exhibit4_3.htm


    EXHIBIT
4.3

    


    [EXECUTION
VERSION]

     

     

      
        

      

    

     

     

     

     

    PREFERRED
SECURITIES GUARANTEE AGREEMENT

     

     

    BY
AND BETWEEN

     

     

    CAPITOL
BANCORP LTD.

     

     

    AND

     

     

    WELLS
FARGO BANK, N.A.

     

     

    DATED
AS OF JULY 7, 2008

     

     

     

     

      
        

      

    

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      TABLE
OF CONTENTS

       

      
 

                                                                                                  Page

       

       

    

    
      
        	
                ARTICLE I

              	
                DEFINITIONS
      AND INTERPRETATION

              	
                1

              
	 	 	 
	
                SECTION
      1.1

              	
                DEFINITIONS
      AND INTERPRETATION

              	
                1

              
	 	 	 
	
                ARTICLE II

              	
                TRUST
      INDENTURE ACT

              	
                4

              
	 	 	 
	
                SECTION
      2.1

              	
                TRUST
      INDENTURE ACT; APPLICATION

              	
                4

              
	
                SECTION
      2.2

              	
                LISTS
      OF HOLDERS OF SECURITIES

              	
                5

              
	
                SECTION
      2.3

              	
                REPORTS
      BY THE GUARANTEE TRUSTEE

              	
                5

              
	
                SECTION
      2.4

              	
                PERIODIC
      REPORTS TO GUARANTEE TRUSTEE

              	
                5

              
	
                SECTION
      2.5

              	
                EVIDENCE
      OF COMPLIANCE WITH CONDITIONS

                PRECEDENT

              	
                 

                5

              
	
                SECTION
      2.6

              	
                EVENTS
      OF DEFAULT; WAIVER

              	
                5

              
	
                SECTION
      2.7

              	
                EVENT
      OF DEFAULT; NOTICE

              	
                6

              
	
                SECTION
      2.8

              	
                CONFLICTING
      INTERESTS

              	
                6

              
	 	 	 
	
                ARTICLE III

              	
                POWERS,
      DUTIES AND RIGHTS OF GUARANTEE TRUSTEE

              	
                6

              
	 	 	 
	
                SECTION
      3.1

              	
                POWERS
      AND DUTIES OF THE GUARANTEE TRUSTEE

              	
                6

              
	
                SECTION
      3.2

              	
                CERTAIN
      RIGHTS OF GUARANTEE TRUSTEE

              	
                8

              
	
                SECTION
      3.3

              	
                NOT
      RESPONSIBLE FOR RECITALS OR ISSUANCE OF

                GUARANTEE

              	
                 

                10

              
	
                SECTION
      3.4

              	
                SECURITIES

              	
                10

              
	 	 	 
	
                ARTICLE IV

              	
                GUARANTEE
      TRUSTEE

              	
                10

              
	 	 	 
	
                SECTION
      4.1

              	
                GUARANTEE
      TRUSTEE; ELIGIBILITY

              	
                10

              
	
                SECTION
      4.2

              	
                APPOINTMENT,
      REMOVAL AND RESIGNATION OF

                GUARANTEE
      TRUSTEE

              	
                 

                11

              
	 	 	 
	
                ARTICLE V

              	
                GUARANTEE

              	
                11

              
	 	 	 
	
                SECTION
      5.1

              	
                GUARANTEE

              	
                11

              
	
                SECTION
      5.2

              	
                WAIVER
      OF NOTICE AND DEMAND

              	
                12

              
	
                SECTION
      5.3

              	
                OBLIGATIONS
      NOT AFFECTED

              	
                12

              
	
                SECTION
      5.4

              	
                RIGHTS
      OF HOLDERS

              	
                13

              
	
                SECTION
      5.5

              	
                GUARANTEE
      OF PAYMENT

              	
                13

              
	
                SECTION
      5.6

              	
                SUBROGATION

              	
                13

              
	
                SECTION
      5.7

              	
                INDEPENDENT
      OBLIGATIONS

              	
                13

              
	 	 	 
	
                ARTICLE VI

              	
                LIMITATION
      OF TRANSACTIONS; SUBORDINATION

              	
                14

              
	 	 	 
	
                SECTION
      6.1

              	
                LIMITATION
      OF TRANSACTIONS

              	
                14

              
	
                SECTION
      6.2

              	
                RANKING

              	
                14

              
	 	 	 
	
                ARTICLE VII

              	
                TERMINATION

              	
                14

              
	 	 	 
	
                SECTION
      7.1

              	
                TERMINATION

              	
                14

              
	 	 	 
	
                ARTICLE VIII

              	
                INDEMNIFICATION

              	
                15

              
	 	 	 
