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                                                                     EXHIBIT 4.9


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                 SERIES A CAPITAL SECURITIES GUARANTEE AGREEMENT
                            SKY FINANCIAL GROUP, INC.

                           DATED AS OF MARCH 31, 2000





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                                TABLE OF CONTENTS
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                                                                            PAGE
                                                                            ----

                                    ARTICLE I
                         DEFINITIONS AND INTERPRETATION

SECTION 1.1  Definitions and Interpretation....................................2

                                   ARTICLE II

                               TRUST INDENTURE ACT

SECTION 2.1  Trust Indenture Act; Application..................................5
SECTION 2.2  Lists of Holders of Securities....................................6
SECTION 2.3  Reports by the Capital Securities Guarantee Trustee...............6
SECTION 2.4  Periodic Reports..................................................6
SECTION 2.5  Evidence of Compliance with Conditions Precedent..................6
SECTION 2.6  Waiver of Events of Default.......................................7
SECTION 2.7  Notice of Events of Default.......................................7
Section 2.8  Conflicting Interests.............................................7

                                   ARTICLE III
                          POWERS, DUTIES AND RIGHTS OF
                      CAPITAL SECURITIES GUARANTEE TRUSTEE

SECTION 3.1  Powers and Duties of the Capital Securities Guarantee Trustee.....8
SECTION 3.2  Certain Rights of Capital Securities Guarantee Trustee...........10
SECTION 3.3  Not Responsible for Recitals or Issuance of Series A Capital
             Securities Guarantee.............................................12

                                   ARTICLE IV
                      CAPITAL SECURITIES GUARANTEE TRUSTEE

SECTION 4.1  Capital Securities Guarantee Trustee; Eligibility................12
SECTION 4.2  Appointment, Removal and Resignation of Capital Securities.......13

                                    ARTICLE V
                                    GUARANTEE

SECTION 5.1  Guarantee .......................................................14
SECTION 5.2  Waiver of Notice and Demand......................................14
SECTION 5.3  Obligations Not Affected.........................................14
SECTION 5.4  Rights of Holders................................................15
SECTION 5.5  Guarantee of Payment.............................................15
SECTION 5.6  Subrogation .....................................................15
SECTION 5.7  Independent Obligations..........................................16


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                                   ARTICLE VI
                    LIMITATION OF TRANSACTIONS; SUBORDINATION

SECTION 6.1  Limitation of Transactions.......................................16
SECTION 6.2  Ranking .........................................................17

                                   ARTICLE VII
                                   TERMINATION

SECTION 7.1  Termination .....................................................17

                                  ARTICLE VIII
                                 INDEMNIFICATION

SECTION 8.1  Exculpation .....................................................17
SECTION 8.2  Compensation and Indemnification.................................18

                                   ARTICLE IX
                                  MISCELLANEOUS

SECTION 9.1  Successors and Assigns...........................................18
SECTION 9.2  Amendments ......................................................19
SECTION 9.3  Notices .........................................................19
SECTION 9.4   Exchange Offer..................................................20
SECTION 9.5  Benefit .........................................................20
SECTION 9.6  Governing Law....................................................21






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                              CROSS REFERENCE TABLE


SECTION OF TRUST INDENTURE                              SECTION OF GUARANTEE
 ACT OF 1939, AS AMENDED                                       AGREEMENT
 -----------------------                                       ---------



        310(a)     .....................................         4.1(a)

        310(b)     .....................................      2.8, 4.1(c)

        310(c)     .....................................          N/A

        311(a)     .....................................         2.2(b)

        311(b)     .....................................         2.2(b)

       311 (c)     .....................................          N/A

        312(a)     .....................................         2.2(a)

        312(b)     .....................................         2.2(b)

        312(c)     .....................................          N/A

         313       .....................................          2.3

        314(a)     .....................................          2.4

        314(b)     .....................................          N/A

        314(c)     .....................................          2.5

        314(d)     .....................................          N/A

        314(e)     .....................................     1.1, 2.5, 3.2

        314(f)     .....................................        2.1, 3.2

        315(a)     .....................................     3.1(d), 3.2(a)

        315(b)     .....................................          2.7

        315(c)     .....................................         3.1(c)

        315(d)     .....................................  3.1(d), 3.2(a), 8.1

        315(e)     .....................................          N/A

        316(a)     .....................................     1.1, 2.6, 5.4

        316(b)     .....................................        5.3, 5.4

        316(c)     .....................................          9.2

        317(a)     .....................................          N/A

        317(b)     .....................................          N/A

        318(a)     .....................................         2.1(a)

        318(b)     .....................................         2.1(b)

        318(c)     .....................................         2.1(b)
____________

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

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                 SERIES A CAPITAL SECURITIES GUARANTEE AGREEMENT

         This SERIES A CAPITAL SECURITIES GUARANTEE AGREEMENT (the "Series A
Capital Securities Guarantee"), dated as of March 31, 2000, is executed and
delivered by SKY FINANCIAL GROUP, INC., an Ohio corporation (the "Guarantor"),
and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee (the
"Capital Securities Guarantee Trustee" or "Trustee"), for the benefit of the
Holders (as defined herein) from time to time of the Series A Capital Securities
(as defined herein) of SKY FINANCIAL CAPITAL TRUST I, a Delaware statutory
business trust (the "Issuer").

