EX-4.7 2 banf-ex47_78.htm EX-4.7

Exhibit 4.7

GUARAN T EE AGRE E MENT

by and between

CSB BANCSHARES, INC. and

WILMING T ON TRUST COMPANY Dated as of August 17, 2 006

1312811.1CSB Bancshares, Inc./Guarantee Agreement

GUARAN T EE AGRE E MENT

This GUARANTEE AGREEMENT (this “Guarantee”), dated as of August 17, 2006, is executed and delivered by CSB Bancshares, Inc., an Oklahoma corporation (the “Guarantor”), and Wilmington Trust Co m pa n y, a Delaware banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of CSB Bancshares Statutory Trust I, a Delaware statutory trust (the “Issuer”).

WHEREAS, pursuant to an Amended and Restated Declaration of Trust (the “Declaration”), dated as of the date hereof among Wilmington Trust Co m pany, not in its individual capacity but solely as institutional trustee, the administrators of the Issuer named therein, the Guara ntor, as sponsor, and t he holders from time to time of undivided beneficial interests in the assets of the Issuer, the Issuer is issuing on the date hereof those undivided beneficial interests, having an aggregate liquidation amount of

$5,000,000.00 (the “Capital Securities”); and

WHEREAS, as incentive for the Holders to purchase the Capital Securities, the Guarantor desires irrevocably and unconditionally to agree, to t he extent set forth in t his Guarantee, to pay to the Holders of Capital Securities the Guarantee Pay m ents (as defined herein) and to make certain other payments on the terms and conditions set forth herein;

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

ARTICLE I

DEFINITIONS AND INTERPRETATION

Section 1.1. Definitions and Interp r e ta tion. In this Guarantee, u n less the context otherwise requires:

(a) capitalized terms used in this Guarantee but not defined in the pream ble above have the respective meanings assigned to them in this Section 1.1;

(b)a term defined an ywhere in this Guarantee has the same meaning throughout;

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

(d) all references in this Guarantee to “Articles” or “Sections” are to Articles or Sections of this Guarantee, unless otherwise specified;

(e) ter ms defined in the Declaration as at the date of execution of this Guarantee have the same meanings when used in this Guarantee, unless otherwise defined in this Guarantee or unless the context otherwise requires; and

(f)a reference to the singular i ncludes 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.

“Benefic i ari e s” means any Person to whom the Issuer is or hereafter beco mes indebted or liable.

1312811.1CSB Bancshares, Inc./Guarantee Agreement

“Capital Sec u ritie s” has the meaning set forth in t h e recitals to this Guarantee.

“C o m m on S ecuritie s” means the common securities issued by the Issuer to the Guarantor pursuant to the Declaration.

“Corporate Trust Offic e” means the office of the Guarantee Trustee at which the corporate trust business of the Guarantee Trustee shall, at any particular ti me, be principally ad ministered, which office at the date of execution of this Guarantee is located at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-1600, Attention: Corporate Trust Administration.

“Covered Person” means a ny Holder of Capital Securities.

“Debenture s” means the debt securities of the Guarantor designated the Floating Rate Junior Subordinated Deferrable Interest Debentures due 2036 held by the Institutional Trustee (as defined in the Declaration) of the Issuer.

“Dec l aration Event of Defaul t” means an “Event of Default” as defined in the Declaration. “Event of Default” has the meaning set forth in Section 2.4(a).

“Guarantee Pa y m ent s” means the following pa y ments or distributions, without duplication, with respect to the Capital Securities, to the extent not paid or made by t he Issuer: (i) any accrued and unpaid Distributions (as defined in the Declaration) which are required to be paid on such Capital Securities to the extent the Issuer shall have funds available therefor, (ii) the Redem ption Price to the extent the Issuer has funds available therefor, with respect to any Capital Securities called for redem ption by t he Issuer, (iii) the Special Redemption Price to the extent the Issuer has funds available therefor, with respect to Capital Securities redeemed upon the occurrence of a Special Event, and (iv) upon a voluntary or involu ntary liquidation, dissolution, winding-up or termination of the Issuer (other than in connection with the distribution of Debentures to the Holders of the Capital Securities in exchange therefor as provided in t he Declaration), the lesser of (a) the aggregate of the liquidation amount and all accrued and unpaid Distributions on the Capital Securities to the date of pa yment, to t he extent the Issuer shall have funds available therefor, and (b) t he amount of assets of the Issuer remaining available for distribution to Holders in liquidation of the Issuer (in either case, the “Liquidation Distribution”).