	
                SECTION
      8.1

              	
                EXCULPATION

              	
                15

              


      

       

       

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

      
        TABLE
OF CONTENTS

        (continued)

        
 

                                                                                                    Page

      

       

       

      
        	
                SECTION
      8.2

              	
                INDEMNIFICATION

              	
                15

              
	
                SECTION
      8.3

              	
                COMPENSATION

              	
                15

              
	 	 	 
	
                ARTICLE IX

              	
                MISCELLANEOUS

              	
                16

              
	 	 	 
	
                SECTION
      9.1

              	
                SUCCESSORS
      AND ASSIGNS

              	
                16

              
	
                SECTION
      9.2

              	
                AMENDMENTS

              	
                16

              
	
                SECTION
      9.3

              	
                NOTICES

              	
                16

              
	
                SECTION
      9.4

              	
                BENEFIT

              	
                17

              
	
                SECTION
      9.5

              	
                GOVERNING
      LAW

              	
                17

              
	
                SECTION
      9.6

              	
                COUNTERPARTS

              	
                17

              


      




     

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    
 

    CROSS
REFERENCE TABLE

     

    
      	
              Section
      of Trust Indenture Act

              of
      1939, as amended

            	 
      	
              Section
      of Guarantee Agreement

            
	
               

              310(a)

            	 
      	
               

              4.1(a)

            
	
              310(b)

            	 
      	
              4.1(c), 2.8

            
	
              310(c)

            	 
      	
              Not
  Applicable

            
	
              311(a)

            	 
      	
              2.2(b)

            
	
              311(b)

            	 
      	
              2.2(b)

            
	
              311(c)

            	 
      	
              Not
  Applicable

            
	
              312(a)

            	 
      	
              2.2(a)

            
	
              312(b)

            	 
      	
              2.2(b)

            
	
              313

            	 
      	
              2.3

            
	
              314(a)

            	 
      	
              2.4

            
	
              314(b)

            	 
      	
              Not
  Applicable

            
	
              314(c)

            	 
      	
              2.5

            
	
              314(d)

            	 
      	
              Not
  Applicable

            
	
              314(e)

            	 
      	
              1.1, 2.5,
3.2

            
	
              314(f)

            	 
      	
              2.1, 3.2

            
	
              315(a)

            	 
      	
              3.1(d)

            
	
              315(b)

            	 
      	
              2.7

            
	
              315(c)

            	 
      	
              3.1

            
	
              315(d)

            	 
      	
              3.1(d)

            
	
              316(a)

            	 
      	
              1.1, 2.6,
5.4

            
	
              316(b)

            	 
      	
              5.3

            
	
              317(a)

            	 
      	
              3.1

            
	
              317(b)

            	 
      	
              Not
  Applicable

            
	
              318(a)

            	 
      	
              2.1(a)

            
	
              318(b)

            	 
      	
              2.1

            
	
              318(c)

            	 
      	
              2.1(b)

            
	 
      	 
      	 
      


    

    


     

    Note:
This Cross-Reference Table does not constitute part of this Agreement and shall
not affect the interpretation of any of its terms or provisions.

     


    
      
         


      

      
        iii

        
          

        

      

      
         


      

    


    PREFERRED
SECURITIES GUARANTEE AGREEMENT

     

    
      	
              This
      PREFERRED SECURITIES GUARANTEE AGREEMENT (this “Preferred Securities
      Guarantee”), dated as of July 7, 2008, is executed and delivered by
      CAPITOL BANCORP LTD., a Michigan corporation (the “Guarantor”), and WELLS
      FARGO BANK, N.A., as trustee (the “Guarantee Trustee”), for the benefit of
      the Holders (as defined herein) from time to time of
      the Preferred Securities (as defined herein) of Capitol Trust XII, a
      Delaware statutory trust (the
“Trust”).

            


    

     

    RECITALS

     

    
      	
              WHEREAS,
      pursuant to an Amended and Restated Trust Agreement (the “Trust
      Agreement”), dated as of July 7, 2008 among the trustees of the Trust
      named therein, the Guarantor, as depositor, and the holders from time to
      time of undivided beneficial interests in the assets of the Trust, the
      Trust is issuing on the date hereof 3,350,000 preferred securities, having
      an aggregate Liquidation Amount of $33,500,000 designated the 10.50%
      Cumulative Trust 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 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 Preferred
      Securities, which purchase the Guarantor hereby agrees 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;

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    (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;

     

    (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 of the Securities Act of
1933, as amended, or any successor rule thereunder.

    

     

    
       
“Business
Day” means any day other than a Saturday, Sunday, a day on which federal or
state banking institutions in New York, New York are authorized or required by
law, executive order or regulation to close or a day on which the Corporate
Trust Office of the Guarantee Trustee is closed for business.

