Ml Capital Trust I Sample Contracts

Ml Capital Trust I – Form of Certificate of New Subordinated Debenture (July 10th, 1997)

1 EXHIBIT 4.2 Form of Certificate of New Subordinated Debenture 2 EXHIBIT 4.2 (FORM OF FACE OF SECURITY) THE SECURITIES WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING AN AGGREGATE PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (100 SECURITIES). ANY SUCH TRANSFER OF SECURITIES IN A BLOCK HAVING AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF SUCH SECURITIES FOR ANY PURPOSE, INCLUDING BUT NOT LIMITED TO THE RECEIPT OF PRINCIPAL, PREMIUM (IF ANY) OR INTEREST OF SUCH SECURITIES, AND SUCH TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN SUCH SECURITIES. 3 No. ML BANCORP, INC. 9.875% SERIES B JUNIOR SUBORDINATED DEFERRABLE INTEREST

Ml Capital Trust I – SERIES B CAPITAL SECURITIES GUARANTEE AGREEMENT (July 10th, 1997)

1 EXHIBIT 4.6 Form of New Guarantee of the Corporation relating to the ML Securities 2 EXHIBIT 4.6 ==================================== SERIES B CAPITAL SECURITIES GUARANTEE AGREEMENT ML Bancorp, Inc. Dated as of ________ __, 1997 ==================================== 3 TABLE OF CONTENTS Page ----

Ml Capital Trust I – Registration Rights Agreement (July 10th, 1997)

1 EXHIBIT 4.7 Registration Rights Agreement 2 EXHIBIT 4.7 ================================================================================ REGISTRATION RIGHTS AGREEMENT Dated March 10, 1997 among ML BANCORP, INC. ML CAPITAL TRUST I and SANDLER O'NEILL & PARTNERS, L.P. JANNEY MONTGOMERY SCOTT INC. as Initial Purchasers ================================================================================ 3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made a