarantor shall authorize the Indemnified
Person to employ separate counsel at the expense of the Guarantor. The Guarantor will not,
without the prior written consent of the Indemnified



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Persons, settle or compromise or consent to the entry of any judgment with respect to
any pending or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the Indemnified
Persons are actual or potential parties to such claim or action) unless such settlement,
compromise or consent includes an unconditional release of each Indemnified Person from all
liability arising out of such claim, action, suit or proceeding.



SECTION 7.03. Compensation; Reimbursement of Expenses.




     The Guarantor agrees:




     to pay to the Guarantee Trustee from time to time such compensation for all services
rendered by it hereunder as the parties shall agree to from time to time (which compensation
shall not be limited by any provision of law in regard to the compensation of a trustee of
an express trust); and




     except as otherwise expressly provided herein, to reimburse the Guarantee Trustee upon
request for all reasonable expenses, disbursements and advances incurred or made by it in
accordance with any provision of this Guarantee (including the reasonable compensation and
the expenses and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence or willful misconduct.



     The provisions of this Section 7.3 shall survive the resignation or removal of the Guarantee
Trustee and the termination of this Guarantee.



ARTICLE VIII

MISCELLANEOUS




SECTION 8.01. Successors and Assigns.




     All guarantees and agreements contained in this Guarantee shall bind the successors, assigns,
receivers, trustees and representatives of the Guarantor and shall inure to the benefit of the
Holders of the Capital Securities then outstanding. Except in connection with any merger or
consolidation of the Guarantor with or into another entity or any sale, transfer or lease of the
Guarantor’s assets to another entity, in each case to the extent permitted under the Indenture, the
Guarantor may not assign its rights or delegate its obligations under this Guarantee without the
prior approval of the Holders of not less than a Majority in liquidation amount of the Capital
Securities.



SECTION 8.02. Amendments.




     Except with respect to any changes that do not adversely affect the rights of Holders of the
Capital Securities in any material respect (in which case no consent of Holders will be required),
this Guarantee may be amended only with the prior approval of the Holders of not less than a
Majority in liquidation amount of the Capital Securities. The provisions of the Declaration with
respect to amendments thereof shall apply equally with respect to amendments of the Guarantee.



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SECTION 8.03. Notices.




     All notices provided for in this Guarantee shall be in writing, duly signed by the party
giving such notice, and shall be delivered, telecopied or mailed by first class mail, as follows:




     If given to the Guarantee Trustee, at the Guarantee Trustee’s mailing address set forth
below (or such other address as the Guarantee Trustee may give notice of to the Holders of
the Capital Securities):




Wells Fargo Bank, National Association

919 North Market Street

Suite 1600

Wilmington, DE 19801

Attention: Corporate Trust Division

Telecopy: 302-575-2006

Telephone: 302-575-2005




     If given to the Guarantor, at the Guarantor’s mailing address set forth below (or such
other address as the Guarantor may give notice of to the Holders of the Capital Securities
and to the Guarantee Trustee):



LNB Bancorp, Inc.

457 Broadway

Lorain, Ohio 44052

Attention: Terry M. White

Telecopy: (440) 244-4815

Telephone: (440) 244-6000




     If given to any Holder of the Capital Securities, at the address set forth on the books
and records of the Issuer.



     All such notices shall be deemed to have been given when received in person, telecopied with
receipt confirmed, or mailed by first class mail, postage prepaid, except that if a notice or other
document is refused delivery or cannot be delivered because of a changed address of which no notice
was given, such notice or other document shall be deemed to have been delivered on the date of such
refusal or inability to deliver.



SECTION 8.04. Benefit.




     This Guarantee is solely for the benefit of the Holders of the Capital Securities and, subject
to Section 2.1(a), is not separately transferable from the Capital Securities.



SECTION 8.05. Governing Law.




     THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.



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SECTION 8.06. Counterparts.




     This Guarantee may contain more than one counterpart of the signature page and this Guarantee
may be executed by the affixing of the signature of the Guarantor and the Guarantee Trustee to any
of such counterpart signature pages. 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.



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     THIS GUARANTEE is executed as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	LNB BANCORP, INC., 


as Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Terry M. White
 

	 	 
	 

	 	Name:
	 	Terry M. White	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Chief Operating Officer	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL

ASSOCIATION, as Guarantee Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Tracy M. McLamb	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Tracy M. McLamb	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Vice President