    

     

    
       
“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
Preferred Securities Guarantee is located at 919 North Market Street, Suite
1600, Wilmington, Delaware 19801, Attention: Corporate Trust
Services.

    

     

    
       
“Covered
Person” means any Holder or beneficial owner of Preferred
Securities.

    

     

    
       
“Debenture
Issuer” means Capitol Bancorp Ltd., issuer of the Debentures under the
Indenture.

    

     

    
       
“Debentures”
means the 10.50% Junior Subordinated Debentures due September 30, 2038, of the
Debenture Issuer held by the Property Trustee of the Trust.

    

     

    
       
“Event of
Default” means a default by the Guarantor on any of its payment or other
obligations under this Preferred Securities Guarantee.

    

     

    
       
“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
Trust; (i) any accrued and unpaid Distributions that are required to be paid on
such Preferred Securities, to the extent the Trust shall have funds available
therefor, (ii) the redemption price, including all accrued and unpaid
Distributions to the date of redemption (the “Redemption Price”), to the extent
the Trust has funds available therefor, with respect to any Preferred Securities
called for redemption by the Trust, and (iii) upon a voluntary or involuntary
dissolution, winding-up or termination of the Trust (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


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (a) the aggregate of the Liquidation Amount and all accrued and
unpaid Distributions on the Preferred Securities to the date of payment, to the
extent the Trust shall have funds available therefor, and (b) the amount of
assets of the Trust remaining available for distribution to Holders in
liquidation of the Trust after satisfaction of liabilities to creditors of the
Trust in accordance with applicable law (in either case, the “Liquidation
Distribution”).

     

    
    

    
       
“Guarantee
Trustee” means Wells Fargo Bank, N.A., until a Successor 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 Guarantee
Trustee.

    

     

    
       
“Guarantor”
means Capitol Bancorp Ltd., a Michigan corporation.

    

     

    
       
“Holder”
shall mean any holder, as registered on the books and records of the Trust, 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, the Guarantee Trustee or any of their respective
Affiliates.

    

     

    
       
“Indemnified
Person” means the Guarantee Trustee, 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 July 7, 2008, among the Debenture Issuer and
Wells Fargo Bank, N.A., as trustee, and any indenture supplemental thereto
pursuant to which the Debentures are to be
issued to the Property Trustee of the Trust.

    

     

    
       
“Liquidation
Amount” means the stated value of $10 per Preferred Security.

    

     

    
       
“Liquidation
Distribution” has the meaning provided therefor in the definition of Guarantee
Payments.

    

     

    
       
“Majority
in Liquidation Amount of the Preferred Securities” means the holders of more
than 50% of the Liquidation Amount of all of the Preferred
Securities.

    

     

    
       
“Officers’
Certificate” means, with respect to any Person, a certificate signed by two
authorized officers of such Person, at least one of whom shall be the principal
executive officer, principal financial officer, principal accounting officer,
treasurer or any vice president of such Person. 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 definition relating thereto;

     

    (b) a brief
statement of the nature and scope of the examination or investigation undertaken
by each officer in rendering the Officers’ Certificate;

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (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.

     

    
       
“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” means the 10.50% Cumulative Trust
Preferred Securities representing undivided beneficial interests in the assets
of the Trust which rank pari passu with Common Securities issued by the Trust;
provided, however, that upon the occurrence of an Event of Default, the rights
of holders of Common Securities to payment in respect of distributions and
payments upon liquidation, redemption and otherwise are subordinated to the
rights of holders of Preferred Securities.

    

     

    
       
“Redemption
Price” has the meaning provided therefor in the definition of Guarantee
Payments.

    

     

    
       
“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 this Preferred Securities Guarantee, including any
vice-president, any assistant vice-president, any trust officer, or other
officer or assistant officer 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 4.1.

    

     

    
       
“Trust
Indenture Act” means the Trust Indenture Act of 1939, as
amended.

    

     

                                   
ARTICLE
II                                

    TRUST
INDENTURE ACT

     

    
      	
              SECTION
      2.1  

            	
                TRUST
      INDENTURE ACT; APPLICATION.

            


    

     

    (a) This
Preferred Securities Guarantee is subject to the provisions of the Trust
Indenture Act that are required to be part of this Preferred Securities
Guarantee and shall, to the extent applicable, be governed by such
provisions.

     

    (b) If and to
the extent that any provision of this Preferred Securities Guarantee limits,
qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall
control.

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
      2.2  

            	
                LISTS
      OF HOLDERS OF SECURITIES.

