<PAGE>   1
                                                                   Exhibit - 4.7





                    PREFERRED SECURITIES GUARANTEE AGREEMENT


                                 BY AND BETWEEN


                           SECOND BANCORP INCORPORATED


                                       AND


                            WILMINGTON TRUST COMPANY


                           DATED AS OF _________, 2001






<PAGE>   2




                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

<S>                                                                                                       <C>
                                                                                                           Page No.
ARTICLE I
         DEFINITIONS AND INTERPRETATION..........................................................................1
         Section 1.1       Definitions and Interpretation........................................................1

ARTICLE II
         TRUST INDENTURE ACT.....................................................................................5
         Section 2.1       Trust Indenture Act; Application......................................................5
         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......................................6
         Section 2.6       Events of Default; Waiver.............................................................6
         Section 2.7       Event of Default; Notice..............................................................6
         Section 2.8       Conflicting Interests.................................................................6

ARTICLE III
         POWERS, DUTIES AND RIGHTS OF GUARANTEE TRUSTEE..........................................................7
         Section 3.1       Powers and Duties of the Guarantee Trustee............................................7
         Section 3.2       Certain Rights of Guarantee Trustee...................................................9
         Section 3.3       Not Responsible for Recitals or Issuance of Guarantee................................11

ARTICLE IV
         GUARANTEE TRUSTEE......................................................................................11
         Section 4.1       Guarantee Trustee; Eligibility.......................................................11
         Section 4.2       Appointment, Removal and Resignation of Guarantee Trustee............................12

ARTICLE V
         GUARANTEE..............................................................................................12
         Section 5.1       Guarantee............................................................................12
         Section 5.2       Waiver of Notice and Demand..........................................................13
         Section 5.3       Obligations Not Affected.............................................................13
         Section 5.4       Rights of Holders....................................................................14
         Section 5.5       Guarantee of Payment.................................................................14
         Section 5.6       Subrogation..........................................................................14
         Section 5.7       Independent Obligations..............................................................15

ARTICLE VI
         LIMITATION OF TRANSACTIONS; SUBORDINATION..............................................................15
         Section 6.1       Limitation of Transactions...........................................................15
         Section 6.2       Ranking..............................................................................15

ARTICLE VII
         TERMINATION............................................................................................15

</TABLE>



                                        i

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<TABLE>
<CAPTION>

<S>                                                                                                          <C>

         Section 7.1       Termination..........................................................................15

ARTICLE VIII
         INDEMNIFICATION........................................................................................16
         Section 8.1       Exculpation..........................................................................16
         Section 8.2       Indemnification......................................................................16

ARTICLE IX
         MISCELLANEOUS..........................................................................................16
         Section 9.1       Successors and Assigns...............................................................16
         Section 9.2       Amendments...........................................................................17
         Section 9.3       Notices..............................................................................17
         Section 9.4       Benefit..............................................................................18
         Section 9.5       Governing Law........................................................................18

</TABLE>








                                       ii


<PAGE>   4



                              CROSS REFERENCE TABLE
<TABLE>
<CAPTION>

<S>            <C>                                                                     <C>
               Section                                                                 Section
                 of                                                                      of
Trust Indenture Act of 1939, as amended                                          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(b)
               318(b)...............................................................   2.1
               318(c)...............................................................   2.1(b)

</TABLE>

               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



<PAGE>   5

                    PREFERRED SECURITIES GUARANTEE AGREEMENT

          This PREFERRED SECURITIES GUARANTEE AGREEMENT (this "Preferred
Securities Guarantee"), dated as of ___________, 2001, is executed and delivered
by SECOND BANCORP INCORPORATED, an Ohio corporation (the "Guarantor"), and
WILMINGTON TRUST COMPANY, a Delaware banking corporation organized under the
laws of the State of Delaware, 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 Second Bancorp Capital Trust I, a Delaware
statutory business trust (the "Trust").

                                    RECITALS

          WHEREAS, pursuant to an Amended and Restated Trust Agreement (the
"Trust Agreement"), dated as of __________, 2001, among the trustees of the
Trust named therein, the Guarantor, as sponsor, 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 up to 2,990,000 preferred securities, having an
aggregate Liquidation Amount of up to $29,900,000 designated the ____%
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.

I         DEFINITIONS AND INTERPRETATION

          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;



                                       1
<PAGE>   6

                    (c)       a term defined anywhere in this Preferred
                              Securities Guarantee has the same meaning
                              throughout;

                    (d)       all references to "the Preferred Securities
                              Guarantee" or "this Preferred Securities
                              Guarantee" are to this Preferred Securities
                              Guarantee as modified, supplemented or amended
                              from time to time;

                    (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 or Warren,
Ohio 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 Agreement is located at Rodney Square North, 1100 North Market
Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust
Administration.