“Guarantee Truste e” means Wil mington Trust Com pany, until a Successor Guarantee Trustee has been appointed and has accepted such appointment pursuant to the terms of this Guarantee and thereafter means each such Successor Guarantee Trustee.

“Guaranto r” means CSB Bancshares, Inc. and each of its successors and assigns.

“Holder” means any holder, as registered on the books and records of the Issuer, of any Capital Securities; provided, however, that, in determining whether the Holders of the requisite percentage of Capital Securities have given any request, notice, consent or waiver hereunder, “Holder” shall not include the Guarantor or any Affiliate of the Guarantor.

“Inde m n ified Person” m eans the Guarantee Trustee, any Affiliate of the Guarantee Trustee, or any officers, directors, shareholders, m e m bers, partners, e mployees, representatives, no minees, custodians or agents of the Guarantee Trustee.

“Indenture” means the Indenture dated as of the date hereof between the Guarantor and

Wilmington Trust Com pan y, not in its individual capacity but solely as trustee, and any indenture

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supplemental thereto pursuant to which the Debentures are to be issued to the institutional t r ustee of the

Issuer.

“Issue r” has the meaning set forth in the opening paragraph to t his Guarantee.

herein.

“Liquidation Distribution” has the m eaning set f o rth in t h e defin i tion of “Guarantee Pa y m ents”

“Majority in l iquidation amount of t h e Capital Securitie s” means Holder(s) of outstanding Capital

Securities, voting together as a class, but separately from the holders of Comm on Securities, of m ore than

50% of the aggregate liquidation amount (including t he stated am ount t hat would be paid on redem ption, liquidation or otherwise, plus accrued and unpaid Distributions to the date upon which the voting percentages are deter mined) of all Capital Securities then outstanding.

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

“Offi c er’s Certificat e” means, with respect to any Person, a certificate signed by one Authorized Officer of such Person. Any Officer’s Certificate delivered with respect to co m pliance with a condition or covenant provided for in t his Guarantee shall include:

(a) a statement that the officer signing the Officer’s Certificate has read the covenant or condition and the definitions relating t hereto;

(b) a brief statement of the nature and scope of the examination or investigation undertaken by the officer in rendering t he Officer’s Certificate;

(c) a statement that the 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 com plied with; and

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

“Perso n” means a legal person, including any individual, corporation, estate, partnership, j oint venture, association, joint stock com pany, limited liability com pany, trust, unincorporated association, or government or any agency or political subdivision thereof, or any other entity of whatever nature.

“Red e m ption Pric e” has the meaning set forth in the Indenture.

“Responsible Office r” m eans, with respect to the Guarantee Trustee, any officer within the Corporate Trust Office of the Guarantee Trustee including any Vice President, Assistant Vice President, Secretary, Assistant Secretary or any other officer of the Guarantee Trustee custo marily performing functions similar to those performed by any of the above designated officers and also, 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.

“Special Ev en t” has the meaning set forth in the Indenture.

“Special Re d e m p tion Pric e” has the m eaning set forth in the Indenture.

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“Succe s sor Guarantee Trustee” m e ans a suc c essor Guar an tee Trustee possessing the qualifications to act as Guarantee Trustee under Section 3.1.

“Trust Secur i tie s” means the Common Securities and the Capital Securities.

ARTICLE II

POWERS, DUTIES AND RIGHTS OF GUARANTEE TRUSTEE

Section 2.1.Powers and Duties of the Guarantee Trust e e.

(a) This Guarantee shall be held by the Guarantee Trustee for the benefit of the Holders of the Capital Securities, and the Guarantee Trustee shall not transfer this Guarantee to any Person except a Holder of Capital Securities exercising his or her rights pursuant to Section 4.4(b) or to a Successor Guarantee Trustee on acceptance by s uch 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 conve yancing d ocuments 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 Guarantee for the benefit of the Holders of the Capital Securities.