            


    

     

    (a) In the
event the Guarantee Trustee is not also acting in the capacity of the Property
Trustee under the Trust Agreement, the Guarantor shall cause to be provided to
the Guarantee Trustee at such times as the Guarantee Trustee may request a list,
in such form as the Guarantee Trustee may reasonably require, of the names and
addresses of the Holders of the Preferred Securities (“List of Holders”) as of
the date (i) within one Business Day after March 15, June 15, September 15 and
December 15, and (ii) at any other time within 30 days of receipt by the
Guarantor of a written request for a List of Holders as of a date no more than
15 days before such List of Holders is given to the Guarantee Trustee; provided,
that the Guarantor shall not be obligated to provide such List of Holders at any
time the List of Holders does not differ from the most recent List of Holders
caused to have been given to the Guarantee Trustee by the Guarantor. The
Guarantee Trustee may destroy any List of Holders previously given to it on
receipt of a new List of Holders.

     

    (b) The
Guarantee Trustee shall comply with its obligations under Sections 311(a),
311(b) and Section 312(b) of the Trust Indenture Act.

     

    
      	
              SECTION
      2.3  

            	
                REPORTS
      BY THE GUARANTEE TRUSTEE.

            


    

     

    
      On or
before July 15 of each year, commencing July 15, 2009, the Guarantee Trustee
shall provide to the Holders of the Preferred Securities such reports if and to
the extent required by Section 313 of the Trust Indenture Act, in the form and
in the manner provided by Section 313 of the Trust Indenture Act. The Guarantee
Trustee shall also comply with the requirements of Section 313(d) of the Trust
Indenture Act.

    

     

    
      	
              SECTION
      2.4  

            	
                PERIODIC
      REPORTS TO GUARANTEE TRUSTEE.

            


    

     

    
      The
Guarantor shall provide to the Guarantee Trustee such documents, reports and
information as required by Section 314 (if any) and the compliance certificate
required by Section 314 of the Trust Indenture Act in the form, in the manner
and at the times required by Section 314 of the Trust Indenture
Act.

    

     

    
      	
              SECTION
      2.5  

            	
                EVIDENCE
      OF COMPLIANCE WITH CONDITIONS
PRECEDENT.

            


    

     

    
      The
Guarantor shall provide to the Guarantee Trustee such evidence of compliance
with any conditions precedent, if any, provided for in this Preferred Securities
Guarantee that relate to any of the matters set forth in Section 314(c) of the
Trust Indenture Act. Any certificate or opinion required to be given by an
officer pursuant to Section 314(c)(1) shall be given in the form of an Officers’
Certificate.

    

     

    
      	
              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
therefrom.

    

     

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
      2.7  

            	
                EVENT
      OF DEFAULT; NOTICE.

            


    

     

    (a) 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
Preferred Securities, notices of all Events of Default actually known to a
Responsible Officer of the Guarantee Trustee, unless such defaults have been
cured or waived before the giving of such notice; provided, that, except in the
case of a default by Guarantor on any of its payment obligations, 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 determines that the
withholding of such notice is in the interests of the Holders of the Preferred
Securities.

     

    (b) The
Guarantee Trustee shall not be deemed to have knowledge of any Event of Default
unless the Guarantee Trustee shall have received written notice, or of which a
Responsible Officer of the Guarantee Trustee charged with the administration of
the Trust Agreement shall have obtained actual knowledge.

     

    
      	
              SECTION
      2.8  

            	
                CONFLICTING
      INTERESTS.

            


    

     

    
      The Trust
Agreement shall be deemed to be specifically described in this Preferred
Securities Guarantee for the purposes of clause (i) of the first proviso
contained in Section 310(b) of the Trust Indenture Act.

    

     

    ARTICLE
III                                

    POWERS,
DUTIES AND RIGHTS OF GUARANTEE TRUSTEE

     

    
      	
              SECTION
      3.1  

            	
                POWERS
      AND DUTIES OF THE GUARANTEE
TRUSTEE.

            


    

     

    (a) This
Preferred Securities Guarantee shall be held by the Guarantee Trustee for the
benefit of the Holders of the Preferred Securities, and the Guarantee Trustee
shall not transfer this Preferred Securities Guarantee to any Person except a
Holder of Preferred Securities exercising his or her rights pursuant to Section
5.4(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.

     

    (b) 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
Preferred Securities Guarantee for the benefit of the Holders of the Preferred
Securities.

     

    (c) The
Guarantee Trustee, before the occurrence of any Event of Default and after the
curing of all Events of Default that may have occurred, shall undertake to
perform only such duties as are specifically set forth in this Preferred
Securities Guarantee, and no implied covenants shall be read into this Preferred
Securities Guarantee against the Guarantee Trustee. In 

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    case an Event of Default has occurred (that has not been cured or
waived pursuant to Section 2.6) 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 Preferred Securities 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.

