Exhibit 4.10


 


JACKSONVILLE BANCORP, INC.


as Company


 


INDENTURE


Dated as of June
20, 2008


 


WELLS FARGO BANK, NATIONAL ASSOCIATION


As Trustee


 


JUNIOR SUBORDINATED DEBT SECURITIES


 


Due September 15, 2038


 




     


    	 



    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	 	ARTICLE I	 
	 	DEFINITIONS	 
	 	 	 
	SECTION 1.01.	Definitions	1
	 	 	 
	 	ARTICLE II 	 
	 	DEBT SECURITIES	 
	SECTION 2.01.	Authentication and Dating	9
	SECTION 2.02.	Form of Trustee’s Certificate of Authentication	9
	SECTION 2.03.	Form and Denomination of Debt Securities	10
	SECTION 2.04.	Execution of Debt Securities	10
	SECTION 2.05.	Exchange and Registration of Transfer of Debt Securities	10
	SECTION 2.06.	Mutilated, Destroyed, Lost or Stolen Debt Securities	14
	SECTION 2.07.	Temporary Debt Securities	14
	SECTION 2.08.	Payment of Interest	15
	SECTION 2.09.	Cancellation of Debt Securities Paid, etc	16
	SECTION 2.10.	Computation of Interest	16
	SECTION 2.11.	Extension of Interest Payment Period	18
	SECTION 2.12.	CUSIP Numbers	19
	SECTION 2.13.	Income Tax Certification	19
	SECTION 2.14.	Global Debentures	19
	 	 	 
	 	ARTICLE III	 
	 	PARTICULAR COVENANTS OF THE COMPANY	 
	 	 	 
	SECTION 3.01.	Payment of Principal, Premium and Interest;
    Agreed Treatment of the Debt Securities	21
	SECTION 3.02.	Offices for Notices and Payments, etc	22
	SECTION 3.03.	Appointments to Fill Vacancies in Trustee’s Office	23
	SECTION 3.04.	Provision as to Paying Agent	23
	SECTION 3.05.	Certificate to Trustee	24
	SECTION 3.06.	Additional Interest	24
	SECTION 3.07.	Compliance with Consolidation Provisions	24
	SECTION 3.08.	Limitation on Dividends	25
	SECTION 3.09.	Covenants as to the Trust	25


 




    	 	-i-	 



     


    

 


TABLE OF CONTENTS


(CONTINUED)


 


	 	 	Page
	 	 	 
	 	ARTICLE IV	 
	 	LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE	 
	 	 	 
	SECTION 4.01.	Securityholders’ Lists	26
	SECTION 4.02.	Preservation and Disclosure of Lists 	26
	SECTION 4.03.	Financial and Other Information	27
	 	 	 
	 	ARTICLE V	 
	REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS UPON AN EVENT OF DEFAULT
	 	 	 
	SECTION 5.01.	Events of Default	28
	SECTION 5.02.	Payment of Debt Securities on Default; Suit Therefor	30
	SECTION 5.03.	Application of Moneys Collected by Trustee	31
	SECTION 5.04.	Proceedings by Securityholders	32
	SECTION 5.05.	Proceedings by Trustee	32
	SECTION 5.06.	Remedies Cumulative and Continuing	32
	SECTION 5.07.	Direction of Proceedings and Waiver of Defaults by Majority of Securityholders	33
	SECTION 5.08.	Notice of Defaults	34
	SECTION 5.09.	Undertaking to pay Costs	34
	 	 	 
	 	ARTICLE VI	 
	 	CONCERNING THE TRUSTEE	 
	 	 	 
	SECTION 6.01.	Duties and Responsibilities of Trustee	34
	SECTION 6.02.	Reliance on Documents, Opinions, etc	36
	SECTION 6.03.	No Responsibilities of trustee	37
	SECTION 6.04.	Trustee, Authenticating Agent, Paying Agents, Transfer Agents or Registrar May Own Debt Securities	37
	SECTION 6.05.	Moneys to be Held in Trust	37
	SECTION 6.06.	Compensation and Expenses of Trustee	38
	SECTION 6.07.	Officers’ Certificate as Evidence	38
	SECTION 6.08.	Eligibility of Trustee	39
	SECTION 6.09.	Resignation or Removal of Trustee, Calculation Agent, Paying Agent or Debt Security Registrar	39
	SECTION 6.10.	Acceptance by Successor	41


 




    	 	-ii-	 



     


    

 


TABLE OF CONTENTS


(CONTINUED)


 


	 	 	Page
	 	 	 
	SECTION 6.11.	Succession by Merger, etc.	41
	SECTION 6.12.	Authenticating Agents	42
	 	 	 
	 	ARTICLE VII	 
	 	CONCERNING THE SECURITYHOLDERS	 
	 	 	 
	SECTION 7.01.	Action by Securityholders	43
	SECTION 7.02.	Proof of Execution by securityholders	44
	SECTION 7.03.	Who Are Deemed Absolute Owners	44
	SECTION 7.04.	Debt Securities Owned by Company Deemed Not Outstanding	44
	SECTION 7.05.	Revocation of Consents; Future Securityholders Bound	45
	 	 	 
	 	ARTICLE VIII	 
	 	SECURITYHOLDERS’ MEETINGS	 
	 	 	 
	SECTION 8.01.	Purposes of Meetings	45
	SECTION 8.02.	Call of Meetings Trustee	46
	SECTION 8.03.	Call of Meetings by Company or Securityholders	46
	SECTION 8.04.	Qualification for Voting	46
	SECTION 8.05.	Regulations	46
	SECTION 8.06.	Voting	47
	SECTION 8.07.	Quorum; Actions	47
	SECTION 8.08.	Written Consent Without a Meeting	48
	 	 	 
	 	ARTICLE IX	 
	 	SUPPLEMENTAL INDENTURES	 
	 	 	 
	SECTION 9.01.	Supplemental Indentures without Consent of Securityholders	48
	SECTION 9.02.	Supplemental Indentures with Consent of Securityholders	50
	SECTION 9.03.	Effect of Supplemental Indentures	51
	SECTION 9.04.	Notation on Debt Securities	51
	SECTION 9.05.	Evidence of Compliance of Supplemental Indenture to be furnished to Trustee	51
	 	 	 
	 	ARTICLE X	 
	 	REDEMPTION OF SECURITIES	 
	 	 	 
	SECTION 10.01.	Optional Redemption	51
	SECTION 10.02.	Special Event Redemption	52


 




    	 	-iii-	 



     


    

 


TABLE OF CONTENTS


(CONTINUED)


 


	 	 	Page
	 	 	 
	SECTION 10.03.	Notice of Redemption; Selection of Debt Securities	52
	SECTION 10.04.	Payment of Debt Securities Called for Redemption	53
	 	 	 
	 	ARTICLE XI	 
	 	CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE	 
	 	 	 
	SECTION 11.01.	Company May Consolidate, etc., on Certain Terms	54
	SECTION 11.02.	Successor Entity to be Subtituted	54
	SECTION 11.03.	Opinion of Counsel to be Given to Trustee	55
	 	 	 
	 	ARTICLE XII	 
	 	SATISFACTION AND DISCHARGE OF INDENTURE	 
	SECTION 12.01.	Discharge of Indenture	55
	SECTION 12.02.	Deposited Moneys to be Held in Trust by Trustee	56
	SECTION 12.03.	Paying Agent to Repay Moneys Held	56
	SECTION 12.04.	Return of Unclaimed Moneys	56
	 	 	 
	 	ARTICLE XIII	 
	IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS
	 	 	 
	SECTION 13.01.	Indenture and Debt Securities Solely Corporate Obligations	56
	 	 	 
	 	ARTICLE XIV	 
	 	MISCELLANEOUS PROVISIONS	 
	 	 	 
	SECTION 14.01.	Successors	57
	SECTION 14.02.	Official Acts by Successor Entity	57
	SECTION 14.03.	Surrender of Company Powers	57
	SECTION 14.04.	Addresses for Notices, etc	57
	SECTION 14.05.	Governing Law	58
	SECTION 14.06.	Evidence of Compliance with Conditions Precedent	58
	SECTION 14.07.	Non-Business Days	58
	SECTION 14.08.	Table of Contents, Headings, etc	58
	SECTION 14.09.	Execution in Counterparts	59
	SECTION 14.10.	Severability	59
	SECTION 14.11.	Assignment	59
	SECTION 14.12.	Acknowledgment of Rights	59


 




    	 	-iv-	 



     


    

 


TABLE OF CONTENTS


(CONTINUED)



 


	 	 	Page
	 	 	 
	 	ARTICLE XV	 
	 	SUBORDINATION OF DEBT SECURITIES	 
	 	 	 
	SECTION 15.01.	Agreement to Subordinate 	60
	SECTION 15.02.	Default on Senior Indebtedness	60
	SECTION 15.03.	Liquidation; Dissolution; Bankruptcy	61
	SECTION 15.04.	Subrogation	62
	SECTION 15.05.	Trustee to Effectuate Subordination	63
	SECTION 15.06.	Notice by the Company	63
	SECTION 15.07.	Rights of the Trustee, Holders of Senior Indebtedness	63
	SECTION 15.08.	Subordination May Not Be Impaired	64
	 	 	 
	EXHIBITS	 	 
	 	 	 
	EXHIBIT A	FORM OF DEBT SECURITY	 


 




    	 	-v-	 



     


    

 


THIS INDENTURE, dated
as of June 20, 2008, between Jacksonville Bancorp, Inc., a bank holding company incorporated in Florida (hereinafter sometimes
called the “Company”), and Wells Fargo Bank, National Association as trustee (hereinafter sometimes called the “Trustee”).


 


WITNESSETH:


 


WHEREAS, for its lawful
corporate purposes, the Company has duly authorized the issuance of its Junior Subordinated Debt Securities due September 15, 2038
(the “Debt Securities”) under this Indenture and to provide, among other things, for the execution and authentication,
delivery and administration thereof, the Company has duly authorized the execution of this Indenture.


 


NOW, THEREFORE, in consideration
of the premises, and the purchase of the Debt Securities by the holders thereof, the Company covenants and agrees with the Trustee
for the equal and proportionate benefit of the respective holders from time to time of the Debt Securities as follows:


 


ARTICLE I


 


DEFINITIONS


 


SECTION 1.01. Definitions.


 


The terms defined in
this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of
this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01. All
accounting terms used herein and not expressly defined shall have the meanings assigned to such terms in accordance with generally
accepted accounting principles and the term “generally accepted accounting principles” means such accounting principles
as are generally accepted in the United States at the time of any computation. The words “herein,” “hereof and
“hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section
or other subdivision.


 


“Additional
Interest” shall have the meaning set forth in Section 3.06.


 


“Additional Provisions”
shall have the meaning set forth in Section 15.01.


 


“Authenticating
Agent” means any agent or agents of the Trustee which at the time shall be appointed and acting pursuant to Section 6.12.


 


“Bankruptcy Law”
means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.


 


“Board of Directors”
means the board of directors or the executive committee or any other duly authorized designated officers of the Company.


 




     


    	 



    

 


“Board Resolution”
means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the
Board of Directors and to be in full force and effect on the date of such certification and delivered to the Trustee.


 


“Business Day”
means any day other than a Saturday, Sunday or any other day on which banking institutions in Wilmington, Delaware, New York City
or the city of the Principal Office of the Trustee or the Company are permitted or required by any applicable law or executive
order to close.