         WHEREAS, pursuant to an Amended and Restated Declaration of Trust (the
"Declaration"), dated as of March 31, 2000, by and among the trustees of the
Issuer named therein, the Guarantor, as sponsor, and the Holders from time to
time of undivided beneficial interests in the assets of the Issuer, the Issuer
(i) is issuing on the date hereof 61,856,000 capital securities, having an
aggregate liquidation amount of $61,856,000, such capital securities being
designated the 9.34% Capital Securities, Series A (collectively the "Series A
Capital Securities") and (ii) in connection with an Exchange Offer (as defined
in the Declaration), will execute and deliver the Series B Capital Securities
Guarantee (as defined in the Declaration) for the benefit of Holders of the
Series B Capital Securities (as defined in the Declaration);

         WHEREAS, as incentive for the Holders to purchase the Series A Capital
Securities, the Guarantor desires irrevocably and unconditionally to agree, to
the extent set forth in this Series A Capital Securities Guarantee, to pay the
Guarantee Payments (as defined herein) to the Holders of the Series A Capital
Securities, and the Guarantor agrees to make certain other payments on the terms
and conditions set forth herein; and

         WHEREAS, the Guarantor is also executing and delivering the Common
Securities Guarantee Agreement, dated as of March 31, 2000 (the "Common
Securities Guarantee"), for the benefit of the holders of the Common Securities
(as defined herein), the terms of which provide that if an Event of Default (as
defined in the Declaration) has occurred and is continuing, the rights of
holders of the Common Securities to receive Guarantee Payments under the Common
Securities Guarantee are subordinated, to the extent and in the manner set forth
in the Common Securities Guarantee, to the rights of Holders of Series A Capital
Securities and the Series B Capital Securities to receive Guarantee Payments
under this Series A Capital Securities Guarantee and the Series B Capital
Securities Guarantee, as the case may be;

         NOW, THEREFORE, in consideration of the purchase by each Holder of the
Series A Capital Securities, which purchase the Guarantor hereby acknowledges
shall benefit the Guarantor, the Guarantor executes and delivers this Series A
Capital Securities Guarantee for the benefit of such Holders.




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                                    ARTICLE I

                         DEFINITIONS AND INTERPRETATION

         SECTION 1.1   DEFINITIONS AND INTERPRETATION.

         In this Series A Capital Securities Guarantee, unless the context
otherwise requires:

         (1) capitalized terms used in this Series A Capital Securities
Guarantee but not defined in the preamble above have the respective meanings
assigned to them in this Section 1.1;

         (2) terms defined in the Declaration as in effect at the date of
execution of this Series A Capital Securities Guarantee have the same meaning
when used in this Series A Capital Securities Guarantee unless otherwise defined
in this Series A Capital Securities Guarantee;

         (3) a term defined anywhere in this Series A Capital Securities
Guarantee has the same meaning throughout;

         (4) all references to "the Series A Capital Securities Guarantee" or
"this Series A Capital Securities Guarantee" are references to this Series A
Capital Securities Guarantee as modified, supplemented or amended from time to
time;

         (5) all references in this Series A Capital Securities Guarantee to
Articles and Sections are references to Articles and Sections of this Series A
Capital Securities Guarantee, unless otherwise specified;

         (6) a term defined in the Trust Indenture Act has the same meaning when
used in this Series A Capital Securities Guarantee, unless otherwise defined in
this Series A Capital Securities Guarantee or unless the context otherwise
requires; and

         (7) a reference to the singular includes the plural and vice versa.

         "AFFILIATE" has the same meaning as given to that term in Rule 405
under the Securities Act of 1933, as amended, or any successor rule thereunder.

         "BUSINESS DAY" shall mean any day other than a Saturday, a Sunday or a
day on which banking institutions in New York, New York, Wilmington, Delaware or
Bowling Green, Ohio are authorized or required by law or executive order to
remain closed.

         "CAPITAL SECURITIES GUARANTEE TRUSTEE" shall mean Wilmington Trust
Company, as Trustee under the Series A Capital Securities Guarantee, until a
Successor Capital Securities Guarantee Trustee has been appointed and has
accepted such appointment pursuant to the terms of this Series A Capital
Securities Guarantee and thereafter means each such Successor Capital Securities
Guarantee Trustee.

         "COMMON SECURITIES" shall mean the securities representing common
undivided beneficial interests in the assets of the Issuer.




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         "CORPORATE TRUST OFFICE" shall mean the office of the Capital
Securities Guarantee Trustee at which the corporate trust business of the
Capital Securities 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" shall mean any Holder or beneficial owner of Series A
Capital Securities.

         "DEBENTURES" shall mean the series of subordinated debt securities of
the Guarantor designated the 9.34% Junior Subordinated Deferrable Interest
Debentures due May 1, 2030, Series A, held by the Property Trustee (as defined
in the Declaration) of the Issuer.

         "EVENT OF DEFAULT" shall mean a default by the Guarantor on any of its
payment or other obligations under this Series A Capital Securities Guarantee;
PROVIDED, HOWEVER, that, except with respect to default in respect of any
Guarantee Payment, no default by the Guarantor hereunder shall constitute an
Event of Default unless the Guarantor shall have received written notice of the
default and shall not have cured such default within 60 days after receipt
thereof.