     

    (d) No
provision of this Preferred Securities 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:

     

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

     

    (A) the
rights, immunities, duties and obligations of the Guarantee Trustee shall be
determined solely by the express provisions of this Preferred Securities
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
Preferred Securities Guarantee, and no implied covenants, duties or obligations
shall be read into this Preferred Securities Guarantee against the Guarantee
Trustee; and

     

    (B) 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 to the requirements of this Preferred
Securities Guarantee; but in the case of any such certificates or opinions that
by any provision hereof are specifically required to be furnished to the
Guarantee Trustee, the Guarantee Trustee shall be under a duty to examine the
same to determine whether or not they conform to the requirements of this
Preferred Securities Guarantee;

     

    (ii) 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 the Guarantee Trustee was negligent in ascertaining the pertinent
facts upon which such judgment was made;

     

    (iii) 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 direction of the
Holders of not less than a Majority in Liquidation Amount of the Preferred
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 Preferred Securities
Guarantee; and

     

    (iv) notwithstanding
the foregoing, no provision of this Preferred Securities 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 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    for believing that the repayment of such funds or liability is not
reasonably assured to it under the terms of this Preferred Securities Guarantee
or indemnity, reasonably satisfactory to the Guarantee Trustee, against such
risk or liability is not reasonably assured to it.

     

    (e)           whether
or not herein expressly so provided, every provision of this Preferred
Securities Guarantee relating to the conduct or affecting the liability of or
affording protection to the Guarantee Trustee shall be subject to the provisions
of this Section 3.1.  To the extent that, at law or in equity, the
Guarantee Trustee has duties and liabilities relating to the Guarantor or the
Holders, the Guarantee Trustee shall not be liable to any Holder for the
Guarantee Trustee’s good faith reliance on the provisions of this Preferred
Securities Guarantee.  The provisions of this Preferred Securities
Guarantee, to the extent that they restrict the duties and liabilities of the
Guarantee Trustee otherwise existing at law or in equity, are agreed by the
Guarantor and the Holders to replace such other duties and liabilities of the
Guarantee Trustee.

     

    
      	
              SECTION
      3.2  

            	
                CERTAIN
      RIGHTS OF GUARANTEE TRUSTEE.

            


    

     

    (a) Subject
to the provisions of Section 3.1:

     

    (i) the
Guarantee Trustee may conclusively rely, and shall be fully protected in acting
or refraining from acting in good faith and in accordance with the terms hereof
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;

     

    (ii) any
direction or act of the Guarantor contemplated by this Preferred Securities
Guarantee shall be sufficiently evidenced by an Officers’
Certificate;

     

    (iii) whenever,
in the administration of this Preferred Securities 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 Officers’
Certificate which, upon receipt of such request, shall be promptly delivered by
the Guarantor;

     

    (iv) 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
registration thereof);

     

    (v) the
Guarantee Trustee may consult with counsel, and the written 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 in reliance thereon and in accordance with such
advice or opinion. Such counsel may be counsel to the Guarantee Trustee,
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 Preferred Securities Guarantee from any
court of competent
jurisdiction;

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (vi) the
Guarantee Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Preferred Securities 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 that, nothing contained in this Section 3.2(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 Preferred Securities Guarantee;

     

    (vii) 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, and if the Guarantee Trustee has a reasonable need to make such
inquiry or investigation, it shall be entitled to examine the books, records and
premises of the Guarantor, personally or by agent or attorney, during normal
business hours, on reasonable notice to the Guarantor, and after signing a
confidentiality agreement containing terms and provisions that are reasonable
under the circumstances;

     

    (viii) 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;

     

    (ix) 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
Preferred Securities Guarantee, both of which shall be conclusively evidenced by
the Guarantee Trustee’s or its agent’s taking such action; and

     

    (x) whenever
in the administration of this Preferred Securities 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 (i) may request instructions from the Holders of a
Majority in Liquidation Amount of the Preferred Securities, (ii) may refrain
from enforcing such remedy or right or taking such other action until such
instructions are received, and (iii) shall be protected in conclusively relying
on or acting in accordance with such instructions.

     

    (xi) except as otherwise
expressly provided by this Preferred Securities Guarantee, the Guarantee Trustee
shall not be under any obligation to take any action that is discretionary under
the provisions of this Preferred Securities Guarantee.

     

    (b) No
provision of this Preferred Securities 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 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    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
      3.3  

            	
                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 Preferred Securities
Guarantee.

    

     

    
      	
              SECTION
      3.4  

            	
                SECURITIES.

            


    

     

    
      The
Guarantee Trustee or any other agent of the Guarantee Trustee, in its individual
or any other capacity, may become the owner or pledgee of Common or Preferred
Securities.

    

     

    ARTICLE
IV                                

    GUARANTEE
TRUSTEE

     

    
      	
              SECTION
      4.1  

            	
                GUARANTEE
      TRUSTEE; ELIGIBILITY.