 


“Calculation
Agent” means the Person identified as “Trustee” in the first paragraph hereof with respect to the Debt Securities
and the Institutional Trustee with respect to the Trust Securities.


 


“Capital Securities”
means undivided beneficial interests in the assets of the Trust which are designated as “TP Securities” and rank pari
passu with Common Securities issued by the Trust; provided, however, that if an Event of Default (as defined in the Declaration)
has occurred and is continuing, the rights of holders of such Common Securities to payment in respect of distributions and payments
upon liquidation, redemption and otherwise are subordinated to the rights of holders of such Capital Securities. The Capital Securities
sold by the Trust to the initial purchaser(s) pursuant to the Placement Agreement and the Capital Securities Purchase Agreement(s)
shall be issued in book entry form, registered in the name of Cede & Co., as nominee on behalf of the Depository Trust Company,
without coupons, and held by the Institutional Trustee as custodian for the Depository Trust Company.


 


“Capital Securities
Guarantee” means the guarantee agreement that the Company will enter into with Wells Fargo Bank, National Association or other
Persons that operates directly or indirectly for the benefit of holders of Capital Securities of the Trust.


 


“Capital Treatment
Event” means, if the Company is organized and existing under the laws of the United States or any state thereof or the District
of Columbia, the receipt by the Company and the Trust of an Opinion of Counsel experienced in such matters to the effect that,
as a result of (a) any amendment to, or change in, the laws, rules or regulations of the United States or any political subdivision
thereof or therein, or any rules, guidelines or policies of any applicable regulatory authority for the Company or (b) any official
or administrative pronouncement or action or decision interpreting or applying such laws, rules or regulations, which amendment
or change is effective or which pronouncement, action or decision is announced on or after the date of original issuance of the
Debt Securities, there is more than an insubstantial risk that, within 90 days of the receipt of such opinion, the aggregate Liquidation
Amount of the Capital Securities will not be eligible to be treated by the Company as “Tier 1 Capital” (or the then equivalent
thereof) for purposes of the capital adequacy guidelines of the Federal Reserve (or any successor regulatory authority with jurisdiction
over bank or financial holding companies), as then in effect and applicable to the Company (or if the Company is not a bank holding
company, such guidelines applied to the Company as if the Company were subject to such guidelines); provided, however, that the
inability of the Company to treat all or any portion of the aggregate Liquidation Amount of the Capital Securities as Tier 1 Capital
shall not constitute the basis for a Capital Treatment Event, if such inability results from the Company having cumulative preferred
stock, minority interests in consolidated subsidiaries, or any other class of security or interest which the Federal Reserve or
OTS, as applicable, may now or hereafter accord Tier 1 Capital treatment in excess of the amount which may now or hereafter qualify
for treatment as Tier 1 Capital under applicable capital adequacy guidelines; provided further, however, that the distribution
of the Debt Securities in connection with the liquidation of the Trust by the Company shall not in and of itself constitute a Capital
Treatment Event unless such liquidation shall have occurred in connection with a Tax Event or an Investment Company Event.


 




    	 	-2-	 



     


    

 


“Certificate”
means a certificate signed by any one of the principal executive officer, the principal financial officer or the principal accounting
officer of the Company.


 


“Common Securities”
means undivided beneficial interests in the assets of the Trust which are designated as “Common Securities” and rank
pari passu with Capital Securities issued by the Trust; provided, however, that if an Event of Default (as defined in the Declaration)
has occurred and is continuing, the rights of holders of such Common Securities to payment in respect of distributions and payments
upon liquidation, redemption and otherwise are subordinated to the rights of holders of such Capital Securities.


 


“Company” means
Jacksonville Bancorp, Inc., a bank holding company incorporated in Florida, and, subject to the provisions of Article XI, shall
include its successors and assigns.


 


“Debt Security”
or “Debt Securities” has the meaning stated in the first recital of this Indenture.


 


“Debt Security Register”
has the meaning specified in Section 2.05.


 


“Debt Security Registrar”
has the meaning specified in Section 2.05.


 


“Declaration”
means the Amended and Restated Declaration of Trust of the Trust dated as of June 20, 2008, as amended or supplemented from time
to time.


 


“Default” means
any event, act or condition that with notice or lapse of time, or both, would constitute an Event of Default.


 


“Defaulted Interest”
has the meaning set forth in Section 2.08.


 


“Deferred Interest”
has the meaning set forth in Section 2.11.


 


“Depositary”
means an organization registered as a clearing agency under the Exchange Act that is designated as Depositary by the Company or
any successor thereto. DTC will be the initial Depositary.


 


“Depositary Participant”
means a broker, dealer, bank, other financial institution or other Person for whom from time to time the Depositary effects book-entry
transfers and pledges of securities deposited with the Depositary.


 


“DTC” means
The Depository Trust Company, a New York corporation.


 




    	 	-3-	 



     


    

 


“Event of Default”
means any event specified in Section 5.01, which has continued for the period of time, if any, and after the giving of the notice,
if any, therein designated.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended from time to time, or any successor legislation.


 


“Extension Period”
has the meaning set forth in Section 2.11.


 


“Federal Reserve”
means the Board of Governors of the Federal Reserve System.


 


“Global Debenture”
means a security that evidences all or part of the Debt Securities, the ownership and transfers of which shall be made through
book entries by a Depositary.


 


“Indenture”
means this instrument as originally executed or, if amended or supplemented as herein provided, as so amended or supplemented,
or both.


 


“Initial Purchaser”
means the initial purchaser of the Capital Securities.


 


“Institutional Trustee”
has the meaning set forth in the Declaration.


 


“Interest Payment
Date” means March 15, June 15, September 15 and December 15 of each year, commencing on September 15, 2008, during the term
of this Indenture.


 


“Interest Payment
Period” means the period from and including an Interest Payment Date, or in the case of the first Interest Payment Period,
the original date of issuance of the Debt Securities, to, but excluding, the next succeeding Interest Payment Date or, in the case
of the last Interest Payment Period, the Redemption Date, Special Redemption Date or Maturity Date, as the case may be.


 


“Interest Rate”
means, with respect to any Interest Payment Period, a per annum rate of interest, equal to LIBOR, as determined on the LIBOR Determination
Date for such Interest Payment Date, plus 3.75%; provided, however, that the Interest Rate for any Interest Payment Period may
not exceed the highest rate permitted by New York law, as the same may be modified by United States law of general applicability.


 


“Investment Company
Event” means the receipt by the Company and the Trust of an Opinion of Counsel experienced in such matters to the effect that,
as a result of a change in law or regulation or written change in interpretation or application of law or regulation by any legislative
body, court, governmental agency or regulatory authority, there is more than an insubstantial risk that the Trust is or, within
90 days of the date of such opinion will be, considered an “investment company” that is required to be registered under
the Investment Company Act of 1940, as amended, which change or prospective change becomes effective or would become effective,
as the case may be, on or after the date of the original issuance of the Debt Securities.


 




    	 	-4-	 



     


    

 


“LIBOR” means
the London Interbank Offered Rate for U.S. Dollar deposits in Europe as determined by the Calculation Agent according to Section
2.10(b).


 


“LIBOR Banking Day”
has the meaning set forth in Section 2.10(b)(1).


 


“LIBOR Business
Day” has the meaning set forth in Section 2.10(b)(1).


 


“LIBOR Determination
Date” has the meaning set forth in Section 2.10(b).


 


“Liquidation Amount”
means the liquidation amount of $1,000 per Trust Security.


 


“Maturity Date”
means September 15, 2038.


 


“Notice” has
the meaning set forth in Section 2.11.


 


“Officers’ Certificate”
means a certificate signed by the Chairman of the Board, the Vice Chairman, the President or any Vice President, and by the Chief
Financial Officer, the Treasurer, an Assistant Treasurer, the Comptroller, an Assistant Comptroller, the Secretary or an AssistantSecretary
of the Company, and delivered to theTrustee. Each such certificate shall include the statements provided for in Section 14.06
if and to the extent required by the provisions of such Section.


 


“Opinion of Counsel”
means an opinion in writing signed by legal counsel, who may be an employee of or counsel to the Company, or may be other counsel
reasonably satisfactory to the Trustee. Each such opinion shall include the statements provided for in Section 14.06 if and to
the extent required by the provisions of such Section.


 


“OTS” means
the Office of Thrift Supervision and any successor federal agency that is primarily responsible for regulating the activities of
savings and loan holding companies.


 


“Outstanding”
means, when used with reference to Debt Securities, subject to the provisions of Section 7.04, as of any particular time, all Debt
Securities authenticated and delivered by the Trustee or the Authenticating Agent under this Indenture, except


 


(a)                  Debt
Securities theretofore canceled by the Trustee or the Authenticating Agent or delivered to the Trustee for cancellation;


 


(b)                  Debt
Securities, or portions thereof, for the payment or redemption of which moneys in the necessary amount shall have been deposited
in trust with the Trustee or with any Paying Agent (other than the Company) or shall have been set aside and segregated in trust
by the Company (if the Company shall act as its own Paying Agent); provided, that, if such Debt Securities, or portions
thereof, are to be redeemed prior to maturity thereof, notice of such redemption shall have been given as provided in Articles
X and XIV or provision satisfactory to the Trustee shall have been made for giving such notice; and


 


(c)                  Debt
Securities paid pursuant to Section 2.06 or in lieu of or in substitution for which other Debt Securities shall have been authenticated
and delivered pursuant to the terms of Section 2.06 unless proof satisfactory to the Company and the Trustee is presented that
any such Debt Securities are held by bona fide holders in due course.


 




    	 	-5-	 



     


    

 


“Paying
Agent” has the meaning set forth in Section 3.04(e).


 


“Person” means
any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof.


 


“Placement Agent”
means Silverton Capital Corporation.


 


“Predecessor Security”
of any particular Debt Security means every previous Debt Security evidencing all or a portion of the same debt as that evidenced
by such particular Debt Security; and, for the purposes of this definition, any Debt Security authenticated and delivered under
Section 2.06 in lieu of a lost, destroyed or stolen Debt Security shall be deemed to evidence the same debt as the lost, destroyed
or stolen Debt Security.


 


“Principal Office
of the Trustee” means the office of the Trustee, at which at any particular time its corporate trust business shall be principally
administered, which at all times shall be located within the United States and at the time of the execution of this Indenture shall
be 919 North Market Street, Suite 1600, Wilmington, Delaware 19801, Attn: Corporate Trust Division - Jacksonville Bancorp, Inc.
Statutory Trust III.


 


“Redemption Date”
has the meaning set forth in Section 10.01.


 


“Redemption Price”
means 100% of the principal amount of the Debt Securities being redeemed plus accrued and unpaid interest on such Debt Securities
to the Redemption Date.


 


“Responsible Officer”
means, with respect to the Trustee, any officer within the Principal Office of the Trustee with direct responsibility for the administration
of the Indenture, including any vice-president, any assistant vice-president, any secretary, any assistant secretary, the treasurer,
any assistant treasurer, any trust officer or other officer of the Principal Office of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of that officer’s knowledge of and familiarity with the particular
subject.


 


“Securities Act”
means the Securities Act of 1933, as amended from time to time, or any successor legislation.


 


“Securityholder,”
“holder of Debt Securities” or other similar terms, means any Person in whose name at the time a particular Debt Security
is registered on the Debt Security Register.