         "GUARANTEE PAYMENTS" shall mean the following payments or
distributions, without duplication, with respect to the Series A Capital
Securities, to the extent not paid or made by or on behalf of the Issuer: (i)
any accumulated and unpaid Distributions (as defined in the Declaration) that
are required to be paid on such Series A Capital Securities, to the extent the
Issuer has funds legally available therefor at such time, (ii) the redemption
price, including all accumulated and unpaid Distributions to the date of
redemption (the "Redemption Price"), to the extent the Issuer has funds legally
available therefor at such time, with respect to any Series A Capital Securities
called for redemption, and (iii) upon a voluntary or involuntary dissolution,
winding up or liquidation of the Issuer (other than in connection with the
distribution of Debentures to the Holders in exchange for Series A Capital
Securities or in connection with the redemption of the Series A Capital
Securities, in each case as provided in the Declaration), the lesser of (a) the
aggregate of the liquidation amount and all accumulated and unpaid Distributions
on the Series A Capital Securities to the date of payment, to the extent the
Issuer has funds legally available therefor at such time, and (b) the amount of
assets of the Issuer remaining available for distribution to Holders after
satisfaction of liabilities to creditors of the Issuer as required by applicable
law (in either case, the "Liquidation Distribution"). If an Event of Default has
occurred and is continuing, no Guarantee Payments under the Common Securities
Guarantee with respect to the Common Securities or any guarantee payment under
the Common Securities Guarantee or any Other Common Securities Guarantee shall
be made until the Holders of the Series A Capital Securities shall be paid in
full the Guarantee Payments to which they are entitled under this Series A
Capital Securities Guarantee.

         "HOLDER" shall mean any holder, as registered on the books and records
of the Issuer, of any Series A Capital Securities; PROVIDED, HOWEVER, that, in
determining whether the holders of the requisite percentage of Series A Capital
Securities have given any request, notice, consent or waiver hereunder, "Holder"
shall not include the Guarantor or any Person actually known to a


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Responsible Officer of the Capital Securities Guarantee Trustee to be an
Affiliate of the Guarantor.

         "INDEMNIFIED PERSON" shall mean the Capital Securities Guarantee
Trustee (including in its individual capacity), any Affiliate of the Capital
Securities Guarantee Trustee, or any officers, directors, shareholders, members,
partners, employees, representatives, nominees, custodians or agents of the
Capital Securities Guarantee Trustee.

         "INDENTURE" shall mean the Indenture, dated as of March 31, 2000,
between Sky Financial Group, Inc., as issuer of Debentures (the "Debenture
Issuer"), and Wilmington Trust Company, as trustee, pursuant to which the
Debentures are to be issued to the Property Trustee of the Issuer.

         "MAJORITY IN LIQUIDATION AMOUNT OF THE SERIES A CAPITAL SECURITIES"
shall mean, except as provided by the Trust Indenture Act, a vote by Holder(s)
of the Series A Capital Securities, voting separately as a class, of more than
50% of the aggregate liquidation amount (including the amount that would be paid
on redemption, liquidation or otherwise, plus accumulated and unpaid
Distributions to the date upon which the voting percentages are determined) of
all outstanding Series A Capital Securities, excluding Series A Capital
Securities held by the Guarantor and the Issuer and any Affiliate thereof.

         "OFFICERS' CERTIFICATE" shall mean, with respect to any Person, a
certificate signed by the Chairman, the Chief Executive Officer, the President,
an Executive or Senior Vice President, a Vice President, the Chief Financial
Officer and the Secretary or an Assistant Secretary. Any Officers' Certificate
delivered with respect to compliance with a condition or covenant provided for
in this Series A Capital Securities Guarantee shall include:

         (a) a statement that each officer signing the Officers' Certificate has
read the covenants or conditions and the definitions relating thereto;

         (b) 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

         (c) a statement as to whether or not, in the opinion of each such
officer, such condition or covenant has been complied with.

         "OTHER COMMON SECURITIES GUARANTEES" shall have the same meaning as
"Other Guarantees" in the Common Securities Guarantee.

         "OTHER DEBENTURES" shall mean all junior subordinated debentures, other
than the Debentures and the Series B Debentures (as defined in the Indenture),
issued by the Guarantor, from time to time and sold to trusts other than the
Issuer to be established by the Guarantor (if any), in each case similar to the
Issuer.

         "OTHER GUARANTEES" shall mean all guarantees, other than this Series A
Capital Securities Guarantee and the Series B Capital Securities Guarantee, to
be issued by the Guarantor with





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respect to capital securities (if any) similar to the Series A Capital
Securities, issued by trusts other than the Issuer to be established by the
Guarantor (if any), in each case similar to the Issuer.

         "PERSON" shall mean 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.

         "REGISTRATION RIGHTS AGREEMENT" shall mean the Registration Rights
Agreement, dated as of March 28, 2000, by and among the Guarantor, the Issuer
and the Initial Purchaser named therein, as such agreement may be amended,
modified or supplemented from time to time.