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

(d) No provision of this Guarantee shall be construed to relieve the Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful m isconduct, 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 Guarantee, and the Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Guarantee, and no implied covenants or obligations shall be read into this Guarantee against the Guarantee Trustee; and

(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 Guarantee; but in the

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case of any such certifi ca tes or opinions that by any provision hereof are specifically required to be furnished to the Guarantee Trustee, the Guarantee Trustee shall b e under a duty to examine the s a m e to deter m ine whether or not th e y con fo r m to the require m ents of this Guarantee;

(ii) the Guarantee Trustee shall not be liable for any error of jud g ment made in good faith by a Responsible Officer of the Guarantee Trustee, unless it shall be proved that such Responsible Officer of the Guarantee Trustee or the Guarantee Trustee was negligent in ascertaining t he 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 written direction of the Holders of not less than a Majority in liquidation amount of t he Capital Securities relating to t he time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee, or relating to the exercise of any trust or p ower conferred upon t he Guarantee Trustee under this Guarantee; and

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

Section 2.2.Certain Ri g hts of Guarantee Truste e.

(a)Subject to the provisio ns of Section 2.1:

(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 docu ment believed by it to be gen uine 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 Guarantee shall be sufficiently e videnced by an Officer’s Certificate.

(iii) Whenever, in the administration of this Guarantee, the Guarantee Trustee shall deem it desirable that a matter be proved or established before taking, suffering or o mitting 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 concl usively rely upon an Officer’s Certificate of the Guarantor 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 re-recording, refiling or re-registration thereof).

(v) The Guarantee Trustee m ay consult with counsel of its selection, and the advice or opinion of such counsel with respect to legal matters shall be full and co m plete 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

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of its Affiliates and m ay include any of its e m ployees. The Guarantee Trustee shall have the right at any ti m e to seek instruc t ions concerning the ad m inistration of this Guarantee f rom any court of c o m p etent jurisdiction.

(vi) The Guarantee Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Guarantee at the request or direction of any H older, 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 attorne ys’ fees and expenses and the expenses of the Guarantee Trustee’s agents, nominees or custodians) and liabilities that might be incurred by it in co m ply ing with such request or direction, including s uch reasonable advances as may be requested by the Guarantee Trustee; provided, however, that nothing contained in this Section 2.2(a)(vi) shall relieve the Guarantee Trustee, upon the occurrence of an Event of Default, of its obligation to exercise the rights and powers vested in it by this Guarantee.

(vii) The Guarantee Trustee shall not be bound to make any investi gation into t he 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, m ay 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 att orney appointed with due care by it hereunder.

(ix) Any action taken by the Guarantee Trustee or its agents hereunder shall bind the Holders of the Capital Securities, and the signature of the Guarantee Trustee or its agents alone shall be sufficient and effective to perform any such action. No t hird party shall be required to inquire as to the authority of the Guarantee Trustee to so act or as to its co m pliance with any of the terms and provisions of this Guarantee, both of which shall be conclusively evidenced by the Guarantee Trustee’s or its agent’s taking such action.

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

(xi) The 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 Guarantee.

(b) No provision of this Guarantee shall be deemed to impose any d u ty or obligation on t he Guarantee Trustee to perfo rm any act or acts or exercise any right, power, duty or obligation conferred or i mposed on it, in any juris diction in which it shall be illegal or in which the Guarantee Trustee shall be unqualified or incom petent in accordance with applicable law to perform any such act or acts or to exercise any such right, power, duty or obligation. No permissive power or authority available to the Guarantee Trustee shall be construed to be a duty.

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Section 2.3. Not Respon s ible for R e ci ta ls or Issua n ce of Guara n tee. The reci t als contained in this Guar an tee shall b e taken as the stat e ments of the Gua r antor, and the Gu arantee Tru s tee does not ass u me any r esponsibili t y for their correctness. The Guarantee T r ustee makes no representation as to the validity or sufficiency of this Guarante e.

Section 2.4.Events of Default; Waiv e r.

(a) An Event of Default under this Guarantee will occur upon the failure of the Guarantor to perform any of its pa y ment or other obli gations hereunder.

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

Section 2.5.Events 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 Capital Securities and the Guarantor, notices of all Events of Default actually known to a Responsible Officer of the Guarantee Trustee, unless such defaults have been c ured before t he giving of such notice, provide d, however, that the Guarantee Trustee shall be protected in withholding such notice if and so long as a Responsible Officer of the Guarantee Trustee in good faith determines that the withholding of such notice is in the interests of the Holders of the Capital Securities.