 




    	 	-6-	 



     


    

 


“Senior Indebtedness”
means, with respect to the Company, (i) the principal, premium, if any, and interest in respect of (A) indebtedness of the Company
for money borrowed and (B) indebtedness evidenced by securities, debentures, notes, bonds or other similar instruments issued by
the Company; (ii) all capital lease obligations of the Company; (iii) all obligations of the Company issued or assumed as the deferred
purchase price of property, all conditional sale obligations of the Company and all obligations of the Company under any title
retention agreement (but excluding trade accounts payable arising in the ordinary course of business); (iv) all obligations of
the Company for the reimbursement of any letter of credit, any banker’s acceptance, any security purchase facility, any repurchase
agreement or similar arrangement, any interest rate swap, any other hedging arrangement, any obligation under options or any similar
credit or other transaction; (v) all obligations of the type referred to in clauses (i) through (iv) above of other Persons for
the payment of which the Company is responsible or liable as obligor, guarantor or otherwise; and (vi) all obligations of the type
referred to in clauses (i) through (v) above of other Persons secured by any lien on any property or asset of the Company (whether
or not such obligation is assumed by the Company), whether incurred on or prior to the date of this Indenture or thereafter incurred,
unless, with the prior approval of the Federal Reserve if not otherwise generally approved, it is provided in the instrument creating
or evidencing the same or pursuant to which the same is outstanding, that such obligations are not superior or are pari passu
in right of payment to the Debt Securities; provided, however, that Senior Indebtedness shall not include (A) any debt securities
issued to any trust other than the Trust (or a trustee of such trust) that is a financing vehicle of the Company (a “financing
entity”), in connection with the issuance by such financing entity of equity or other securities in transactions substantially
similar in structure to the transactions contemplated hereunder and in the Declaration, (B) any guarantees of the Company in respect
of the equity or other securities of any financing entity referred to in clause (A) above or (C) any other instruments classified
as subordinated or pari passu to the Debt Securities by the Federal Reserve from time to time hereafter.


 


“Special Event”
means any of a Tax Event, an Investment Company Event or a Capital Treatment Event.


 


“Special Redemption
Date” has the meaning set forth in Section 10.02.


 


“Special Redemption
Price” means, with respect to the redemption of any Debt Security following a Special Event, an amount in cash equal to 103.525%
of the principal amount of Debt Securities to be redeemed prior to September 15, 2009 and thereafter equal to the percentage of
the principal amount of the Debt Securities that is specified below for the Special Redemption Date plus, in each case, unpaid
interest accrued thereon to the Special Redemption Date:


 


	Special Redemption During the	 	Percentage of Principal	 
	12-Month Period Beginning September 15	 	Amount	 
	 	 	 	 
	2009	 	 	102.820	%
	2010	 	 	102.115	%
	2011	 	 	101.410	%
	2012	 	 	100.705	%
	2013 and thereafter	 	 	100.000	%



 




    	 	-7-	 



     


    

 


“Subsidiary”
means, with respect to any Person, (i) any corporation, at least a majority of the outstanding voting stock of which is owned,
directly or indirectly, by such Person or by one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries,
(ii) any general partnership, joint venture or similar entity, at least a majority of the outstanding partnership or similar interests
of which shall at the time be owned by such Person, or by one or more of its Subsidiaries, or by such Person and one or more of
its Subsidiaries, and (iii) any limited partnership of which such Person or any of its Subsidiaries is a general partner. For the
purposes of this definition, “voting stock” means shares, interests, participations or other equivalents in the equity
interest (however designated) in such Person having ordinary voting power for the election of a majority of the directors (or the
equivalent) of such Person, other than shares, interests, participations or other equivalents having such power only by reason
of the occurrence of a contingency.


 


“Tax Event”
means the receipt by the Company and the Trust of an Opinion of Counsel experienced in such matters to the effect that, as a result
of any amendment to or change (including any announced prospective change) in the laws or any regulations thereunder of the United
States or any political subdivision or taxing authority thereof or therein, or as a result of any official administrative pronouncement
(including any private letter ruling, technical advice memorandum, regulatory procedure, notice or announcement (an “Administrative
Action”)) or judicial decision interpreting or applying such laws or regulations, regardless of whether such Administrative
Action or judicial decision is issued to or in connection with a proceeding involving the Company or the Trust and whether or not
subject to review or appeal, which amendment, clarification, change, Administrative Action or decision is enacted, promulgated
or announced, in each case on or after the date of original issuance of the Debt Securities, there is more than an insubstantial
risk that: (i) the Trust is, or will be within 90 days of the date of such opinion, subject to United States federal income tax
with respect to income received or accrued on the Debt Securities; (ii) if the Company is organized and existing under the laws
of the United States or any state thereof or the District of Columbia, interest payable by the Company on the Debt Securities is
not, or within 90 days of the date of such opinion, will not be, deductible by the Company, in whole or in part, for United States
federal income tax purposes; or (iii) the Trust is, or will be within 90 days of the date of such opinion, subject to or otherwise
required to pay, or required to withhold from distributions to holders of Trust Securities, more than a de minimis amount of other
taxes (including withholding taxes), duties, assessments or other governmental charges.


 


“Trust” means
Jacksonville Bancorp, Inc. Statutory Trust III, the Delaware statutory trust, or any other similar trust created for the purpose
of issuing Capital Securities in connection with the issuance of Debt Securities under this Indenture, of which the Company is
the sponsor.


 


“Trust Indenture
Act” means the Trust Indenture Act of 1939, as amended from time-to-time, or any successor legislation.


 


“Trust Securities”
means Common Securities and Capital Securities of Jacksonville Bancorp, Inc. Statutory Trust III.


 




    	 	-8-	 



     


    

 


“Trustee” means
the Person identified as “Trustee” in the first paragraph hereof, and, subject to the provisions of Article VI hereof,
shall also include its successors and assigns as Trustee hereunder.


 


“United States”
means the United States of America and the District of Columbia.


 


“U.S. Person”
has the meaning given to United States Person as set forth in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended.


 


ARTICLE II


 


DEBT SECURITIES


 


SECTION 2.01. Authentication and
Dating.


 


Upon the execution and
delivery of this Indenture, or from time to time thereafter, Debt Securities in an aggregate principal amount not in excess of
$7,784,000 may be executed and delivered by the Company to the Trustee for authentication, and the Trustee shall thereupon authenticate
and make available for delivery said Debt Securities to or upon the written order of the Company, signed by its Chairman of the
Board of Directors, Vice Chairman, President or Chief Financial Officer or one of its Vice Presidents, without any further action
by the Company hereunder. In authenticating such Debt Securities, and accepting the additional responsibilities under this Indenture
in relation to such Debt Securities, the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be fully protected
in relying upon a copy of any Board Resolution or Board Resolutions relating thereto and, if applicable, an appropriate record
of any action taken pursuant to such resolution, in each case certified by the Secretary or an Assistant Secretary or other officers
with appropriate delegated authority of the Company as the case may be.


 


The Trustee shall have
the right to decline to authenticate and deliver any Debt Securities under this Section if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken or if a Responsible Officer of the Trustee in good faith shall determine
that such action would expose the Trustee to personal liability to existing Securityholders. The Trustee shall also be entitled
to receive an opinion of counsel to the effect that (1) all conditions precedent to the execution, delivery and authentication
of the Debt Securities have been complied with; (2) the Debt Securities are not required to be registered under the Securities
Act; and (3) the Indenture is not required to be qualified under the Trust Indenture Act.


 


The definitive Debt Securities
shall be typed, printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Debt Securities, as evidenced by their execution of such Debt Securities.


 


SECTION 2.02. Form of Trustee’s Certificate
of Authentication.


 


The Trustee’s
certificate of authentication on all Debt Securities shall be in substantially the following form:


 


This represents
Debt Securities referred to in the within-mentioned Indenture.


 




    	 	-9-	 



     


    

 


Wells Fargo Bank, National
Association, not in its individual capacity but solely as Trustee


 


	 	By	 	 
	 	 	Authorized Signatory	 


 


SECTION 2.03. Form and Denomination of Debt Securities.


 


The Debt Securities shall
be substantially in the form of Exhibit A hereto. The Debt Securities shall be in registered, certificated form without coupons
and in minimum denominations of $100,000 and any multiple of $1,000 in excess thereof. The Debt Securities shall be numbered, lettered,
or otherwise distinguished in such manner or in accordance with such plans as the officers executing the same may determine with
the approval of the Trustee as evidenced by the execution and authentication thereof.


 


SECTION 2.04. Execution of Debt Securities.


 


The Debt Securities shall
be signed in the name and on behalf of the Company by the manual or facsimile signature of any of its Chairman of the Board of
Directors, Vice Chairman, President or Chief Financial Officer or one of its Executive Vice Presidents, Senior Vice Presidents
or Vice Presidents, under its corporate seal (if legally required, which the Trustee has no duty to determine), which may be affixed
thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise, and which need not be attested. Only such
Debt Securities as shall bear thereon a certificate of authentication substantially in the form herein before recited, executed
by the Trustee or the Authenticating Agent by the manual signature of an authorized officer, shall be entitled to the benefits
of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon any
Debt Security executed by the Company shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated
and delivered hereunder and that the Securityholders is entitled to the benefits of this Indenture.


 


In case any officer of
the Company who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed
shall have been authenticated and delivered by the Trustee or the Authenticating Agent, or disposed of by the Company, such Debt
Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities
had not ceased to be such officer of the Company; and any Debt Security may be signed on behalf of the Company by such Persons
as, at the actual date of the execution of such Debt Security, shall be the proper officers of the Company, although at the date
of the execution of this Indenture any such person was not such an officer.


 


Every Debt Security shall
be dated the date of its authentication.


 


SECTION 2.05. Exchange and Registration of Transfer
of Debt Securities.


 


The Trustee, in
its capacity as “Debt Security Registrar”, shall cause to be kept, at the office or agency maintained for the
purpose of registration of transfer and for exchange as provided in Section 3.02, a register (the “Debt Security
Register”) for the Debt Securities issued hereunder in which, subject to such reasonable regulations as it may
prescribe, the Debt Security Registrar shall provide for the registration and transfer of all Debt Securities as provided in
this Article II. Such register shall be in written form or in any other form capable of being converted into written form
within a reasonable time.


 




    	 	-10-	 



     


    

 


Debt Securities to be
exchanged may be surrendered at the Principal Office of the Trustee or at any office or agency to be maintained by the Company
for such purpose as provided in Section 3.02, and the Company shall execute, the Company or the Trustee shall register and the
Trustee or the Authenticating Agent shall authenticate and make available for delivery in exchange therefor the Debt Security or
Debt Securities which the Securityholder making the exchange shall be entitled to receive. Upon due presentment for registration
of transfer of any Debt Security at the Principal Office of the Trustee or at any office or agency of the Company maintained for
such purpose as provided in Section 3.02, the Company shall execute, the Company or the Trustee shall register and the Trustee
or the Authenticating Agent shall authenticate and make available for delivery in the name of the transferee or transferees a new
Debt Security for a like aggregate principal amount. Registration or registration of transfer of any Debt Security by the Trustee
or by any agent of the Company appointed pursuant to Section 3.02, and delivery of such Debt Security, shall be deemed to complete
the registration or registration of transfer of such Debt Security.


 


All Debt Securities presented
for registration of transfer or for exchange or payment shall (if so required by the Company or the Trustee or the Authenticating
Agent) be duly endorsed by, or be accompanied by, a written instrument or instruments of transfer in form satisfactory to the Company
and either the Trustee or the Authenticating Agent duly executed by, the Securityholder or such Securityholder’s attorney duly
authorized in writing.