         "RESPONSIBLE OFFICER" shall mean, with respect to a Person, any officer
with direct responsibility for the administration of any matters relating to
this Series A Capital Securities Guarantee.

         "SUCCESSOR CAPITAL SECURITIES GUARANTEE TRUSTEE" shall mean a successor
Capital Securities Guarantee Trustee possessing the qualifications to act as
Capital Securities Guarantee Trustee under Section 4.1.

         "TRUST INDENTURE ACT" shall mean the Trust Indenture Act of 1939, as
amended.

         "TRUST SECURITIES" shall mean the Common Securities and the Series A
Capital Securities and Series B Capital Securities, collectively.

                                   ARTICLE II

                               TRUST INDENTURE ACT

         SECTION 2.1   TRUST INDENTURE ACT; APPLICATION.

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

         (b) If and to the extent that any provision of this Series A Capital
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. If any provision of this Series A Capital Securities Guarantee
modifies or excludes any provision of the Trust Indenture Act that may be so
modified or excluded, the modified or excluded provision of the Trust Indenture
Act shall be deemed to apply to this Series A Capital Securities Guarantee as so
modified or excluded, as the case may be.




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         SECTION 2.2   LISTS OF HOLDERS OF SECURITIES.

         (a) The Guarantor shall provide the Capital Securities Guarantee
Trustee (unless the Capital Securities Guarantee Trustee is otherwise the
registrar of the Series A Capital Securities) with a list, in such form as the
Capital Securities Guarantee Trustee may reasonably require, of the names and
addresses of the Holders of the Series A Capital Securities ("List of Holders")
as of such date, (i) within fourteen (14) days after each record date for
payment of Distributions (as defined in the Declaration), 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 14 days before such List of Holders is
given to the Capital Securities Guarantee Trustee; PROVIDED, HOWEVER, 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 given to
the Capital Securities Guarantee Trustee by the Guarantor. The Capital
Securities Guarantee Trustee may destroy any List of Holders previously given to
it upon receipt of a new List of Holders.

         (b) The Capital Securities 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 CAPITAL SECURITIES GUARANTEE TRUSTEE.

         On or before July 15 of each year, commencing July 15, 2001, the
Capital Securities Guarantee Trustee shall provide to the Holders of the Series
A Capital 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 Capital Securities Guarantee Trustee shall also
comply with the requirements of Section 313(d) of the Trust Indenture Act.

         SECTION 2.4   PERIODIC REPORTS.

         The Guarantor shall provide to the Capital Securities Guarantee Trustee
such documents, reports and information as are 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. Delivery of such reports, information and documents to the
Capital Securities Guarantee Trustee is for informational purposes only and the
Capital Securities Guarantee Trustee's receipt of such shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Guarantor's compliance with any of
its covenants hereunder (as to which the Capital Securities Guarantee Trustee is
entitled to rely exclusively on Officers' Certificates).

         SECTION 2.5   EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

         The Guarantor shall provide to the Capital Securities Guarantee Trustee
such evidence of compliance with the conditions precedent, if any, provided for
in this Series A Capital 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) may be
given in the form of an Officers' Certificate.



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         SECTION 2.6   WAIVER OF EVENTS OF DEFAULT.

         The Holders of a Majority in Liquidation Amount of the Series A Capital
Securities may, by vote, on behalf of the Holders of all of the Series A Capital
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
Series A Capital Securities Guarantee, but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon.

         SECTION 2.7   NOTICE OF EVENTS OF DEFAULT.

         (a) The Capital Securities Guarantee Trustee shall, within 10 Business
Days after the occurrence of an Event of Default with respect to this Series A
Capital Securities Guarantee actually known to a Responsible Officer of the
Capital Securities Guarantee Trustee, transmit by mail, first class postage
prepaid, to all Holders of the Series A Capital Securities, notices of all such
Events of Default, unless such Events of Default have been cured before the
giving of such notice; PROVIDED, HOWEVER, that, except in the case of an Event
of Default arising from the non-payment of any Guarantee Payment, the Capital
Securities Guarantee Trustee shall be protected in withholding such notice if
and so long as a Responsible Officer of the Capital Securities Guarantee Trustee
in good faith determines that the withholding of such notice is in the interests
of the Holders of the Series A Capital Securities.

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

         SECTION 2.8   CONFLICTING INTERESTS.

         The Declaration shall be deemed to be specifically described in this
Series A Capital 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
                      CAPITAL SECURITIES GUARANTEE TRUSTEE

         SECTION 3.1   POWERS AND DUTIES OF THE CAPITAL SECURITIES GUARANTEE
                       TRUSTEE.

         (a) This Series A Capital Securities Guarantee shall be held by the
Capital Securities Guarantee Trustee for the benefit of the Holders of the
Series A Capital Securities, and the Capital Securities Guarantee Trustee shall
not transfer this Series A Capital Securities Guarantee to any Person except a
Holder of the Series A Capital Securities exercising his or her rights pursuant
to Section 5.4(b) or to a Successor Capital Securities Guarantee Trustee on
acceptance





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by such Successor Capital Securities Guarantee Trustee of its appointment to act
as Successor Capital Securities Guarantee Trustee. The right, title and interest
of the Capital Securities Guarantee Trustee shall automatically vest in any
Successor Capital Securities Guarantee Trustee, and such vesting and succession
of title shall be effective whether or not conveyancing documents have been
executed and delivered pursuant to the appointment of such Successor Capital
Securities Guarantee Trustee.