(b) The Guarantee Trustee shall not be deemed to have knowledge of any E vent of Default unless the Guarantee Trustee shall have received written notice from the Guarantor or a Holder of the Capital Securities (except in the case of a pay ment default), or a Responsible Officer of the Guarantee Trustee charged with the administration of this Guarantee shall have obtained actual knowledge thereof.

ARTICLE III GUARANTEE TRUSTEE

Section 3.1.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 Colum bia, or Person authorized under such laws to exercise corporate trust powers, having a com bined capital and surplus of at least 50 million U.S. dollars ($50,000,000), and subject to supervision or exa mination by Federal, State, Territorial or District of Colum bia authority. If such corporation publishes reports of condition at least annuall y, pursuant to law or to the req uirements of the supervising or exa mining authority referred to above, then, for the purposes of this Section

3.1(a)(ii), the com bined capital and surplus of such corporation shall be deemed to be its co m bined capital and surpl us as set forth in its m ost recent report of condition so published.

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(b) If at any time the Guarantee Trustee sh a ll cease to be eligible to so act under Section 3.1(a), the Gua r antee Trus t ee shall i mmediat e ly resign in the manner and with the eff e ct set out i n Section 3.2(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 shall either eliminate such interest or resign to the extent and in t he manner provided b y, and subject to this Guarantee.

Section 3.2.Appoint m ent, Re m oval and Resignation of Guar a ntee Trustee.

(a) Subject to Section 3.2(b), the Guarantee Trustee m ay be app ointed or removed without cause at any ti me by the Guarantor except during an Event of Default.

(b) The Guarantee Trustee shall not be removed in accordance with Section 3.2(a) until a Successor Guarantee Trustee has been appointed and has accepted such appointment by written instrument executed by such Successor Guarantee Trustee and delivered to the Guarantor.

(c) The Guarantee Trustee appointed to office shall hold office until a Successor Guarantee Trustee shall have been appointed or until its removal or resignation. T he Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by an instru ment in writing executed by the Guarantee Trustee and delivered to the Guarantor, which resignation shall not take effect until a Successor Guarantee Trustee has been appointed and has accepted such appointment by an i nstrument 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 3.2 within 60 da ys after delivery of an instrument of removal or resignation, the Guarantee Trustee resigning or being removed may petition any court of co m petent jurisdiction for appointment of a Successor Guarantee Trustee. Such court may t hereupon, 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 t his Guarantee or removal or resignation of the Guarantee Trustee pursuant to t his Section 3.2, the Guarantor shall pay to t he Guarantee Trustee all amounts owing to the Guarantee Trustee under Sections 7.2 and 7.3 accrued to the date of such ter mination, removal or resignation.

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ART I C L E IV

GUARANTEE

Section 4.1.Guarantee.

(a) The Guarantor irrevocably and unconditionally agrees to pay in full to the Holders the Guarantee Pay ments (without duplication of amounts theretofore paid by the Issuer), as and when due, regardless of any defense (except the defense of payment by the Issuer), right of set-off or counterclaim that the Issuer may have or assert. The Guarantor’s obligation to make a Guarantee Pay ment may be satisfied by direct pay ment of t he required amounts by the Guarantor to the Holders or by causing the Issuer to pay such amounts to the Holders.

(b) The Guarantor hereby also agrees to assume any and all Obligations of the Issuer and in the event any such Obligation is n ot so assu med, subject to the terms and conditions hereof, t he Guarantor hereby irrevocably and unconditionally guarantees to each Beneficiary the full pay ment, when and as due, of any and all Obligations to such Beneficiaries. This Guarantee is intended to be for the benefit of, and to be enforceable by, all such Beneficiaries, whether or not such Beneficiaries have received notice hereof.

Section 4.2. Waiver of Notice and D e man d. The Guaran to r hereby w aives notice of acceptance of this Guaran t ee and of any liability to w h ich it applies or may apply, presen t m ent, demand for p a y m ent, any right to require a proceeding fir s t against the Issuer or any other Person before proceeding a g ainst the Guarantor, prot e st, notice of nonp a y m ent, notice of dishonor, notice of rede m p tion and all other notices and d e m ands.