 


Neither the Trustee nor
the Debt Security Registrar shall be responsible for ascertaining whether any transfer hereunder complies with the registration
provisions of or any exemptions from the Securities Act (under and as defined in the Declaration), applicable state securities
laws or the applicable laws of any other jurisdiction, ERISA, the United States Internal Revenue Code of 1986, as amended, or the
Investment Company Act (under and as defined in the Declaration).


 


No service charge shall
be made for any exchange or registration of transfer of Debt Securities, but the Company or the Trustee may require payment of
a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in connection therewith.


 


The Company or the Trustee
shall not be required to exchange or register a transfer of any Debt Security for a period of 15 days immediately preceding the
date of selection of Debt Securities for redemption.


 


Notwithstanding the foregoing,
Debt Securities may not be transferred except in compliance with the restricted securities legend set forth below, unless otherwise
determined by the Company in accordance with applicable law, which legend shall be placed on each Debt Security:


 




    	 	-11-	 



     


    

 


THIS SECURITY HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS OR
ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT
FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF
AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE COMPANY, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT (“RULE 144A”), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED
IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT
THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO A “NON U.S. PERSON” IN AN “OFFSHORE TRANSACTION”
PURSUANT TO REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES
ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN “ACCREDITED INVESTOR,” FOR INVESTMENT
PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT,
OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM
THE COMPANY. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.


 


THE HOLDER OF THIS SECURITY
BY ITS ACCEPTANCE HEREOF AGREES, REPRESENTS AND WARRANTS THAT IT WILL NOT ENGAGE IN HEDGING TRANSACTIONS INVOLVING THIS SECURITY
UNLESS SUCH TRANSACTIONS ARE IN COMPLIANCE WITH THE SECURITIES ACT OR AN APPLICABLE EXEMPTION THEREFROM.


 




    	 	-12-	 



     


    

 


THE HOLDER OF THIS SECURITY
BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT
OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (EACH A “PLAN”), OR AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY AND NO PERSON INVESTING
“PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER
IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60,
91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY IS NOT PROHIBITED BY SECTION
406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THIS SECURITY OR
ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE
BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE
OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE
BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION
406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.


 


IN CONNECTION WITH ANY
TRANSFER, THE HOLDER OF THIS SECURITY WILL DELIVER TO THE COMPANY AND TRUSTEE SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE
REQUIRED BY THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.


 


THIS SECURITY WILL BE
ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 AND MULTIPLES OF $1,000 IN EXCESS
THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK HAVING A PRINCIPAL AMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO
BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS SECURITY
FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS SECURITY, AND SUCH PURPORTED TRANSFEREE SHALL
BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY.


 


THIS OBLIGATION IS NOT
A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT INSURANCE
CORPORATION. THIS OBLIGATION IS SUBORDINATED TO THE CLAIMS OF DEPOSITORS AND THE CLAIMS OF GENERAL AND SECURED CREDITORS OF THE
COMPANY, IS INELIGIBLE AS COLLATERAL FOR A LOAN BY THE COMPANY OR ANY OF ITS SUBSIDIARIES AND IS NOT SECURED.


 




    	 	-13-	 



     


    

 


SECTION 2.06. Mutilated, Destroyed, Lost or Stolen
Debt Securities.


 


In case any Debt Security
shall become mutilated or be destroyed, lost or stolen, the Company shall execute, and upon its written request the Trustee shall
authenticate and deliver, a new Debt Security bearing a number not contemporaneously outstanding, in exchange and substitution
for the mutilated Debt Security, or in lieu of and in substitution for the Debt Security so destroyed, lost or stolen. In every
case the applicant for a substituted Debt Security shall furnish to the Company and the Trustee such security or indemnity as may
be required by them to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish
to the Company and the Trustee evidence to their satisfaction of the destruction, loss or theft of such Debt Security and of the
ownership thereof.


 


The Trustee may authenticate
any such substituted Debt Security and deliver the same upon the written request or authorization of any officer of the Company.
Upon the issuance of any substituted Debt Security, the Company may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other expenses connected therewith. In case any Debt
Security which has matured or is about to mature or has been called for redemption in full shall become mutilated or be destroyed,
lost or stolen, the Company may, instead of issuing a substitute Debt Security, pay or authorize the payment of the same (without
surrender thereof except in the case of a mutilated Debt Security) if the applicant for such payment shall furnish to the Company
and the Trustee such security or indemnity as may be required by them to save each of them harmless and, in case of destruction,
loss or theft, evidence satisfactory to the Company and to the Trustee of the destruction, loss or theft of such Security and of
the ownership thereof.


 


Every substituted Debt
Security issued pursuant to the provisions of this Section 2.06 by virtue of the fact that any such Debt Security is destroyed,
lost or stolen shall constitute an additional contractual obligation of the Company, whether or not the destroyed, lost or stolen
Debt Security shall be found at any time, and shall be entitled to all the benefits of this Indenture equally and proportionately
with any and all other Debt Securities duly issued hereunder. All Debt Securities shall be held and owned upon the express condition
that, to the extent permitted by applicable law, the foregoing provisions are exclusive with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Debt Securities and shall preclude any and all other rights or remedies notwithstanding
any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments
or other securities without their surrender.


 


SECTION 2.07. Temporary Debt Securities.


 


Pending the preparation
of definitive Debt Securities, the Company may execute and the Trustee shall authenticate and make available for delivery temporary
Debt Securities that are typed, printed or lithographed. Temporary Debt Securities shall be issuable in any authorized denomination,
and substantially in the form of the definitive Debt Securities but with such omissions, insertions and variations as may be appropriate
for temporary Debt Securities, all as may be determined by the Company. Every such temporary Debt Security shall be executed by
the Company and be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with the same
effect, as the definitive Debt Securities. Without unreasonable delay, the Company will execute and deliver to the Trustee or the
Authenticating Agent definitive Debt Securities and thereupon any or all temporary Debt Securities may be surrendered in exchange
therefor, at the Principal Office of the Trustee or at any office or agency maintained by the Company for such purpose as provided
in Section 3.02, and the Trustee or the Authenticating Agent shall authenticate and make available for delivery in exchange for
such temporary Debt Securities a like aggregate principal amount of such definitive Debt Securities. Such exchange shall be made
by the Company at its own expense and without any charge therefor except that in case of any such exchange involving a registration
of transfer the Company may require payment of a sum sufficient to cover any tax, fee or other governmental charge that may be
imposed in relation thereto. Until so exchanged, the temporary Debt Securities shall in all respects be entitled to the same benefits
under this Indenture as definitive Debt Securities authenticated and delivered hereunder.


 




    	 	-14-	 



     


    

 


SECTION 2.08. Payment of Interest.


 


Each Debt Security will
bear interest at the then applicable Interest Rate from and including each Interest Payment Date or, in the case of the first Interest
Payment Period, the original date of issuance of such Debt Security to, but excluding, the next succeeding Interest Payment Date
or, in the case of the last Interest Payment Period, the Redemption Date, Special Redemption Date or Maturity Date, as applicable,
on the principal thereof, on any overdue principal and (to the extent that payment of such interest is enforceable under applicable
law) on Deferred Interest and on any overdue installment of interest (including Defaulted Interest), payable on each Interest Payment
Date commencing on September 15, 2008. Interest and any Deferred Interest on any Debt Security that is payable, and is punctually
paid or duly provided for by the Company, on any Interest Payment Date shall be paid to the Person in whose name said Debt Security
(or one or more Predecessor Securities) is registered at the close of business on the regular record date for such interest installment,
except that interest and any Deferred Interest payable on the Maturity Date, the Redemption Date (to the extent redeemed) or the
Special Redemption Date shall be paid to the Person to whom principal is paid. In the event that any Debt Security or portion thereof
is called for redemption and the redemption date is subsequent to a regular record date with respect to any Interest Payment Date
and either on or prior to such Interest Payment Date, interest on such Debt Security will be paid upon presentation and surrender
of such Debt Security.


 


Any interest on any Debt
Security, other than Deferred Interest, that is payable, but is not punctually paid or duly provided for by the Company, on any
Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the registered Securityholder
on the relevant regular record date by virtue of having been such Securityholder, and such Defaulted Interest shall be paid by
the Company to the Persons in whose names such Debt Securities (or their respective Predecessor Securities) are registered at the
close of business on a special record date for the payment of such Defaulted Interest, which shall be fixed in the following manner:
the Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each such Debt Security
and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal
to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements reasonably satisfactory
to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a special
record date for the payment of such Defaulted Interest which shall not be more than fifteen nor less than ten days prior to the
date of the proposed payment and not less than ten days after the receipt by the Trustee of the notice of the proposed payment.
The Trustee shall promptly notify the Company of such special record date and, in the name and at the expense of the Company, shall
cause notice of the proposed payment of such Defaulted Interest and the special record date therefor to be mailed, first class
postage prepaid, to each Securityholder at his or her address as it appears in the Debt Security Register, not less than ten days
prior to such special record date. Notice of the proposed payment of such Defaulted Interest and the special record date therefor
having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names such Debt Securities (or their
respective Predecessor Securities) are registered on such special record date and thereafter the Company shall have no further
payment obligation in respect of the Defaulted Interest.


 




    	 	-15-	 



     


    

 


Any interest scheduled
to become payable on an Interest Payment Date occurring during an Extension Period shall not be Defaulted Interest and shall be
payable on such other date as may be specified in the terms of such Debt Securities.


 


The term “regular
record date” as used in this Indenture shall mean the fifteenth day prior to the applicable Interest Payment Date whether
or not such date is a Business Day.


 


Subject to the foregoing
provisions of this Section, each Debt Security delivered under this Indenture upon registration of transfer of or in exchange for
or in lieu of any other Debt Security shall carry the rights to interest accrued and unpaid, and to accrue, that were carried by
such other Debt Security.


 


SECTION 2.09. Cancellation of Debt Securities Paid,
etc.


 


All Debt Securities surrendered
for the purpose of payment, redemption, exchange or registration of transfer, shall, if surrendered to the Company or any Paying
Agent, be surrendered to the Trustee and promptly canceled by it, or, if surrendered to the Trustee, shall be promptly canceled
by it, and no Debt Securities shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Indenture.
The Trustee shall dispose of all canceled Debt Securities in accordance with its customary practices, unless the Company otherwise
directs the Trustee in writing, in which case the Trustee shall dispose of such Debt Securities as directed by the Company. If
the Company shall acquire any of the Debt Securities, however, such acquisition shall not operate as a redemption or satisfaction
of the indebtedness represented by such Debt Securities unless and until the same are surrendered to the Trustee for cancellation.


 


SECTION 2.10. Computation of Interest.


 


(a)                  The
amount of interest payable for any Interest Payment Period will be computed on the basis of a 360-day year and the actual number
of days elapsed in the relevant interest period; provided, however, that upon the occurrence of a Special Event
Redemption pursuant to Section 10.02 the amounts payable pursuant to this Indenture shall be calculated as set forth in the definition
of Special Redemption Price.