            


    

     

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

     

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

     

    (ii) be a
corporation or national banking 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 a corporation or Person permitted by the Securities
and Exchange Commission to act as an institutional trustee under the Trust
Indenture Act, authorized under such laws to exercise trust powers, having a
combined capital and surplus of at least $50,000,000, and subject to supervision
or examination by federal, state, territorial or District of Columbia authority.
If such entity 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 4.1(a)(ii), the combined capital
and surplus of such entity shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so
published.

     

    (b) If at any
time the Guarantee Trustee shall cease to be eligible to so act under Section
4.1(a), the Guarantee Trustee shall immediately resign in the manner and with
the effect set out in Section 4.2(c).

     

    (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 and Guarantor shall in all respects comply
with the provisions of Section 310(b) of the Trust Indenture Act.

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    SECTION
4.2    
APPOINTMENT, REMOVAL AND RESIGNATION OF GUARANTEE TRUSTEE.

     

    (a) Subject
to Section 4.2(b), the Guarantee Trustee may be appointed or removed without
cause at any time by the Guarantor.

     

    (b) The
Guarantee Trustee shall not be removed in accordance with Section 4.2(a) until a
Successor Guarantee Trustee has been appointed and has accepted such appointment
by written instrument executed by such Successor Guarantee Trustee and delivered
to the Guarantor.

     

    (c) 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 instrument in writing executed by such Successor Guarantee
Trustee and delivered to the Guarantor and the resigning Guarantee
Trustee.

     

    (d) If no
Successor Guarantee Trustee shall have been appointed and accepted appointment
as provided in this Section 4.2 within 30 days after delivery to the Guarantor
of an instrument of resignation or the delivery of a notice of removal, the
resigning or removed Guarantee Trustee may, at the Guarantor’s expense, 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.

     

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

     

    (f) Upon
termination of this Preferred Securities Guarantee or removal or resignation of
the Guarantee Trustee pursuant to this Section 4.2, the Guarantor shall pay to
the Guarantee Trustee all fees and expenses accrued to the date of such
termination, removal or resignation.

     

    ARTICLE
V                                

    GUARANTEE

     

    
      	
              SECTION
      5.1  

            	
                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
Trust), as and when due, regardless of any defense, right of set-off or
counterclaim that the Trust 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 Trust to pay such
amounts to the Holders.  The Guarantor shall give prompt written
notice to the Guarantee Trustee in the event it makes any direct payment to the
Holders of Preferred Securities hereunder.

    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
      5.2  

            	
                WAIVER
      OF NOTICE AND DEMAND.

            


    

     

    
      The
Guarantor hereby waives notice of acceptance of this Preferred Securities
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 Trust 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
      5.3  

            	
                OBLIGATIONS
      NOT AFFECTED.

            


    

     

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

    

     

    (a) the
release or waiver, by operation of law or otherwise, of the performance or
observance by the Trust of any express or implied agreement, covenant, term or
condition relating to the Preferred Securities to be performed or observed by
the Trust;

     

    (b) the
extension of time for the payment by the Trust of all or any portion of the
Distributions, Redemption Price, Liquidation Distribution or any other sums
payable under the terms of the Preferred Securities or the extension of time for
the performance of any other obligation under, arising out of, or in connection
with, the Preferred Securities (other than an extension of time for payment of
Distributions, Redemption Price, Liquidation Distribution or other sum 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);

     

    (c) 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 Preferred Securities, or any action on
the part of the Trust granting indulgence or extension of any kind;

     

    (d) 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 Trust or any of the assets of the
Trust;

     

    (e) any
invalidity of, or defect or deficiency in, the Preferred
Securities;

     

    (f) any
failure or omission to receive any regulatory approval or consent required in
connection with the Preferred Securities (or the common equity securities issued
by the Trust), including the failure to receive any approval of the Board of
Governors of the Federal Reserve System required for the redemption of the
Preferred Securities;

     

    (g) the
settlement or compromise of any obligation guaranteed hereby or hereby incurred;
or

     

    (h) 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 5.3
that the obligations of the Guarantor hereunder shall be absolute and
unconditional under any and all circumstances.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
       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
      5.4  

            	
                RIGHTS
      OF HOLDERS.

            


    

     

    (a) Subject
to Section 5.4(b), the Holders of a Majority in Liquidation Amount of the
Preferred Securities have the right to direct the time, method and place of
conducting of any proceeding for any remedy available to the Guarantee Trustee
in respect of this Preferred Securities Guarantee or exercising any trust or
power conferred upon the Guarantee Trustee under this Preferred Securities
Guarantee.