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

         (c) The Capital Securities Guarantee Trustee, before the occurrence of
any Event of Default (of which, other than a default in respect of any Guarantee
Payment, a Responsible Officer of the Property Trustee has actual knowledge) and
after the curing of all such Events of Default that may have occurred, shall
undertake to perform only such duties as are specifically set forth in this
Series A Capital Securities Guarantee, and no implied covenants or obligations
shall be read into this Series A Capital Securities Guarantee against the
Capital Securities 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 Capital Securities Guarantee Trustee, the
Capital Securities Guarantee Trustee shall exercise such of the rights and
powers vested in it by this Series A Capital 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 Series A Capital Securities Guarantee shall be
construed to relieve the Capital Securities 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 (of which,
         other than a default in respect of any Guarantee Payment, a Responsible
         Officer of the Property Trustee has actual knowledge) and after the
         curing or waiving of all such Events of Default that may have occurred:

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

                           (B) in the absence of bad faith on the part of the
                  Capital Securities Guarantee Trustee, the Capital Securities
                  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
                  Capital Securities Guarantee Trustee and conforming to the
                  requirements of this Series A Capital


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<PAGE>   13

         Securities Guarantee; PROVIDED, HOWEVER, that in the case of any such
         certificates or opinions that by any provision hereof are specifically
         required to be furnished to the Capital Securities Guarantee Trustee,
         the Capital Securities Guarantee Trustee shall be under a duty to
         examine the same to determine whether or not on their face they conform
         to the requirements of this Series A Capital Securities Guarantee;

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

                  (iii) the Capital Securities Guarantee Trustee shall not be
         liable with respect to any actions taken or omitted to be taken by it
         in good faith in accordance with the direction of the Holders of a
         Majority in Liquidation Amount of the Series A Capital Securities
         relating to the time, method and place of conducting any proceeding for
         any remedy available to the Capital Securities Guarantee Trustee, or
         exercising any trust or power conferred upon the Capital Securities
         Guarantee Trustee under this Series A Capital Securities Guarantee; and

                  (iv) no provision of this Series A Capital Securities
         Guarantee shall require the Capital Securities 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 Capital Securities 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 Series A Capital Securities Guarantee or indemnity,
         reasonably satisfactory to the Capital Securities Guarantee Trustee,
         against such risk or liability is not reasonably assured to it.

         SECTION 3.2   CERTAIN RIGHTS OF CAPITAL SECURITIES GUARANTEE TRUSTEE.

         (a)      Subject to the provisions of Section 3.1:

                  (i) the Capital Securities 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 Series A Capital Securities Guarantee may be sufficiently
         evidenced by an Officers' Certificate;

                  (iii) whenever, in the administration of this Series A Capital
         Securities Guarantee, the Capital Securities Guarantee Trustee shall
         deem it desirable that a matter be proved or established before taking,
         suffering or omitting any action hereunder, the Capital Securities
         Guarantee Trustee (unless other evidence is herein specifically


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<PAGE>   14

         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 Capital Securities Guarantee Trustee shall have no
         duty to see to any recording, filing or registration of any instrument
         or other document (or any rerecording, refiling or registration
         thereof);

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

                  (vi) the Capital Securities Guarantee Trustee shall be under
         no obligation to exercise any of the rights or powers vested in it by
         this Series A Capital Securities Guarantee at the request or direction
         of any Holder, unless such Holder shall have provided to the Capital
         Securities Guarantee Trustee such security and indemnity, reasonably
         satisfactory to the Capital Securities Guarantee Trustee, against the
         costs, expenses (including attorneys' fees and expenses and the
         expenses of the Capital Securities 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 Capital Securities Guarantee
         Trustee, PROVIDED, HOWEVER, that nothing contained in this Section
         3.2(a)(vi) shall be taken to relieve the Capital Securities Guarantee
         Trustee, upon the occurrence of an Event of Default, of its obligation
         to exercise the rights and powers vested in it by this Series A Capital
         Securities Guarantee;

                  (vii) the Capital Securities Guarantee Trustee shall have no
         obligation 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
         Capital Securities Guarantee Trustee, in its discretion, may make such
         further inquiry or investigation into such facts or matters as it may
         see fit;

                  (viii) the Capital Securities 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 Capital Securities Guarantee Trustee shall not be
         responsible for any misconduct or negligence on the part of any such
         person appointed with due care by it hereunder;

                  (ix) any action taken by the Capital Securities Guarantee
         Trustee or its agents hereunder shall bind the Holders of the Series A
         Capital Securities, and the signature of the Capital Securities
         Guarantee Trustee or its agents alone shall be sufficient and




                                     - 10 -
<PAGE>   15

         effective to perform any such action; and no third party shall be
         required to inquire as to the authority of the Capital Securities
         Guarantee Trustee to so act or as to its compliance with any of the
         terms and provisions of this Series A Capital Securities Guarantee,
         both of which shall be conclusively evidenced by the Capital Securities
         Guarantee Trustee's or its agent's taking such action;

                  (x) whenever in the administration of this Series A Capital
         Securities Guarantee the Capital Securities Guarantee Trustee shall
         deem it desirable to receive instructions with respect to enforcing any
         remedy or right or taking any other action hereunder, the Capital
         Securities Guarantee Trustee (i) may request instructions from the
         Holders of a Majority in Liquidation Amount of the Series A Capital
         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; and

                  (xi) the Capital Securities Guarantee Trustee shall not be
         liable for any action taken, suffered, or omitted to be taken by it in
         good faith, without negligence, and reasonably believed by it to be
         authorized or within the discretion or rights or powers conferred upon
         it by this Series A Capital Securities Guarantee.