 


(b)                  LIBOR,
for any Interest Payment Period, shall be determined by the Calculation Agent in accordance with the following provisions:


 




    	 	-16-	 



     


    

 


(1)         On
the second LIBOR Business Day (provided, that on such day commercial banks are open for business (including dealings in foreign
currency deposits) in London (a “LIBOR Banking Day”), and otherwise the next preceding LIBOR Business Day that is also
a LIBOR Banking Day) prior to March 15, June 15, September 15 and December 15 (or, with respect to the first Interest Payment Period,
on June 18, 2008) (each such day, a “LIBOR Determination Date” for the following Interest Payment Period), the Calculation
Agent shall obtain the rate for three-month U.S. Dollar deposits in Europe, which appears on Reuters Screen LIBOR 01 Page (as defined
in the International Swaps and Derivatives Association, Inc. 2000 Interest Rate and Currency Exchange Definitions) or such other
page as may replace such page as of 11:00 a.m. (London time) on such LIBOR Determination Date, as reported by Bloomberg Financial
markets Commodities News or any successor service (“Reuters Screen”), and the rate so obtained shall be LIBOR for such
Interest Payment Period. “LIBOR Business Day” means any day that is not a Saturday, Sunday or other day on which commercial
banking institutions in The City of New York or Wilmington, Delaware are authorized or obligated by law or executive order to be
closed. If such rate is superseded on Reuters Screen by a corrected rate before 12:00 noon (London time) on the same LIBOR Determination
Date, the corrected rate as so substituted will be LIBOR for that Interest Payment Period.


 


(2)         If,
on any LIBOR Determination Date, such rate does not appear on Reuters Screen, the Calculation Agent shall determine the arithmetic
mean of the offered quotations of the Reference Banks (as defined below) to leading banks in the London Interbank market for three-month
U.S. Dollar deposits in Europe (in an amount determined by the Calculation Agent) by reference to requests for quotations as of
approximately 11:00 a.m. (London time) on the LIBOR Determination Date made by the Calculation Agent to the Reference Banks. If,
on any LIBOR Determination Date, at least two of the Reference Banks provide such quotations, LIBOR shall equal the arithmetic
mean of such quotations. If, on any LIBOR Determination Date, only one or none of the Reference Banks provide such a quotation,
LIBOR shall be deemed to be the arithmetic mean of the offered quotations that at least two leading banks in the City of New York
(as selected by the Calculation Agent) are quoting on the relevant LIBOR Determination Date for three-month U.S. Dollar deposits
in Europe at approximately 11:00 a.m. (London time) (in an amount determined by the Calculation Agent). As used herein, “Reference
Banks” means four major banks in the London Interbank market selected by the Calculation Agent.


 


(3)         If
the Calculation Agent is required but is unable to determine a rate in accordance with at least one of the procedures provided
above, LIBOR for the applicable Interest Payment Period shall be LIBOR in effect for the immediately preceding Interest Payment
Period.


 


(c)                  All
percentages resulting from any calculations on the Debt Securities will be rounded, if necessary, to the nearest one hundred-thousandth
of a percentage point, with five one-millionths of a percentage point rounded upward (e.g., 9.876545% (or .09876545) being rounded
to 9.87655% (or .0987655)), and all dollar amounts used in or resulting from such calculation will be rounded to the nearest cent
(with one-half cent being rounded upward).


 




    	 	-17-	 



     


    

 


(d)                  As
soon as practicable following each LIBOR Determination Date, but in no event later than the 30th day following such LIBOR Determination
Date, the Calculation Agent shall notify, in writing, the Company, the Institutional Trustee and the Paying Agent of the applicable
Interest Rate in effect for the related Interest Payment Period. The Calculation Agent shall, upon the request of any Securityholder,
provide the Interest Rate then in effect. All calculations made by the Calculation Agent in the absence of manifest error shall
be conclusive for all purposes and binding on the Company and the Securityholders. Any error in a calculation of the Interest Rate
by the Calculation Agent may be corrected at any time by the delivery of notice of such corrected Interest Rate as provided above.
The Paying Agent shall be entitled to rely on information received from the Calculation Agent or the Company as to the Interest
Rate. The Company shall, from time to time, provide any necessary information to the Paying Agent relating to any original issue
discount and interest on the Debt Securities that is included in any payment and reportable for taxable income calculation purposes.
Failure to notify the Company, the Institutional Trustee or the Paying Agent of the applicable Interest Rate shall not affect the
obligation of the Company to make payment on Debentures at such Interest Rate.


 


SECTION 2.11. Extension of Interest Payment Period.


 


So long as no Event
of Default pursuant to paragraphs (c), (e), (f) or (g) of Section 5.1 of the Indenture has occurred and is continuing, the Company
shall have the right under the Indenture, from time to time and without causing an Event of Default, to defer payments of interest
on the Debt Securities by extending the interest distribution period on the Debt Securities at any time and from time to time
during the term of the Debt Securities, for up to twenty consecutive quarterly periods (each such extended interest distribution
period, an ’‘Extension Period”), during which Extension Period no interest shall be due and payable (except
any Additional Interest that may be due and payable). No Extension Period may end on a date other than an Interest Payment Date.
During any Extension Period, interest will continue to accrue on the Debt Securities, and interest on such accrued interest (such
accrued interest and interest thereon referred to herein as ’‘Deferred Interest”) will accrue at an annual rate
equal to the Interest Rate applicable during such Extension Period, compounded quarterly from the date such Deferred Interest
would have been payable were it not for the Extension Period, to the extent permitted by law. No interest or Deferred Interest
shall be due and payable during an Extension Period, except at the end thereof. At the end of any such Extension Period the Company
shall pay all Deferred Interest then accrued and unpaid on the Debt Securities; provided, however, that no
Extension Period may extend beyond the Maturity Date, Redemption Date (to the extent redeemed) or Special Redemption Date; and
provided further, however, that during any such Extension Period, the Company shall be subject to the
restrictions set forth in Section 3.08 of this Indenture. Prior to the termination of any Extension Period, the Company may further
extend such period, provided, that such period together with all such previous and further consecutive extensions thereof
shall not exceed twenty consecutive quarterly periods, or extend beyond the Maturity Date, Redemption Date (to the extent redeemed)
or Special Redemption Date. Upon the termination of any Extension Period and upon the payment of all Deferred Interest, the Company
may commence a new Extension Period, subject to the foregoing requirements. No interest or Deferred Interest shall be due and
payable during an Extension Period, except at the end thereof, but Deferred Interest shall accrue upon each installment of interest
that would otherwise have been due and payable during such Extension Period until such installment is paid. The Company must give
the Trustee notice of its election to begin any Extension Period or extend an Extension Period (“Notice”) not later
than the related regular record date for the relevant Interest Payment Date. The Notice shall describe, in reasonable detail,
why the Company has elected to begin an Extension Period. The Notice shall acknowledge and affirm the Company’s understanding
that it is prohibited from issuing dividends and other distributions during the Extension Period. Upon receipt of the Notice,
the Placement Agent shall have the right, at its sole discretion, to disclose the name of the Company, the fact that the Company
has elected to begin an Extension Period and other information that such Placement Agent, at its sole discretion, deems relevant
to the Company’s election to begin an Extension Period. The Trustee shall give notice of the Company’s election to
begin a new Extension Period to the Securityholders.


 




    	 	-18-	 



     


    

 


SECTION 2.12. CUSIP Numbers.


 


The Company in issuing
the Debt Securities may use a “CUSIP” number (if then generally in use), and, if so, the Trustee shall use a “CUSIP”
number in notices of redemption as a convenience to Securityholders; provided, that any such notice may state that no representation
is made as to the correctness of such number either as printed on the Debt Securities or as contained in any notice of a redemption
and that reliance may be placed only on the other identification numbers printed on the Debt Securities, and any such redemption
shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee in writing of
any change in the CUSIP number.


 


SECTION 2.13. Income Tax Certification,


 


As a condition to the
payment of any principal of or interest on the Debt Securities without the imposition of withholding tax, the Trustee shall require
the previous delivery of properly completed and signed applicable U.S. federal income tax certifications (generally, an Internal
Revenue Service Form W-9 (or applicable successor form) in the case of a person that is a “United States person” within
the meaning of Section 7701 (a)(30) of the Code (under and as defined in the Declaration) or an Internal Revenue Service Form W-8
(or applicable successor form) in the case of a person that is not a “United States person” within the meaning of Section
7701(a)(30) of the Code, and any other certification acceptable to it to enable the Trustee or any Paying Agent to determine their
respective duties and liabilities with respect to any taxes or other charges that they may be required to pay, deduct or withhold
in respect of such Debt Securities.


 


SECTION 2.14. Global Debentures.


 


(a)                  Upon
the election of the holder of Outstanding Debt Securities, which election need not be in writing, the Debt Securities owned by
such holder shall be issued in the form of one or more Global Debentures registered in the name of the Depositary or its nominee.
Each Global Debenture issued under this Indenture shall be registered in the name of the Depositary designated by the Company for
such Global Debenture or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each
such Global Debenture shall constitute a single Debt Security for all purposes of this Indenture.


 




    	 	-19-	 



     


    

 


(b)                  Notwithstanding
any other provision in this Indenture, no Global Debenture may be exchanged in whole or in part for Debt Securities registered,
and no transfer of a Global Debenture in whole or in part may be registered, in the name of any Person other than the Depositary
for such Global Debenture or a nominee thereof unless (i) such Depositary advises the Trustee and the Company in writing that such
Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Debenture,
and no qualified successor is appointed by the Company within ninety (90) days of receipt by the Company of such notice, (ii) such
Depositary ceases to be a clearing agency registered under the Exchange Act and no successor is appointed by the Company within
ninety (90) days after obtaining knowledge of such event, (iii) the Company executes and delivers to the Trustee a company order
stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have
occurred and be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the Trustee shall
notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in such Global Debenture of the
occurrence of such event and of the availability of Debt Securities to such owners of beneficial interests requesting the same.
Upon the issuance of such Debt Securities and the registration in the Debt Security Register of such Debt Securities in the names
of such owners of the beneficial interests therein, the Trustee shall recognize such owners of beneficial interests as holders
hereof.


 


(c)          If
any Global Debenture is to be exchanged for other Debt Securities or canceled in part, or if another Debt Security is to be exchanged
in whole or in part for a beneficial interest in any Global Debenture, then either (i) such Global Debenture shall be so surrendered
for exchange or cancellation as provided in this Article II or (ii) the principal amount thereof shall be reduced or increased
by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such other Debt Security
to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records
of the Debt Security Registrar, whereupon the Trustee, in accordance with the applicable depository procedures, shall instruct
the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment
of a Global Debenture by the Depositary, accompanied by registration instructions, the Company shall execute and the Trustee shall
authenticate and deliver any Debt Securities issuable in exchange for such Global Debenture (or any portion thereof) in accordance
with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be fully protected in relying on, such instructions.


 


(d)                  Every
Debt Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Debenture
or any portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Debenture, unless such Debt
Security is registered in the name of a Person other than the Depositary for such Global Debenture or a nominee thereof.


 


(e)                  Debt
Securities distributed to holders of Book-Entry Capital Securities (as defined in the Trust Agreement) upon the dissolution of
the Trust shall be distributed in the form of one or more Global Debentures registered in the name of a Depositary or its nominee,
and deposited with the Debt Security Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary
to the respective accounts of the beneficial owners of the Debt Securities represented thereby (or such other accounts as they
may direct). Debt Securities distributed to holders of Capital Securities other than Book-Entry Capital Securities upon the dissolution
of the Trust shall not be issued in the form of a Global Debenture or any other form intended to facilitate book-entry trading
in beneficial interests in such Debt Securities.