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

          "Debentures" means the ____% Subordinated Debentures due December 31,
2031, of the Debenture Issuer held by the Property Trustee of the Trust.

          "Debenture Issuer" means Second Bancorp Incorporated, issuer of the
Debentures under the Indenture.

          "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




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<PAGE>   7

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 (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 (the "Liquidation Distribution"),
and (b) the amount of assets of the Trust remaining available for distribution
to Holders in liquidation of the Trust.

          "Guarantee Trustee" means Wilmington Trust Company, 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 Second Bancorp Incorporated, an Ohio 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 _________, 2001, among the
Debenture Issuer and Wilmington Trust Company, 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;





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<PAGE>   8


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

                    (c)       a statement that each such officer has made such
                              examination or investigation as, in such officer's
                              opinion, is necessary to enable such officer to
                              express an informed opinion as to whether or not
                              such covenant or condition has been complied with;
                              and

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

          "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 ____% 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
assistant secretary 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.




                                       4
<PAGE>   9

II        TRUST INDENTURE ACT

          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 Section
                              310 to 317, inclusive, of the Trust Indenture Act,
                              such imposed duties shall control.

          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 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 of each year, commencing December 15,
                              2001, 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.

          2.3 Reports by the Guarantee Trustee.

          On or before July 31 of each year, commencing July 31, 2002, the
Guarantee Trustee shall provide to the Holders of the Preferred Securities such
reports as are required by Section 313 of the Trust Indenture Act, if any, 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.

          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 of the Trust Indenture Act
(if any) and the compliance




                                       5
<PAGE>   10

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.

          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) of the Trust Indenture Act may
be given in the form of an Officers' Certificate.

          2.6 Events of Default; Waiver.

          The Holders of a Majority in Liquidation Amount of Preferred
Securities may, by vote, on behalf of the Holders of all of the Preferred
Securities, waive any past Event of Default and its consequences. Upon such
waiver, any such Event of Default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been cured, for every purpose of this
Preferred Securities Guarantee, but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon.

          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 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 (i) the
                              Guarantee Trustee shall have received written
                              notice of such Event of Default, or (ii) a
                              Responsible Officer of the Guarantee Trustee
                              charged with the administration of the Trust
                              Agreement shall have obtained actual knowledge of
                              such Event of Default.

          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.




                                       6
<PAGE>   11

III       POWERS, DUTIES AND RIGHTS OF GUARANTEE TRUSTEE

          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 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 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




                                       7
<PAGE>   12

                                                  Securities Guarantee, and no
                                                  implied covenants 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 Responsible Officer
                                        of 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)      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 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.




                                       8
<PAGE>   13

          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 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 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 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
                                        Preferred Securities Guarantee from any
                                        court of competent jurisdiction;

                              (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




                                       9
<PAGE>   14

                                        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;

                              (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;

                              (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.

                    (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 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





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<PAGE>   15

                              such right, power, duty or obligation. No
                              permissive power or authority available to the
                              Guarantee Trustee shall be construed to be a duty.

          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.

IV        GUARANTEE TRUSTEE

          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 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
                                        corporate 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 corporation 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
                                        corporation 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.




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<PAGE>   16

          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. 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 60 days after delivery to
                              the Guarantor of an instrument of resignation, the
                              resigning Guarantee Trustee 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.

                    (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.

V         GUARANTEE

          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.




                                       12
<PAGE>   17

          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.

          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




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<PAGE>   18

                              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.

          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.

          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.

          5.5 Guarantee of Payment.

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

          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.




                                       14
<PAGE>   19

          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.

VI        LIMITATION OF TRANSACTIONS; SUBORDINATION

          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 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.

          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.

VII       TERMINATION

          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.




                                       15
<PAGE>   20

VIII      INDEMNIFICATION

          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.

          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.

IX        MISCELLANEOUS

          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.




                                       16
<PAGE>   21

          9.2 Amendments.

          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.

          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):

                              Wilmington Trust Company
                              Rodney Square North
                              1100 North Market Street
                              Wilmington, Delaware  19890-0001
                              Attention:  Corporate Trust Administration

                    (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):

                              Second Bancorp Incorporated
                              108 Main Avenue, S.W.
                              P.O. Box 1311
                              Warren, OH  44482-1311
                              Attention:  Chief Financial Officer

                    (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.




                                       17
<PAGE>   22

          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.

          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 OHIO.

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

SECOND BANCORP INCORPORATED, as Guarantor

By:
   --------------------------------------------
Its:
    -------------------------------------------


WILMINGTON TRUST COMPANY,
     as Guarantee Trustee

By:
   --------------------------------------------
Its:
    -------------------------------------------




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