         (b) No provision of this Series A Capital Securities Guarantee shall be
deemed to impose any duty or obligation on the Capital Securities 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 Capital Securities 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 Capital Securities Guarantee
Trustee shall be construed to be a duty.

         SECTION 3.3   NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SERIES A
                       CAPITAL SECURITIES GUARANTEE.

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

                                   ARTICLE IV

                      CAPITAL SECURITIES GUARANTEE TRUSTEE

         SECTION 4.1   CAPITAL SECURITIES GUARANTEE TRUSTEE; ELIGIBILITY.

         (a)      There shall at all times be a Capital Securities Guarantee
                  Trustee that shall

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




                                     - 11 -
<PAGE>   16

         (c) be a corporation or other Person 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 other Person permitted by the
Securities and Exchange Commission to act as an indenture trustee under the
Trust Indenture Act, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least fifty million U.S.
dollars ($50,000,000), and subject to supervision or examination by federal,
state, territorial or District of Columbia authority; it being understood that
if such corporation or other Person 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)
and to the extent permitted by the Trust Indenture Act, 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.

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

         (e) If the Capital Securities Guarantee Trustee has or shall acquire
any "conflicting interest" within the meaning of Section 310(b) of the Trust
Indenture Act, the Capital Securities Guarantee Trustee and Guarantor shall in
all respects comply with the provisions of Section 310(b) of the Trust Indenture
Act.

         SECTION 4.2   APPOINTMENT, REMOVAL AND RESIGNATION OF CAPITAL
                       SECURITIES GUARANTEE TRUSTEE.

         (a) Subject to Section 4.2(b), the Capital Securities Guarantee Trustee
may be appointed or removed without cause at any time by the Guarantor except
during an Event of Default.

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

         (c) The Capital Securities Guarantee Trustee shall hold office until a
Successor Capital Securities Guarantee Trustee shall have been appointed,
subject to Section 4.1, or until its removal or resignation. The Capital
Securities Guarantee Trustee may resign from office (without need for prior or
subsequent accounting) by an instrument in writing executed by the Capital
Securities Guarantee Trustee and delivered to the Guarantor, which resignation
shall not take effect until a Successor Capital Securities Guarantee Trustee has
been appointed, subject to Section 4.1, and has accepted such appointment by
instrument in writing executed by such Successor Capital Securities Guarantee
Trustee and delivered to the Guarantor and the resigning Capital Securities
Guarantee Trustee.

         (d) If no Successor Capital Securities Guarantee Trustee shall have
been appointed and accepted appointment as provided in this Section 4.2 within
60 days after delivery of an instrument of removal or resignation, the Capital
Securities Guarantee Trustee resigning or being





                                     - 12 -
<PAGE>   17

removed may petition any court of competent jurisdiction for appointment of a
Successor Capital Securities Guarantee Trustee. Such court may thereupon, after
prescribing such notice, if any, as it may deem proper, appoint a Successor
Capital Securities Guarantee Trustee.

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

         (f) Upon termination of this Series A Capital Securities Guarantee or
removal or resignation of the Capital Securities Guarantee Trustee pursuant to
this Section 4.2, the Guarantor shall pay to the Capital Securities Guarantee
Trustee all amounts due to the Capital Securities Guarantee Trustee 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 Issuer), as and when due, regardless of any defense, right of
set-off or counterclaim that the Issuer may have or assert. The Guarantor's
obligation to make a Guarantee Payment may be satisfied by direct payment of the
required amounts by the Guarantor to the Holders or by causing the Issuer to pay
such amounts to the Holders.

         SECTION 5.2   WAIVER OF NOTICE AND DEMAND.

         The Guarantor hereby waives notice of acceptance of this Series A
Capital 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 Issuer or any other Person before proceeding against the Guarantor,
protest, notice of nonpayment, notice of dishonor, notice of redemption and all
other notices and demands.

         SECTION 5.3   OBLIGATIONS NOT AFFECTED.

         The obligations, covenants, agreements and duties of the Guarantor
under this Series A Capital 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 Issuer of any express or implied agreement,
covenant, term or condition relating to the Series A Capital Securities to be
performed or observed by the Issuer;

         (b) the extension of time for the payment by the Issuer of all or any
portion of the Distributions, Redemption Price, Liquidation Distribution or any
other sums payable under the



                                     - 13 -
<PAGE>   18

terms of the Series A Capital Securities or the extension of time for the
performance of any other obligation under, arising out of, or in connection
with, the Series A Capital Securities;

         (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 Series A Capital
Securities, or any action on the part of the Issuer 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 Issuer or any of the assets of the
Issuer;

         (e) any invalidity of, or defect or deficiency in, the Series A Capital
Securities;

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

         (g) the consummation of the Exchange Offer (subject to Section 7.1
hereof); 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
with respect to the Guarantee Payments 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.