 




    	 	-20-	 



     


    

 


(f)                  The
Depositary or its nominee, as the registered owner of a Global Debenture, shall be the holder of such Global Debenture for all
purposes under this Indenture and the Debt Securities, and owners of beneficial interests in a Global Debenture shall hold such
interests pursuant to the Applicable Depository Procedures. Accordingly, any such owner’s beneficial interest in a Global Debenture
shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary
or its nominee or its Depositary Participants. The Debt Security Registrar and the Trustee shall be entitled to deal with the Depositary
for all purposes of this Indenture relating to a Global Debenture (including the payment of principal and interest thereon and
the giving of instructions or directions by owners of beneficial interests therein and the giving of notices) as the sole holder
of the Debt Security and shall have no obligations to the owners of beneficial interests therein. Neither the Trustee nor the Debt
Security Registrar shall have any liability in respect of any transfers affected by the Depositary.


 


(g)                  The
rights of owners of beneficial interests in a Global Debenture shall be exercised only through the Depositary and shall be limited
to those established by law and agreements between such owners and the Depositary and/or its Depositary Participants.


 


(h)                  No
holder of any beneficial interest in any Global Debenture held on its behalf by a Depositary shall have any rights under this Indenture
with respect to such Global Debenture, and such Depositary may be treated by the Company, the Trustee and any agent of the Company
or the Trustee as the owner of such Global Debenture for all purposes whatsoever. None of the Company, the Trustee nor any agent
of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made
on account of beneficial ownership interests of a Global Debenture or maintaining, supervising or reviewing any records relating
to such beneficial ownership interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or
any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished
by a Depositary or impair, as between a Depositary and such holders of beneficial interests, the operation of customary practices
governing the exercise of the rights of the Depositary (or its nominee) as holder of any Debt Security.


 


ARTICLE III


 


PARTICULAR COVENANTS OF THE COMPANY


 


SECTION 3.01. Payment of Principal,
Premium and Interest; Agreed Treatment of the Debt Securities.


 


(a)                  The
Company covenants and agrees that it will duly and punctually pay or cause to be paid all payments due on the Debt Securities at
the place, at the respective times and in the manner provided in this Indenture and the Debt Securities. At the option of the Company,
each installment of interest on the Debt Securities may be paid (i) by mailing checks for such interest payable to the order of
the Securityholders entitled thereto as they appear on the Debt Security Register or (ii) by wire transfer to any account with
a banking institution located in the United States designated by such Securityholders to the Paying Agent no later than the related
record date. Notwithstanding anything to the contrary contained in this Indenture or any Debt Security, if the Trust or the Trustee
of the Trust is the holder of any Debt Security, then all payments in respect of such Debt Security shall be made by the Company
in immediately available funds when due.


 




    	 	-21-	 



     


    

 


(b)                  The
Company and each of the Securityholders will treat the Debt Securities as indebtedness, and the amounts, other than payments of
principal, payable in respect of the principal amount of such Debt Securities as interest, for all U.S. federal income tax purposes.
All payments in respect of the Debt Securities will be made free and clear of U.S. withholding tax to any beneficial owner thereof
that has provided (i) an Internal Revenue Service Form W-9 or W-8BEN (or any substitute or successor form) establishing its U.S.
or non-U.S. status for U.S. federal income tax purposes, and establishing a complete exemption from U.S. withholding tax, or (ii)
any other applicable form establishing a complete exemption from U.S. withholding tax.


 


(c)                  As
of the date of this Indenture, the Company represents that it has no intention to exercise its right under Section 2.11 to defer
payments of interest on the Debt Securities by commencing an Extension Period.


 


SECTION 3.02. Offices for Notices and Payments,
etc.


 


So long as any of the
Debt Securities remain outstanding, the Company will maintain an office or agency where the Debt Securities may be presented for
payment, an office or agency where the Debt Securities may be presented for registration of transfer and for exchange as provided
in this Indenture and an office or agency where notices and demands to or upon the Company in respect of the Debt Securities or
of this Indenture may be served. Until otherwise designated by the Company in a Notice to the Trustee, such office or agency for
all above purposes shall be at the Principal Office of the Trustee. In case the Company shall fail to maintain any such office
or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made
and notices may be served at the Principal Office of the Trustee.


 


In addition to any such
office or agency, the Company may from time to time designate one or more other offices or agencies where the Debt Securities
may be presented for registration of transfer and for exchange in the manner provided in this Indenture, and the Company may from
time to time rescind such designation, as the Company may deem desirable or expedient; provided, however, that
no such designation or rescission shall in any manner relieve the Company of its obligation to maintain any such office or agency
for the purposes above mentioned. The Company will give to the Trustee prompt written notice of any such designation or rescission
thereof.


 




    	 	-22-	 



     


    

 


SECTION 3.03. Appointments to Fill Vacancies in
Trustee’s Office.


 


The Company, whenever
necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 6.09, a Trustee,
so that there shall at all times be a Trustee hereunder.


 


SECTION 3.04. Provision as to Paying Agent.


 


(a)                  If
the Company shall appoint a Paying Agent other than the Trustee, it will cause such Paying Agent to execute and deliver to the
Trustee an instrument in which such agent shall agree with the Trustee, subject to the provision of this Section 3.04:


 


(1)         that
it will hold all sums held by it as such agent for the payment of all payments due on the Debt Securities (whether such sums have
been paid to it by the Company or by any other obligor on the Debt Securities) in trust for the benefit of the Securityholders;


 


(2)         that
it will give the Trustee prompt written notice of any failure by the Company (or by any other obligor on the Debt Securities) to
make any payment on the Debt Securities when the same shall be due and payable; and


 


(3)         that
it will, at any time during the continuance of any Event of Default, upon the written request of the Trustee, forthwith pay to
the Trustee all sums so held in trust by such Paying Agent.


 


(b)                  If
the Company shall act as its own Paying Agent, it will, on or before each due date of the payments due on the Debt Securities,
set aside, segregate and hold in trust for the benefit of the Securityholders a sum sufficient to pay such payments so becoming
due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company (or by any other
obligor under the Debt Securities) to make any payment on the Debt Securities when the same shall become due and payable.


 


Whenever the Company
shall have one or more Paying Agents for the Debt Securities, it will, on or prior to each due date of the payments on the Debt
Securities, deposit with a Paying Agent a sum sufficient to pay all payments so becoming due, such sum to be held in trust for
the benefit of the Persons entitled thereto and (unless such Paying Agent is the Trustee) the Company shall promptly notify the
Trustee in writing of its action or failure to act.


 


(c)                  Anything
in this Section 3.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction
and discharge with respect to the Debt Securities, or for any other reason, pay, or direct any Paying Agent to pay to the Trustee
all sums held in trust by the Company or any such Paying Agent, such sums to be held by the Trustee upon the same terms and conditions
herein contained.


 


(d)                  Anything
in this Section 3.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.04 is subject
to Sections 12.03 and 12.04.


 




    	 	-23-	 



     


    

 


(e)                  The
Company hereby initially appoints the Trustee to act as Paying Agent (the “Paying Agent”).


 


SECTION 3.05. Certificate to Trustee.


 


The Company will deliver
to the Trustee on or before 120 days after the end of each fiscal year, so long as Debt Securities are outstanding hereunder, a
Certificate stating that in the course of the performance by the signers of their duties as officers of the Company they would
normally have knowledge of any default by the Company in the performance of any covenants of the Company contained herein, stating
whether or not they have knowledge of any such default and, if so, specifying each such default of which the signers have knowledge
and the nature thereof.


 


SECTION 3.06. Additional Interest.


 


If and for so long as
the Trust is the holder of all Debt Securities and is subject to or otherwise required to pay, or is required to withhold from
distributions to holders of Trust Securities, any additional taxes (including withholding taxes), duties, assessments or other
governmental charges as a result of a Tax Event, the Company will pay such additional amounts (the “Additional Interest”)
on the Debt Securities as shall be required so that the net amounts received and retained by the Trust for distribution to holders
of Trust Securities after paying all taxes (including withholding taxes), duties, assessments or other governmental charges will
be equal to the amounts the Trust would have received and retained for distribution to holders of Trust Securities after paying
all taxes (including withholding taxes on distributions to holders of Trust Securities), duties, assessments or other governmental
charges if no such additional taxes, duties, assessments or other governmental charges had been imposed. Whenever in this Indenture
or the Debt Securities there is a reference in any context to the payment of principal of or premium, if any, or interest on the
Debt Securities, such mention shall be deemed to include mention of payments of the Additional Interest provided for in this paragraph
to the extent that, in such context, Additional Interest is, was or would be payable in respect thereof pursuant to the provisions
of this paragraph and express mention of the payment of Additional Interest (if applicable) in any provisions hereof shall not
be construed as excluding Additional Interest in those provisions hereof where such express mention is not made; provided,
however, that, notwithstanding anything to the contrary contained in this Indenture or any Debt Security, the deferral of
the payment of interest during an Extension Period pursuant to Section 2.11 shall not defer the payment of any Additional Interest
that may be due and payable.


 


SECTION 3.07. Compliance with Consolidation Provisions.


 


The Company will not,
while any of the Debt Securities remain outstanding, consolidate with, or merge into any other Person, or merge into itself, or
sell, convey, transfer or otherwise dispose of all or substantially all of its property or capital stock to any other Person unless
the provisions of Article XI hereof are complied with.


 




    	 	-24-	 



     


    




 


SECTION 3.08. Limitation on Dividends.


 


If Debt Securities
are initially issued to the Trust or a trustee of such Trust in connection with the issuance of Trust Securities by the Trust
(regardless of whether Debt Securities continue to be held by such Trust) and (i) there shall have occurred and be continuing
an Event of Default, (ii) the Company shall be in default with respect to its payment of any obligations under the Capital
Securities Guarantee or (iii) the Company shall have given notice of its election to defer payments of interest on the Debt
Securities by extending the interest distribution period as provided herein and such period, or any extension thereof, shall
have commenced and be continuing, then the Company may not (A) declare or pay any dividends or distributions on, or redeem,
purchase, acquire, or make a liquidation payment with respect to, any of the Company’s capital stock or (B) make any payment
of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that
rank pari passu in all respects with or junior in interest to the Debt Securities or (C) make any payment under any
guarantees of the Company that rank pari passu in all respects with or junior in interest to the Capital Securities
Guarantee (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company (I) in
connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more
employees, officers, directors or consultants, (II) in connection with a dividend reinvestment or stockholder stock purchase
plan or (III) in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable
for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of (i), (ii) or
(iii) above, (b) as a result of any exchange, reclassification, combination or conversion of any class or series of the
Company’s capital stock (or any capital stock of a subsidiary of the Company) for any class or series of the Company’s
capital stock or of any class or series of the Company’s indebtedness for any class or series of the Company’s capital stock,
(c) the purchase of fractional interests in shares of the Company’s capital stock pursuant to the conversion or exchange
provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in
connection with any stockholder’s rights plan, or the issuance of rights, stock or other property under any stockholder’s
rights plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants,
options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other
rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such
stock).


 


SECTION 3.09. Covenants as to the Trust.


 


For so long
as such Trust Securities remain outstanding, the Company shall maintain 100% ownership of the Common Securities; provided, however,
that any permitted successor of the Company under this Indenture that is a U.S. Person may succeed to the Company’s ownership of
such Common Securities. The Company, as owner of the Common Securities, shall use commercially reasonable efforts to cause the
Trust (a) to remain a statutory trust, except in connection with a distribution of Debt Securities to the holders of Trust Securities
in liquidation of the Trust, the redemption of all of the Trust Securities or certain mergers, consolidations or amalgamations,
each as permitted by the Declaration, (b) to otherwise continue to be classified as a grantor trust for United States federal income
tax purposes and (c) to cause each holder of Trust Securities to be treated as owning an undivided beneficial interest in the Debt
Securities.