Section 4.3. Obligations Not Affecte d. The obliga t ions, covena n ts, agreements and duties of the Guarantor under this Guarantee s h all in no way be affected or i m paired by reason of t h e happening from t i me to t i m e 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 i mplied agreement, covenant, term or condition relating to the 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, Redem ption Price, Special Redemption Price, Liquidation Distribution or any other sums payable under the terms of the Capital Securities or the extension of time for the performance of any other obligation under, arising out of or in connection with, the Capital Securities (other than an extension of time for payment of Distributions, Redem ption Price, Special Redem ption Price, Liquidation Distribution or other sum payable that results from the extension of any interest pay ment period on the Debentures or any extension of the maturity date of the Debentures permitted by t he 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 ter ms of the Capital Securities, or any action on t he part of the Issuer granting ind ulgence or extension of any kind;

(d) the voluntary or involu ntary liquidation, dissolution, sale of any collateral, receivership, insolvenc y, bankruptc y, assignment for the benefit of creditors, reorganization, arrangement, composition or readjust m ent of debt of, or other similar proceedings affecting, the Issuer or any of the assets of the Issuer;

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

(f)the settlement or com pro m ise of any obli gation guaranteed hereby or hereby incurred; or

(g) any other circu mstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor, it being the intent of t his Section 4.3 t hat the o bligations of t he Guarantor hereunder shall be absolute and unconditio nal 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 t he foregoing.

Section 4.4.Rights of Holders.

(a) The Holders of a Majority in liquidation amount of t he Capital Securities have the right to direct the time, method and place of conducting any proceeding f or any remedy available to the Guarantee Trustee in respect of this Guarantee or to direct the exercise of any trust or power conferred upon t he Guarantee Trustee under this Guarantee; provided, h o wever, that (subject to Section 2.1) t he Guarantee Trustee shall have the right to decline to follow any s uch direction if the Guarantee Trustee being advised by counsel deter mines that the action or proceeding so directed may not lawfully be taken or if the Guarantee Trustee in good faith by its board of directors or trustees, executive committees or a trust committee of directors or trustees and/or Responsible Officers shall determine that the action or proceedings so directed would involve the Guarantee Trustee in personal liability.

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

Section 4.5. Guarantee of Pay m ent. This Guarantee cr e ates a g u arantee of pa y m ent and not of collection.

Section 4.6. Subrogation. The Guarantor shall be subrogated t o all (if any) rights of t h e Holders of Capital Securities again s t the Issuer in respect of a n y a m ounts paid to such Ho l d ers b y the Guarantor under this Guarantee; provide d, however, that the Guarantor shall not (except to the extent required by mandatory p r ovisions of l a w) be entitled to enforce or exercise any right that it may acqui r e b y way of s u brogation or any i nde m n ity, rei m bursement or other agre e ment, in all ca s es a s a r e sult of pa y m ent un d er this Guarantee, if, after giving effect to a n y such p a y m ent, a n y a m ounts are due and unpaid under this Guarantee. If any a m ount shall be paid to the Guarantor in violation of t h e preceding sentence, the Guarantor a g rees to hold such a m ount in trust for the Holders and to pay over such a m ount to the Holde r s.

Section 4.7. Independent Obligations. The Guarantor acknowledges that its obligations hereunder are independent of the obliga t ions of the I s s u er with respect to the C apital Securities and that the Guarantor shall be liable as principal and as d e b tor hereunder to m ake Guarantee Pa y m ents pursuant to the terms of this Guarantee notwithstanding the o ccurrence of any event referred to in s u bsections (a) throu g h (g), i n clusive, of S ection 4.3 hereof.

Section 4.8. Enforcement by a Beneficiary. A Beneficiary m a y enforce the obligations of the Guarantor contained i n Section 4.1(b) direct l y a g ainst the Guarantor and the Guarantor waives any right or re m e d y to require that a n y action be br o u g h t against t h e Issuer or a n y o t her person or enti t y

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before proce e ding against the Guarant o r. The Gua r antor shall be s ubrogated to all rights (if an y) of a n y Beneficiary against the Issuer in respect of a n y a m ounts paid to th e Beneficia r ies by t h e Guarantor under this Guarantee; provided, howeve r, that the Guarantor shall not (except to the extent required by mandatory p r ovisions of law) be entitled to enforce or exercise any rights that it m ay acquire by way of subrogation or any inde m n ity, rei m bursement or oth e r agreement, in all cases as a result of pa y m ent under this Guarantee, if at the t i me of any s u ch p a y m ent, and after giv i ng effect to s u ch p a y m ent, a n y a m ounts are due and u npaid u nder t h is Guarantee.