         SECTION 5.4   RIGHTS OF HOLDERS.

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

         (b) If the Capital Securities Guarantee Trustee fails to enforce this
Series A Capital Securities Guarantee, any Holder of the Series A Capital
Securities may institute a legal proceeding directly against the Guarantor to
enforce the Capital Securities Guarantee Trustee's rights under this Series A
Capital Securities Guarantee, without first instituting a legal proceeding
against the Issuer, the Capital Securities Guarantee Trustee or any other person
or entity. The Guarantor waives any right or remedy to require that any action
be brought first against the Issuer or any other person or entity before
proceeding directly against the Guarantor.





                                     - 14 -
<PAGE>   19

         SECTION 5.5   GUARANTEE OF PAYMENT.

         This Series A Capital 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 Series A Capital Securities against the Issuer in respect of any amounts paid
to such Holders by the Guarantor under this Series A Capital 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 Series A
Capital Securities Guarantee, if, at the time of any such payment, any amounts
are due and unpaid under this Series A Capital 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 Issuer with respect to the Series A
Capital Securities, and that the Guarantor shall be liable as principal and as
debtor hereunder to make Guarantee Payments pursuant to the terms of this Series
A Capital Securities Guarantee notwithstanding the occurrence of any event
referred to in subsections (a) through (h), inclusive, of Section 5.3 hereof.

                                   ARTICLE VI

                    LIMITATION OF TRANSACTIONS; SUBORDINATION

         SECTION 6.1   LIMITATION OF TRANSACTIONS.

         So long as any Capital Securities remain outstanding, the Guarantor
shall not (i) declare or pay any dividends or distributions on, or redeem,
purchase, acquire, or make a liquidation payment with respect to, any of the
Guarantor's capital stock, (ii) make any payment of principal of, or interest or
premium, if any, on or repay, repurchase or redeem any debt securities of the
Guarantor (including Other Debentures) that rank pari passu with or junior in
right of payment to the Debentures or (iii) make any guarantee payments with
respect to any guarantee by the Guarantor of the debt securities of any
subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks
pari passu with or junior in right of payment to the Debentures (other than (a)
dividends or distributions in shares of, or options, warrants, rights to
subscribe for or purchase shares of, common stock of the Guarantor, (b) any
declaration of a dividend in connection with the implementation of a
shareholders' 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, (c)
payments under this Series A Capital Securities Guarantee and the Series B
Capital Securities Guarantee, (d) as a result of a reclassification of the
Guarantor's capital stock or the exchange or




                                     - 15 -
<PAGE>   20

the conversion of one class or series of the Guarantor's capital stock for
another class or series of the Guarantor's capital stock, (e) the purchase of
fractional interests in shares of the Guarantor's capital stock pursuant to the
conversion or exchange provisions of such capital stock or the security being
converted or exchanged, and (f) purchases of common stock related to the
issuance of common stock or rights under any of the Guarantor's benefit or
compensation plans for its directors, officers or employees or any of the
Guarantor's dividend reinvestment plans) if at such time (l) there shall have
occurred any event of which the Guarantor has actual knowledge that (A) is a
Default or Event of Default (each as defined in the Indenture) and (B) in
respect of which the Guarantor shall not have taken reasonable steps to cure,
(2) if the Debentures are held by the Property Trustee, the Guarantor shall be
in default with respect to its payment of any obligations under this Series A
Capital Securities Guarantee or (3) the Guarantor shall have given notice of its
election of the exercise of its right to commence an Extended Interest Payment
Period as provided in the Indenture and shall not have rescinded such notice,
and such Extended Interest Payment Period, or an extension thereof, shall have
commenced and be continuing.

         SECTION 6.2   RANKING.

         This Series A Capital Securities Guarantee will constitute an unsecured
obligation of the Guarantor and will rank (i) subordinate and junior in right of
payment to Senior Indebtedness (as defined in the Indenture), to the same extent
and in the same manner that the Debentures are subordinated to Senior
Indebtedness pursuant to the Indenture, it being understood that the terms of
Article XV of the Indenture shall apply to the obligations of the Guarantor
under this Series A Capital Securities Guarantee as if such Article XV were set
forth herein in full, (ii) pari passu with the most senior preferred or
preference stock now or hereafter issued by the Guarantor and with the Series B
Capital Securities Guarantee, any Other Guarantee and, except to the extent set
forth therein, the Common Securities Guarantee, any Other Common Securities
Guarantee, and any guarantee now or hereafter entered into by the Guarantor in
respect of any preferred or preference stock of any Affiliate of the Guarantor,
and (iii) senior to the Guarantor's common stock.

                                   ARTICLE VII

                                   TERMINATION

         SECTION 7.1   TERMINATION.