 




    	 	-25-	 



     


    




 


ARTICLE IV


 


LISTS AND REPORTS BY THE COMPANY AND THE
TRUSTEE


 


SECTION 4.01. Securityholders’ Lists.


 


The Company covenants
and agrees that it will furnish or cause to be furnished to the Trustee:


 


(a)          on
each regular record date for an Interest Payment Date, a list, in such form as the Trustee may reasonably require, of the names
and addresses of the Securityholders as of such record date; and


 


(b)          at
such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such
request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished;


 


except that no such lists need
be furnished under this Section 4.01 so long as the Trustee is in possession thereof by reason of its acting as Debt Security Registrar.


 


SECTION 4.02. Preservation and Disclosure of Lists.


 


(a)          The
Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of the
Securityholders (1) contained in the most recent list furnished to it as provided in Section 4.01 or (2) received by it in the
capacity of Debt Security Registrar (if so acting) hereunder. The Trustee may destroy any list furnished to it as provided in Section
4.01 upon receipt of a new list so furnished.


 


(b)          In
case three or more Securityholders (hereinafter referred to as “applicants”) apply in writing to the Trustee and furnish
to the Trustee reasonable proof that each such applicant has owned a Debt Security for a period of at least six months preceding
the date of such application, and such application states that the applicants desire to communicate with other Securityholders
with respect to their rights under this Indenture or under such Debt Securities and is accompanied by a copy of the form of proxy
or other communication which such applicants propose to transmit, then the Trustee shall within five Business Days after the receipt
of such application, at the election of the Company, either:


 


(1)         afford
such applicants access to the information preserved at the time by the Trustee in accordance with the provisions of subsection
(a) of this Section 4.02, or


 


(2)         inform
such applicants as to the approximate number of Securityholders whose names and addresses appear in the information preserved at
the time by the Trustee in accordance with the provisions of subsection (a) of this Section 4.02, and as to the approximate cost
of mailing to such Securityholders the form of proxy or other communication, if any, specified in such application.


 




    	 	-26-	 



     


    

  


If the Trustee shall
elect not to afford such applicants access to such information, the Trustee shall, upon the written request of such applicants,
mail to each Securityholder whose name and address appear in the information preserved at the time by the Trustee in accordance
with the provisions of subsection (a) of this Section 4.02 a copy of the form of proxy or other communication which is specified
in such request with reasonable promptness after a tender to the Trustee of the material to be mailed and of payment, or provision
for the payment, of the reasonable expenses of mailing, unless within five days after such tender, the Trustee shall mail to such
applicants, and file with the Securities and Exchange Commission, if permitted or required by applicable law, together with a copy
of the material to be mailed, a written statement of the Company to the effect that, in the opinion of the Trustee, such mailing
would be contrary to the best interests of the holders of all Debt Securities, as the case may be, or would be in violation of
applicable law. Such written statement shall specify the basis of such opinion. If said Commission, as permitted or required by
applicable law, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an
order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections,
said Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall
enter an order so declaring, the Trustee shall mail copies of such material to all such Securityholders with reasonable promptness
after the entry of such order and the renewal of such tender; otherwise the Trustee shall be relieved of any obligation or duty
to such applicants respecting their application.


 


(c)          Each
and every Securityholder, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor
the Trustee nor any Paying Agent shall be held accountable by reason of the disclosure of any such information as to the names
and addresses of the Securityholders in accordance with the provisions of subsection (b) of this Section 4.02, regardless of the
source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under said subsection (b).


 


SECTION 4.03. Financial and Other Information.


 


The Company shall deliver to each Securityholder
(1) if the Company is not (y) subject to Section 13 or 15(d) of the Exchange Act or (z) exempt from reporting pursuant to Rule
12g3-2(b) thereunder, each Securityholder shall have the right to obtain from the Company, upon request of such Securityholder,
the information required to be provided by Rule 144A(d)(4) under the Securities Act and (2) within 30 days after the end of the
fiscal year of the Company, Form 1099 or such other annual U.S. federal income tax information statement required by the Code containing
such information with regard to the Debt Securities held by such Securityholder as is required by the Code and the income tax regulations
of the U.S. Treasury thereunder.


 




    	 	-27-	 



     


    

  


ARTICLE V


 


REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
UPON AN EVENT OF

DEFAULT


 


SECTION 5.01. Events of Default.


 


The following
events shall be “Events of Default” with respect to Debt Securities:


 


(a)          the
Company defaults in the payment of any interest upon any Debt Security when it becomes due and payable (unless the Company has
elected and may defer interest payments pursuant to Section 2.11), and continuance of such default for a period of 30 days; for
the avoidance of doubt, an extension of any interest distribution period by the Company in accordance with Section 2.11 of this
Indenture shall not constitute a default under this clause 5.01(a); or


 


(b)          the
Company defaults in the payment of all or any part of the principal of (or premium, if any, on) any Debt Securities as and when
the same shall become due and payable either at maturity, upon redemption, by declaration of acceleration pursuant to Section 5.01
of this Indenture or otherwise; or


 


(c)          the
Company defaults in the payment of any interest upon any Debt Security when it becomes due and payable following the nonpayment
of any such interest for 20 or more consecutive quarterly periods; or


 


(d)          the
Company defaults in the performance of, or breaches, any of its covenants or agreements in Sections 3.06, 3.07, 3.08 or 3.09 of
this Indenture (other than a covenant or agreement a default in whose performance or whose breach is elsewhere in this Section
specifically dealt with), and continuance of such default or breach for a period of 30 days after there has been given, by registered
or certified mail, to the Company by the Trustee or to the Company and the Trustee by the holders of not less than 25% in aggregate
principal amount of the outstanding Debt Securities, a written notice specifying such default or breach and requiring it to be
remedied and stating that such notice is a “Notice of Default” hereunder; or


 


(e)          a
court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Company in an involuntary
case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoints a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) of the Company or for any substantial part of its property, or
orders the winding-up or liquidation of its affairs and such decree or order shall remain unstayed and in effect for a period of
90 consecutive days; or


 


(f)          the
Company shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect,
shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment
of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the
Company or of any substantial part of its property, or shall make any general assignment for the benefit of creditors, or shall
fail generally to pay its debts as they become due; or


 




    	 	-28-	 



     


    

  


(g)          the
Trust shall have voluntarily or involuntarily liquidated, dissolved, wound-up its business or otherwise terminated its existence
except in connection with (1) the distribution of the Debt Securities to holders of the Trust Securities in liquidation of their
interests in the Trust, (2) the redemption of all of the outstanding Trust Securities or (3) certain mergers, consolidations or
amalgamations, each as permitted by the Declaration.


 


If an Event
of Default specified under clause (c) of this Section 5.01 occurs and is continuing with respect to the Debt Securities, then,
and in each and every such case, unless the principal of the Debt Securities shall have already become due and payable, either
the Trustee or the holders of not less than 25% in aggregate principal amount of the Debt Securities then outstanding hereunder,
by notice in writing to the Company (and to the Trustee if given by Securityholders), may declare the entire principal of the Debt
Securities and any premium and interest accrued, but unpaid, thereon, if any, to be due and payable immediately, and upon any such
declaration the same shall become immediately due and payable. If an Event of Default specified under clause (e), (f) or (g) of
this Section 5.01 occurs, then, in each and every such case, the entire principal amount of the Debt Securities and any premium
and interest accrued, but unpaid, thereon shall ipso facto become immediately due and payable without further action. Notwithstanding
anything to the contrary in this Section 5.01, if at any time during the period in which this Indenture remains in force and effect,
the Company ceases or elects to cease to be subject to the supervision and regulations of the Federal Reserve, OTS, OCC or similar
regulatory authority overseeing bank, thrift, savings and loan or financial holding companies or similar institutions requiring
specifications for the treatment of capital similar in nature to the capital adequacy guidelines under the Federal Reserve rules
and regulations, then the first sentence of this paragraph shall be deemed to include clauses (a), (b) and (d) under this Section
5.1 as an Event of Default resulting in an acceleration of payment of the Debt Securities to the same extent as provided herein
for clause (c).


 


With respect
to clause (d) of this Section 5.01, the Company agrees that in the event of a breach by the Company of its covenants or agreements
mentioned therein, any remedy at law or in damages may prove inadequate and therefore the Company agrees that the Trustee shall
be entitled to injunctive relief against the Company in the event of any breach or threatened breach by the Company, in addition
to any other relief (including damages) available to the Trustee under this Indenture or under law.


 


The foregoing
provisions, however, are subject to the condition that if, at any time after the principal of the Debt Securities shall have been
so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered
as hereinafter provided, (i) the Company shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments
of interest upon all the Debt Securities and all payments on the Debt Securities which shall have become due otherwise than by
acceleration (with interest upon all such payments and Deferred Interest, to the extent permitted by law) and such amount as shall
be sufficient to cover reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys
and counsel, and all other amounts due to the Trustee pursuant to Section 6.06, if any, and (ii) all Events of Default under this
Indenture, other than the non-payment of the payments on Debt Securities which shall have become due by acceleration, shall have
been cured, waived or otherwise remedied as provided herein, and in each and every such case the holders of a majority in aggregate
principal amount of the Debt Securities then outstanding, by written notice to the Company and to the Trustee, may waive all defaults
and rescind and annul such declaration and its consequences, but no such waiver or rescission and annulment shall extend to or
shall affect any subsequent default or shall impair any right consequent thereon; provided, however, that if the Debt Securities
are held by the Trust or a trustee of the Trust, such waiver or rescission and annulment shall not be effective until the holders
of a majority in aggregate liquidation amount of the outstanding Capital Securities of the Trust shall have consented to such waiver
or rescission and annulment.


 




    	 	-29-	 



     


    

  


In case the
Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned
because of such rescission or annulment or for any other reason or shall have been determined adversely to the Trustee, then and
in every such case the Company, the Trustee and the Securityholders shall be restored respectively to their several positions and
rights hereunder, and all rights, remedies and powers of the Company, the Trustee and the Securityholders shall continue as though
no such proceeding had been taken.


 


SECTION 5.02. Payment of Debt Securities
on Default: Suit Therefor.


 


The Company
covenants that upon the occurrence of an Event of Default pursuant to paragraphs (c), (e), (f) or (g) of Section 5.01, and upon
demand of the Trustee, the Company will pay to the Trustee, for the benefit of the Securityholders, the whole amount that then
shall have become due and payable on all Debt Securities including Deferred Interest accrued on the Debt Securities; and, in addition
thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation
to the Trustee, its agents, attorneys and counsel, and any other amounts due to the Trustee under Section 6.06. In case the Company
shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and
unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final
decree against the Company or any other obligor on such Debt Securities and collect in the manner provided by law out of the property
of the Company or any other obligor on such Debt Securities wherever situated the moneys adjudged or decreed to be payable.