     

    (b) Any
Holder of Preferred Securities may institute and prosecute a legal proceeding
directly against the Guarantor to enforce its rights under this Preferred
Securities Guarantee, without first instituting a legal proceeding against the
Trust, the Guarantee Trustee or any other Person.

     

    
      	
              SECTION
      5.5  

            	
                GUARANTEE
      OF PAYMENT.

            


    

     

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

    

     

    
      	
              SECTION
      5.6  

            	
                SUBROGATION.

            


    

     

    
      The
Guarantor shall be subrogated to all (if any) rights of the Holders of Preferred
Securities against the Trust in respect of any amounts paid to such Holders by
the Guarantor under this Preferred Securities Guarantee; provided, however, that
the Guarantor shall not (except to the extent required by mandatory 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 Preferred Securities Guarantee, if, at the
time of any such payment, any amounts are due and unpaid under this Preferred
Securities 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
      5.7  

            	
                INDEPENDENT
      OBLIGATIONS.

            


    

     

    
      The
Guarantor acknowledges that its obligations hereunder are independent of the
obligations of the Trust with respect to the Preferred Securities, and that the
Guarantor shall be liable as principal and as debtor hereunder to make Guarantee
Payments pursuant to the terms of this Preferred Securities Guarantee
notwithstanding the occurrence of any event referred to in subsections (a)
through (h), inclusive, of Section 5.3 hereof.

    

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    ARTICLE
VI                                

    LIMITATION
OF TRANSACTIONS; SUBORDINATION

     

    
      	
              SECTION
      6.1  

            	
                LIMITATION
      OF TRANSACTIONS.

            


    

     

    
      So long
as any Preferred Securities remain outstanding, if there shall have occurred an
Event of Default under this Preferred Securities Guarantee, an event of default
under the Trust Agreement or during an Extended Interest Payment Period (as
defined in the Indenture), then (a) the Guarantor shall not declare or pay any dividend on, make
any distributions with respect to, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of its capital stock (other than (i)
dividends or distributions in common stock of the Guarantor, or any declaration
of a non-cash dividend in connection with the implementation of a shareholder
rights plan, or the issuance of stock under any such plan in the future, or the
redemption or repurchase of any such rights pursuant thereto, (ii) purchases of
common stock of the Guarantor related to the rights under any of the Guarantor’s
benefit plans for its directors, officers, or employees, or (iii) as a result of
a reclassification of its capital stock for another class of its capital stock)
and (b) the Guarantor shall not make any payment of interest or principal on or
repay, repurchase or redeem any debt securities issued by the Guarantor which
rank pari passu with or junior to the Debentures, other than payments under this
Preferred Securities Guarantee.

    

     

    
      	
              SECTION
      6.2  

            	
                RANKING.

            


    

     

    
      This
Preferred Securities Guarantee will constitute an unsecured obligation of the
Guarantor and will rank subordinate and junior in right of payment to all Senior
Debt, Subordinated Debt and Additional Senior Obligations, as defined in the
Indenture, of the Guarantor, to the extent and in the manner set forth in the
Indenture, and the applicable provisions of the Indenture will apply, in all
relevant respects, to the obligations of the Guarantor
hereunder.

    

     

    ARTICLE
VII                                

    TERMINATION

     

    
      	
              SECTION
      7.1  

            	
                TERMINATION.

            


    

     

    
      This
Preferred Securities Guarantee shall terminate upon (i) full payment of the
Redemption Price of all Preferred Securities, (ii) full payment of the amounts
payable in accordance with the Trust Agreement upon liquidation of the Trust, or
(iii) distribution of the Debentures to the Holders of the Preferred Securities.
Notwithstanding the foregoing, this Preferred Securities Guarantee shall
continue to be effective or shall be reinstated, as the case may be, if at any
time any Holder of Preferred Securities must restore payment of any sums paid
under the Preferred Securities or under this Preferred Securities
Guarantee.

    

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    ARTICLE
VIII                                

    INDEMNIFICATION

     

    
      	
              SECTION
      8.1  

            	
                EXCULPATION.

            


    

     

    (a) 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 performed or omitted by such
Indemnified Person in good faith in accordance with this Preferred Securities
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
Preferred Securities 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.

     

    (b) An
Indemnified Person shall be fully protected in relying in good faith upon the
records of the Guarantor and upon such information, opinions, reports or
statements presented to the Guarantor by any Person as to matters the
Indemnified Person reasonably believes are within such other Person’s
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Guarantor, 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 Preferred Securities might properly be
paid.

     

    
      	
              SECTION
      8.2  

            	
                INDEMNIFICATION.