ARTICLE V

LIMITATION OF TRANSACTIONS; SUBORDINATION

Section 5.1. Li m itation of Transactions. So long as any Capital Securities r e main outstandi n g, i f (a) there shall have occurred and be c o ntinu i ng an E v ent of Default or a Declaration Ev en t of Default or (b) the Guar an tor shall have s elec t ed an Extension Period as provid e d in the Declaration and such period, or a n y exten s ion thereof, s h all have c o mme n ced and be continuing, then the Guarantor shall not and shall not per m it a n y Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, a c quire, or m a ke a liquidation p a y m ent with respe c t to, any of the Guarantor’s or such Affiliate’s capital stock (other than payments of dividends or distributions to the Guarantor or pa y m ents of div i dends from direct o r indirect su b sidiaries of the Guarantor to their parent corporations, which also shall be dir ec t or indirect s ubsidiaries of the Gua r a n tor) or make a n y guarantee p a y m ents with resp e ct to the foregoi n g or (y) m ake a n y p a y m e n t of princip a l of or i n terest or pre m iu m, if an y, on or rep a y, repurchase or redeem any debt securities of the Gu a rantor or any Affiliate that rank pari p a ssu in all respects with or junior in i n terest to the Debentures (o ther than, w i th respect to clauses (x) a n d (y) above, (i) repurchases, rede m p tions or oth e r acquisitions of shares of capital stock of th e Guarantor in connection with a n y e m p l o y m ent contract, benefit plan or o t her s i m ilar arra n g e m ent with or for the benefit of one or m or e emplo y ees, officers, directors or consultants, in connection with a dividend re i nves t m ent or stockholder stock purchase plan or in c onnection wi t h the issuance of capital stock of the G u arantor (or securities convertible in t o or exercisable for such capital stock) as cons id eration in an acquisition transaction entered into p r ior to the oc c u rrence of the Event of Default, Decla r ation Event of Default or Extension P e riod, as appl i cable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s capital stock (or any capital stock of a sub s idiary of the Guarantor) for any class or series of the Guarantor’s capital s t ock or of any class or se ri es of the G u arantor’s ind e btedness for any class or series of the Guarantor’s capital stock, (iii) the purchase of f r acti o nal interests i n shares of t h e Guarantor’s capital stock pursuant to the conversion or exchange p r ovisions of such capital stock or the security being converted or exchanged, (iv) a n y declaration of a dividend in c o nnection with any stoc kh o lders’ rights plan, or the issuance of rights, stock or other pr o p erty u nder any stock h o l ders’ rights plan, or the rede m p tion or repurchase of rights pu r suant thereto, (v) any d i v i dend in the form of stoc k, warrants, options or o t her rights where the dividend stock or the stock issuable upon exercise of such warrants, options or o t her rights is the same stock as that on which the di v idend is bei n g paid or ra n k s pari passu with or junior to such stock and any c ash pa y m en t s in lieu of fractional sh a res issued in connection therewith, (vi) pa y m ents of principal or interest on debt securities or pa y m ents of cash dividends or distributions on any capit a l stock issued by an Affiliate that is not, in whole or i n part, a subsidiary of the Guarantor (or any redemptions, repurchases or liqu i dation p a yments on such stock or securities), o r (vii) p a y m ents under this Guarantee).

Section 5.2. Rankin g. This Guarantee will constitute an unsecured obligation of the Guarantor and will rank subord i nate and jun i or in r i ght of p a yment to all present and future Senior Indebtedness (as defined in the Indenture) of the Gu a ra n tor. By their a c ceptan c e thereof, e ac h Holder of Capital Sec u rities agr e es to the foreg o ing pr o v isio n s of this Guarantee and the other terms set forth herein.

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The right of the Guarantor to participate in any distribution of assets of any of its subsidiari e s upon a n y such subsidia r y’s liquidation or reorganization or othe r wise is subject to the pri o r claims of creditors of that subsidiary, except to the extent the Guarantor may itself be recognized as a creditor of that subsidi a r y. Accord i ng l y, t h e Guarantor’s ob l igations under t h is Guarantee will be effectively subordinated to all existi n g and future liabilities of the Guarant o r’s subsidiaries, and claimants should look on l y to the assets of the Guarantor for p a y ments hereunder. This Guarantee does not li m it the incurrence or issuance of other secured o r unsecured debt of the Guarantor, including Senior Indebtedness of the Guarantor, u n der a n y indenture th a t the Gua r antor may enter i n to in the fu t u re or otherwise.