         This Series A Capital Securities Guarantee shall terminate and be of no
further force and effect upon (i) full payment of the Redemption Price of all
Series A Capital Securities, (ii) the exchange of all Series A Capital
Securities for Series B Capital Securities pursuant to the Exchange Offer, (iii)
dissolution, winding up or liquidation of the Issuer, immediately following the
full payment of the amounts payable in accordance with the Declaration or (iv)
the distribution of all of the Debentures to the Holders of the Trust
Securities. Notwithstanding the foregoing, this Series A Capital Securities
Guarantee will continue to be effective or will be reinstated, as the case may
be, if at any time any Holder of the Series A Capital Securities must restore
payment of any sums paid under the Series A Capital Securities or under this
Series A Capital Securities Guarantee.





                                     - 16 -
<PAGE>   21

                                  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 Series A
Capital 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 Series A Capital 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 Series A Capital Securities might properly be
paid.

         SECTION 8.2   COMPENSATION AND INDEMNIFICATION.

         The Guarantor agrees to pay to the Capital Securities Guarantee Trustee
such compensation for its services as shall be mutually agreed upon by the
Guarantor and the Capital Securities Guarantee Trustee. The Guarantor shall
reimburse the Capital Securities Guarantee Trustee upon request for all
reasonable out-of-pocket expenses incurred by it, including the reasonable
compensation and expenses of the Capital Securities Guarantee Trustee's agents
and counsel, except any expense as may be attributable to the negligence or bad
faith of the Capital Securities Guarantee Trustee.

         The Guarantor agrees to indemnify each Indemnified Person for, and to
hold each Indemnified Person harmless against, any and all loss, liability,
damage, action, suit, claim 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 provisions
of this Section 8.2 shall survive the termination of this Series A Capital
Securities Guarantee and shall survive the resignation or removal of the Capital
Securities Guarantee Trustee.




                                     - 17 -
<PAGE>   22

                                   ARTICLE IX

                                  MISCELLANEOUS

         SECTION 9.1   SUCCESSORS AND ASSIGNS.

         All guarantees and agreements contained in this Series A Capital
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 Series A Capital Securities then outstanding.

         SECTION 9.2   AMENDMENTS.

         Except with respect to any changes that do not materially adversely
affect the rights of Holders of the Series A Capital Securities (in which case
no consent of such Holders will be required), this Series A Capital Securities
Guarantee may only be amended with the prior approval of the Holders of a
Majority in Liquidation Amount of the Series A Capital Securities. The
provisions of Section 12.2 of the Declaration with respect to meetings of
Holders of the Trust Securities apply to the giving of such approval. This
Series A Capital Securities Guarantee may not be amended, and no amendment
hereof that affects the Capital Securities Guarantee Trustee's rights, duties or
immunities hereunder or otherwise, shall be effective, unless such amendment is
executed by the Capital Securities Guarantee Trustee (which shall have no
obligation to execute any such amendment, but may do so in its sole discretion).

         SECTION 9.3   NOTICES.

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

         (a) If given to the Issuer, in care of the Administrative Trustee at
the Issuer's mailing address set forth below (or such other address as the
Issuer may give notice of to the Capital Securities Guarantee Trustee and the
Holders of the Series A Capital Securities):

                           SKY FINANCIAL CAPITAL TRUST I
                           c/o Sky Financial Group, Inc.
                           221 South Church Street
                           Bowling Green, Ohio  43402
                           Attention: W. Granger Souder Jr., Esq.
                           Telephone:    (419) 327-6300
                           Telecopier:   (419) 254-6345

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




                                     - 18 -
<PAGE>   23

                           WILMINGTON TRUST COMPANY
                           Rodney Square North
                           1100 North Market Street
                           Wilmington, Delaware 19890-0001
                           Attention:  Corporate Trust Administration
                           Telephone:  (302) 651-1000
                           Telecopier:  (302) 651-8882

         (c) 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
Capital Securities Guarantee Trustee and the Holders of the Series A Capital
Securities):

                           SKY FINANCIAL GROUP, INC.
                           221 South Church Street
                           Bowling Green, Ohio  43402
                           Attention:  W. Granger Souder, Jr., Esq.
                           Telephone:  (419) 327-6300
                           Telecopier:  (419) 254-6345

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

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

         SECTION 9.4   EXCHANGE OFFER.

         In the event an Exchange Offer Registration Statement (as defined in
the Registration Rights Agreement) becomes effective and the Issuer exchanges
any Series B Capital Securities for Series A Capital Securities in the Exchange
Offer, the Guarantor will enter into the Series B Capital Securities Guarantee,
which will be in substantially the same form as this Series A Capital Securities
Guarantee, with respect to the Series B Capital Securities. Each Holder, by its
acceptance hereof, agrees to be bound by the Registration Rights Agreement.

         SECTION 9.5   BENEFIT.

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




                                     - 19 -
<PAGE>   24

         SECTION 9.6   GOVERNING LAW.

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

         IN WITNESS WHEREOF, this Series A Capital Securities Guarantee is
executed as of the day and year first above written.

                                       SKY FINANCIAL GROUP, INC., an Ohio
                                       corporation, as Guarantor

                                       By:___________________________________

                                       Name:_________________________________

                                       Title:________________________________

                                       WILMINGTON TRUST COMPANY,
                                       as Capital Securities Guarantee Trustee

                                       By:___________________________________

                                       Name:_________________________________

                                       Title:________________________________





                                     - 20 -