            


    

     

    
      The
Guarantor agrees to indemnify each Indemnified Person for, and to hold each
Indemnified Person harmless against, any loss, liability or expense incurred
without negligence or bad faith on its part, arising out of or in connection
with the acceptance or administration of the trust or trusts hereunder,
including the costs and expenses (including reasonable legal fees and expenses)
of defending itself against, or investigating, any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder. The obligation to indemnify as set forth in this Section 8.2 shall
survive the termination of this Preferred Securities Guarantee.  In no
event shall the Guarantee Trustee be liable for any indirect, special, punitive
or consequential loss or damage of any kind whatsoever, including, but not
limited to, lost profits, even if the Guarantee Trustee has been advised of the
likelihood of such loss or damage and regardless of the form of action.  In
no event shall the Guarantee Trustee be liable for any failure or delay in the
performance of its obligations hereunder because of circumstances beyond its
control, including, but not limited to, acts of God, flood, war (whether
declared or undeclared), terrorism, fire, riot, embargo, government action,
including any laws, ordinances, regulations, governmental action or the like
which delay, restrict or prohibit the providing of the services contemplated by
this Preferred Securities Guarantee.

    

     

    
      	
              SECTION
      8.3  

            	
                COMPENSATION.

            


    

     

    
      The
Guarantor agrees to pay to the Guarantee Trustee from time to time reasonable
compensation for all services rendered by it hereunder (which compensation shall
not be limited by any provisions of law in regard to the compensation of a
trustee of an express trust) 

    

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    and to reimburse the Guarantee Trustee upon request for all
reasonable expenses, disbursements and advances (including the reasonable fees
and expenses of its attorneys and agents) incurred or made by the Guarantee
Trustee in accordance with any provision of this Preferred Securities
Guarantee.

     

    ARTICLE
IX                                

    MISCELLANEOUS

     

    
      	
              SECTION
      9.1  

            	
                SUCCESSORS
      AND ASSIGNS.

            


    

     

    
      All
guarantees and agreements contained in this Preferred Securities Guarantee shall
bind the successors, assigns, receivers, trustees and representatives of the
Guarantor and shall inure to the benefit of the Holders of the Preferred
Securities then outstanding.

    

     

    
      	
              SECTION
      9.2  

            	
                AMENDMENTS.

            


    

     

    
      This
Preferred Securities Guarantee can only be amended by an instrument in writing
signed by the Guarantor and the Guarantor Trustee.  Except with
respect to any changes that do not materially adversely affect the rights of
Holders (in which case no consent of Holders will be required), this Preferred
Securities Guarantee may only be amended with the prior approval of the Holders
of at least a Majority in Liquidation Amount of the Preferred Securities. The
provisions of Article VI of the Trust Agreement with respect to meetings of
Holders of the Preferred Securities apply to the giving of such
approval.

    

     

    
      	
              SECTION
      9.3  

            	
                NOTICES.

            


    

     

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

    

     

    (a) 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 Preferred Securities):

     

    Wells
Fargo Bank, N.A.

    919 North
Market Street

    Suite
1600

    Wilmington,
Delaware 19801

    Attention:
Corporate Trust Services

    


    (b) 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
Preferred Securities):

     

    Capitol
Bancorp Center

    200
Washington Square North

    Lansing,
Michigan 48933

    Attention:
Cristin K. Reid

     

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    (c) If given
to any Holder of Preferred Securities, at the address set forth on the books and
records of the Trust.

     

    
      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
      9.4  

            	
                BENEFIT.

            


    

     

    
      This
Preferred Securities Guarantee is solely for the benefit of the Holders of the
Preferred Securities and, subject to Section 3.1(a), is not separately
transferable from the Preferred Securities.

    

     

    
      	
              SECTION
      9.5  

            	
                GOVERNING
      LAW.

            


    

     

    
      THIS
PREFERRED SECURITIES GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.

    

     

    
      	
              SECTION
      9.6  

            	
                COUNTERPARTS.

            


    

     

    
      This
Preferred Securities Guarantee may be executed in any number of counterparts,
each of which shall be an original, but such counterparts shall together
constitute but one and the same instrument.

    

    


    


    [SIGNATURE
PAGE TO FOLLOW]

     


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    This
Preferred Securities Guarantee is executed as of the day and year first above
written.

     

    
      	 
      	
              CAPITOL
      BANCORP LTD., AS

              GUARANTOR

               

              By:
       /s/ Lee W.
      Hendrickson   
                
      

              Name:  Lee
      W. Hendrickson

              Title:  Chief
      Financial Officer

            
	 
      	 
      
	 
      	
              WELLS
      FARGO BANK, N.A., AS

              GUARANTEE
      TRUSTEE

               

              By: 
      /s/ Tracy M.
      McLamb                  
      

              Name:  Tracy
      M. McLamb

              Title:  Vice
      President

               

            


    

    


     

     

     

    [Guarantee Agreement Signature Page]