ARTICLE VI TERMINATION

Section 6.1.Termination. This Guarantee shall ter m inate as to the Capital Securities

(i) upon f ull pay ment of the Redem ption Price or Special Redemption Price of all Capital Securities then outstandin g, (ii) upon the distribution of all of the Debentures to the Holders of all of the Capital Securities or (iii) upon full pa y ment of the amounts payable in accordance with the Declaration upon dissolution of the Issuer. This Guarantee will continue to be effective or will be reinstated, as the case may be, if at any time any Holder of Capital Securities m ust restore pay ment of any sums paid under the

Capital Securities or under this Guarantee.

ARTICLE VII INDEMNIFICATION

Section 7.1.Exculpation.

(a) No Indem nified Person shall be liable, responsible or accountable in damages or otherwise to the Guarantor or any Covered Person for any loss, da mage or claim incurred by reason of any act or omission perfor med or o mitted by such Indem nified Person in good faith in accordance with this Guarantee and in a m anner that such Indem nified Person reasonably believed to be within the scope of the authority conferred on such Ind e m nified Person by this Guarantee or by law, except that an Indem nified Person shall be liable for any such loss, damage or claim incurred by reason of such Indem nified Person’s negligence or willful misconduct with respect to such acts or omissions.

(b) An Indem nified Person shall be fully protected in rely ing in good faith upon the records of the Issuer or the Guarantor and upon such information, opinions, reports or statements presented to the Issuer or the Guarantor by any Person as to matters the Indem nified Person reasonably believes are within such other Person’s professional or expert co m petence and who, if selected by such Indem nified Person, has been selected with reasonable care by such Indem nified Person, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the existence and amount of assets from which Distrib utions to Hol ders of Capital Securities might properly be paid.

Section 7.2.Indemnif i cation.

(a) The Guarantor agrees to indem nify each Inde m nified Person for, and to hold each Indem nified Person harm less against, any and all loss, liability, damage, claim or expense incurred without negli gence or willful m isconduct on the part of the Indem nified Person, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including, but not limited to, the costs and expenses (including reasonable legal fees and expenses) of the Indem nified

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Person defe n d ing itself against, or investigating, any claim or lia b ili t y in conn e ction with the exercise or performance of a n y of t h e Inde m n ified Person’s p o wers or duties hereunder. T h e obl i g ation to i n de m n ify as set forth i n this Section 7.2 shall survive the resignation or re m oval of the Guarantee Trustee and the ter m ination of this Guarantee.

(b) Promptly after receipt by an Indem nified Person under this Section 7.2 of notice of the commencement of any action, such Inde m nified Person will, if a claim in respect thereof is to be made against the Guarantor under this Section 7.2, notify t he Guarantor in writing of the commencement thereof; but t he failure so to notify t he Guarantor (i) will not relieve the Guarantor from liability under paragraph (a) above unless and to the extent that the Guarantor did not otherwise learn of such action and such failure results in the forfeiture by the Guarantor of substantial rights and defenses and (ii) will not, in any event, relieve the Guarantor from any obligations to any Indem nified Person other than the indem nification obli gation provided in paragraph (a) above. The Guarantor shall be entitled to appoint counsel of the Guarantor’s choice at the Guarantor’s expense to represent the Inde m nified Person in any action for which indem nification is sought (in which case the Guarantor shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the Indem nified Person or Persons except as set forth below); provided, howeve r, that such counsel shall be reasonably satisfactory to the Indem nified Person. Notwithstanding the Guarantor’s election to appoint counsel to represent the Guarantor in an action, the Indem nified Person shall have the right to employ separate counsel (including local counsel), and the Guarantor shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the Guarantor to represent the Indem nified Person would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the Indem nified Person and the Guarantor and the Indem nified Person shall h ave reasonably concluded that there may be legal defenses available to it and/or other Indem nified Person(s) which are different from or additional to those available to t he Guarantor, (iii) the Guarantor shall not have employed counsel satisfactory to the Indem nified Person to represent the Indem nified Person within a reasonable time after notice of the institution of such action or (iv) the Guarantor shall authorize the Indem nified Person to employ separate counsel at the expense of the Guarantor. The Guarantor will not, without the pri or written consent of the Indem nified Persons, settle or co m pro mise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indem nification or contrib ution may be sought hereunder (whether or not the Indem nified Persons are actual or potential parties to such claim or action) unless such settle ment, co m pro m ise or consent includes an unconditional release of each Inde m nified Person from all liability arising out of such clai m, action, suit or proceeding.

Section 7.3.Compensat i on; Reimbu r sement of Expenses. The Guarantor agrees:

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

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

For purposes of clarification, this Section 7.3 does not contemplate the pa y ment by the Guarantor of acceptance or annual administration fees owing to the Guarantee Trustee for services to be provided by the Guarantee Trustee under this Guarantee or the fees and expenses of the Guarantee Trustee’s counsel in connection with the closing of the transactions contemplated by this Guarantee. The provisions of this

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Section 7.3 s h all survive t h e resignation or re m oval of the Guarantee Trustee and the ter m in ation of this

Guarantee.

ARTICLE VIII MISCELLANEOUS

Section 8.1.Succe s sors and Assigns. All guarantees and ag r e e ments contained in this

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

Section 8.2. Amen d m en t s. Except with respect to any changes that do not adversely affect the rights of Holders of the Capital Se cu rities in a n y mater i al res p ect (in which case no cons en t of Holders will be required), this Guarantee may be amended only with the prior approval of the Holders of not less than a Majority i n liquidat i on a m ount of the Capital Securities. The provisions of the Declaration with respect to a mendments thereof apply to the givi n g of such approva l.

Section 8.3. Notices. All notices provided for in this G u arantee shall be in writing, duly signed b y the party givi n g such notice, and shall be d elivered, tel e copied or m a i led by first class mail, a s 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 Capital Securities and the Guarantor):

Wilmington Trust Com pany

Rodney Square North

1100 North Market Street

Wilmington, Delaware 19890-1600

Attention: C orporate Trust Administration

Telecopy: 302-636-4140

(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 Capital Securities and to the Guarantee Trustee):

CSB Bancshares, Inc.

2500 South C ornwell

Yukon, Oklahoma 73085

Attention: Douglas Tippens

Telecopy: 405-354-7908

(c) If given to any Hol der of the Capital Securities, at the address set forth on the books and records of the Issuer.

All such notices shall be dee med 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

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is refu s ed de l ivery or cannot be delive r ed becau s e o f a changed address of wh ich no noti c e w as given, such notice o r other document shall be deemed to h a ve been d e livered on the date of su c h refusal o r inabili t y t o d e liver.

Section 8.4. Benefit. This Guarant e e is solely for the benefit of the Benef i ciar i es and, subj ec t to Section 2.1(a), is not separately transferable fr o m th e Capital S e curities.

Section 8.5. Governing La w. THIS GUA R ANT E E SHALL B E GOVE RN ED BY, A N D CONSTRU E D AND IN T ERPRETED IN ACCORDANCE W I TH, THE LAW OF THE STATE OF NEW YO RK, WITHOUT REGARD T O CONFLI C T OF LAWS PRINCIPL E S THEREOF (OTHER THAN SEC T ION 5-1401 OF THE N E W YORK GENERAL OBLIGATIONS LAW).

Section 8.6. Counterpart s. This Guarantee may be executed in one or m o re counterparts, each of which shall be an original, but all of which taken together shall c onstitute one and the same instrument.

Section 8.7 Separabilit y. In case one or m or e of the provisions contained in this Guarant e e shall for any reason be held to be invalid, illegal or un e nforceable in any respect, such invalidity, illegality or unenforceability shall not affect a n y other provisions of this Guarantee, b u t this Guarantee shall b e construed as if such invalid or illegal or unenforceable provision had never been contained h e rein.

Signatures appear on the following page

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

|  | CSB BANCSHARES, INC, as Guarantor
|  | By: | /s/ Thomas B. Walsh
|  |  | Name: Thomas B. Walsh
|  |  | Title: Chairman

|  | WILMINGTON TRUST COMPANY, as Guarantee Trustee
|  | By: |
|  | Name: |
|  | Title: |

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

|  | CSB BANCSHARES, INC, as Guarantor
|  | By: |
|  |  | Name:
|  |  | Title:

|  | WILMINGTON TRUST COMPANY, as Guarantee Trustee
|  | By: | /s/ Christopher J. Monigle
|  | Name: | Christopher J. Monigle
|  | Title: | Vice President

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CSB Bancshares, Inc /Guarantee Agreement