 


In case there
shall be pending proceedings for the bankruptcy or for the reorganization of the Company or any other obligor on the Debt Securities
under Bankruptcy Law, or in case a receiver or trustee shall have been appointed for the property of the Company or such other
obligor, or in the case of any other similar judicial proceedings relative to the Company or other obligor upon the Debt Securities,
or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of the
Debt Securities shall then be due and payable as therein expressed or by declaration of acceleration or otherwise and irrespective
of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.02, shall be entitled and empowered,
by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal and interest
owing and unpaid in respect of the Debt Securities and, in case of any judicial proceedings, to file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable
compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement
of all other amounts due to the Trustee under Section 6.06) and of the Securityholders allowed in such judicial proceedings relative
to the Company or any other obligor on the Debt Securities, or to the creditors or property of the Company or such other obligor,
unless prohibited by applicable law and regulations, to vote on behalf of the Securityholders in any election of a trustee or a
standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings or Person performing
similar functions in comparable proceedings, and to collect and receive any moneys or other property payable or deliverable on
any such claims, and to distribute the same after the deduction of its charges and expenses; and any receiver, assignee or trustee
in bankruptcy or reorganization is hereby authorized by each of the Securityholders to make such payments to the Trustee, and,
in the event that the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Trustee
such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor Trustee and their respective
agents, attorneys and counsel, and all other amounts due to the Trustee under Section 6.06.


 






    	 	-30-	 



     


    




 


Nothing herein
contained shall be construed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder
any plan of reorganization, arrangement, adjustment or composition affecting the Debt Securities or the rights of any holder thereof
or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding.


 


All rights of
action and of asserting claims under this Indenture, or under any of the Debt Securities, may be enforced by the Trustee without
the possession of any of the Debt Securities, or the production thereof at any trial or other proceeding relative thereto, and
any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall be for the ratable benefit of the Securityholders.


 


In any proceedings
brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee
shall be a party) the Trustee shall be held to represent all the Securityholders, and it shall not be necessary to make any Securityholders
parties to any such proceedings.


 


SECTION 5.03. Application of Moneys Collected
by Trustee.


 


Any moneys collected
by the Trustee shall be applied in the following order, at the date or dates fixed by the Trustee for the distribution of such
moneys, upon presentation of the several Debt Securities in respect of which moneys have been collected, and stamping thereon the
payment, if only partially paid, and upon surrender thereof if fully paid:


 


First: To the
payment of costs and expenses incurred by, and reasonable fees of, the Trustee, its agents, attorneys and counsel, and of all other
amounts due to the Trustee under Section 6.06;


 




    	 	-31-	 



     


    

  


Second: To the
payment of all Senior Indebtedness of the Company if and to the extent required by Article XV;


 


Third: To the
payment of the amounts then due and unpaid upon Debt Securities, in respect of which or for the benefit of which money has been
collected, ratably, without preference or priority of any kind, according to the amounts due on such Debt Securities; and


 


Fourth: The
balance, if any, to the Company.


 


SECTION 5.04. Proceedings by Securityholders.


 


No Securityholder
shall have any right to institute any suit, action or proceeding for any remedy hereunder, unless such Securityholder previously
shall have given to the Trustee written notice of an Event of Default with respect to the Debt Securities and unless the holders
of not less than 25% in aggregate principal amount of the Debt Securities then outstanding shall have given the Trustee a written
request to institute such action, suit or proceeding and shall have offered to the Trustee such reasonable indemnity as it may
require against the costs, expenses and liabilities to be incurred thereby, and the Trustee for 60 days after its receipt of such
notice, request and offer of indemnity shall have failed to institute any such action, suit or proceeding; provided, that
no Securityholder shall have any right to prejudice the rights of any other Securityholder, obtain priority or preference over
any other such Securityholder or enforce any right under this Indenture except in the manner herein provided and for the equal,
ratable and common benefit of all Securityholders.


 


Notwithstanding
any other provisions in this Indenture, however, the right of any Securityholder to receive payment of the principal of, premium,
if any, and interest on such Debt Security when due, or to institute suit for the enforcement of any such payment, shall not be
impaired or affected without the consent of such Securityholder. For the protection and enforcement of the provisions of this Section,
each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.


 


SECTION 5.05. Proceedings by Trustee.


 


 In case of
an Event of Default hereunder the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such
rights, either by suit in equity or by action at law or by proceeding in bankruptcy or otherwise, whether for the specific enforcement
of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted in this Indenture, or to
enforce any other legal or equitable right vested in the Trustee by this Indenture or by law.


 


SECTION 5.06. Remedies Cumulative and
Continuing.


 


Except as otherwise
provided in Section 2.06, all powers and remedies given by this Article V to the Trustee or to the Securityholders shall, to the
extent permitted by law, be deemed cumulative and not exclusive of any other powers and remedies available to the Trustee or the
Securityholders, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements
contained in this Indenture or otherwise established with respect to the Debt Securities, and no delay or omission of the Trustee
or of any Securityholder to exercise any right or power accruing upon any Event of Default occurring and continuing as aforesaid
shall impair any such right or power, or shall be construed to be a waiver of any such default or an acquiescence therein; and,
subject to the provisions of Section 5.04, every power and remedy given by this Article V or by law to the Trustee or to the Securityholders
may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Securityholders.


 




    	 	-32-	 



     


    

  


SECTION 5.07. Direction of Proceedings
and Waiver of Defaults by Majority of Securityholders.


 


The holders of a majority
in aggregate principal amount of the Debt Securities affected (voting as one class) at the time outstanding and, if the Debt Securities
are held by the Trust or a trustee of the Trust, the holders of a majority in aggregate liquidation amount of the outstanding
Capital Securities of the Trust shall have the right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to such Debt Securities;
provided, however, that if the Debt Securities are held by the Trust or a trustee of the Trust, such time,
method and place or such exercise, as the case may be, may not be so directed until the holders of a majority in aggregate liquidation
amount of the outstanding Capital Securities of the Trust shall have directed such time, method and place or such exercise, as
the case may be; provided, further, that (subject to the provisions of Section 6.01) the Trustee shall have the right to decline
to follow any such direction if the Trustee being advised by counsel shall determine that the action so directed would be unjustly
prejudicial to the holders not taking part in such direction or if the Trustee being advised by counsel determines that the action
or proceeding so directed may not lawfully be taken or if a Responsible Officer of the Trustee shall determine that the action
or proceedings so directed would involve the Trustee in personal liability. Prior to any declaration of acceleration, or ipso
facto acceleration, of the maturity of the Debt Securities, the holders of a majority in aggregate principal amount of the Debt
Securities at the time outstanding may on behalf of the holders of all of the Debt Securities waive (or modify any previously
granted waiver of) any past default or Event of Default and its consequences, except a default (a) in the payment of principal
of, premium, if any, or interest on any of the Debt Securities, (b) in respect of covenants or provisions hereof which cannot
be modified or amended without the consent of the holder of each Debt Security affected, or (c) in respect of the covenants contained
in Section 3.09; provided, however, that if the Debt Securities are held by the Trust or a trustee of the Trust,
such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount of the
Trust Securities of the Trust shall have consented to such waiver or modification to such waiver; provided, further,
that if the consent of the holder of each outstanding Debt Security is required, such waiver or modification to such waiver shall
not be effective until each holder of the outstanding Capital Securities of the Trust shall have consented to such waiver or modification
to such waiver. Upon any such waiver or modification to such waiver, the Default or Event of Default covered thereby shall be
deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the Securityholders shall be restored to
their former positions and rights hereunder, respectively; but no such waiver or modification to such waiver shall extend to any
subsequent or other Default or Event of Default or impair any right consequent thereon. Whenever any Default or Event of Default
hereunder shall have been waived as permitted by this Section 5.07, said Default or Event of Default shall for all purposes of
the Debt Securities and this Indenture be deemed to have been cured and to be not continuing.


 




    	 	-33-	 



     


    

  


SECTION 5.08. Notice of Defaults.


 


The Trustee
shall, within 90 days after a Responsible Officer of the Trustee shall have actual knowledge or received written notice of the
occurrence of a Default with respect to the Debt Securities, mail to all Securityholders, as the names and addresses of such Securityholders
appear upon the Debt Security Register, notice of all Defaults with respect to the Debt Securities actually known to the Trustee,
unless such defaults shall have been cured before the giving of such notice (the term “defaults” for the purpose of this
Section 5.08 being hereby defined to be the events specified in subsections (a), (b), (c), (d), (e), (f) and (g) of Section 5.01,
not including periods of grace, if any, provided for therein); provided, that, except in the case of default in the payment
of the principal of, premium, if any, or interest on any of the Debt Securities, the Trustee shall be protected in withholding
such notice if and so long as a Responsible Officer of the Trustee in good faith determines that the withholding of such notice
is in the interests of the Securityholders.


 


SECTION 5.09. Undertaking to Pay Costs.


 


All parties
to this Indenture agree, and each Securityholder by such Securityholder’s acceptance thereof shall be deemed to have agreed, that
any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any
suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable
attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims
or defenses made by such party litigant; but the provisions of this Section 5.09 shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder, or group of Securityholders, holding in the aggregate more than 10% in principal
amount of the Debt Securities (or, if such Debt Securities are held by the Trust or a trustee of the Trust, more than 10% in liquidation
amount of the outstanding Capital Securities), to any suit instituted by any Securityholder for the enforcement of the payment
of the principal of (or premium, if any) or interest on any Debt Security against the Company on or after the same shall have become
due and payable, or to any suit instituted in accordance with Section 14.12.


 


ARTICLE VI


CONCERNING THE TRUSTEE


 


SECTION 6.01. Duties and Responsibilities
of Trustee.


 


With respect
to the holders of Debt Securities issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to
the Debt Securities and after the curing or waiving of all Events of Default which may have occurred, with respect to the Debt
Securities, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an
Event of Default with respect to the Debt Securities has occurred (which has not been cured or waived), the Trustee shall exercise
such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.


 




    	 	-34-	 



     


    

  


No provision
of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct, except that:


 


(a)          prior
to the occurrence of an Event of Default with respect to the Debt Securities and after the curing or waiving of all Events of Default
which may have occurred


 


(1)         the
duties and obligations of the Trustee with respect to the Debt Securities shall be determined solely by the express provisions
of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations with respect to
the Debt Securities as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into
this Indenture against the Trustee; and


 


(2)         in
the absence of bad faith on the part of the Trustee, the 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 Trustee and conforming to the
requirements of this Indenture; but, in the case of any such certificates or opinions which by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they
conform on their face to the requirements of this Indenture;


 


(b)          the
Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers of the Trustee,
unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;


 


(c)          the
Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith, in accordance with
the direction of the Securityholders pursuant to Section 5.07, relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this
Indenture;


 


(d)          the
Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Debt Securities unless
either (1) a Responsible Officer shall have actual knowledge of such Default or Event of Default or (2) written notice of
such Default or Event of Default shall have been given to the Trustee by the Company or any other obligor on the Debt
Securities or by any Securityholder, except with respect to an Event of Default pursuant to Sections 5.01(a), 5.01(b) or
5.01(c) hereof (other than an Event of Default resulting from the default in the payment of Additional Interest or premium,
if any, if the Trustee does not have actual knowledge or written notice that such payment is due and payable), of which the
Trustee shall be deemed to have knowledge; and


 




    	 	-35-	 



     


    

  


(e)          in
the absence of bad faith on the part of the Trustee, the Trustee may seek and rely on reasonable instructions from the Company.


 


None of the
provisions contained in this Indenture shall require the 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.


 


SECTION 6.02. Reliance on Documents,
Opinions, etc.


 


Except as otherwise
provided in Section 6.01:


 


(a)          the
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, consent, order, bond, note, debenture or other paper or document believed
by it in good faith to be genuine and to have been signed or presented by the proper party or parties;


 


(b)          any
request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officers’ Certificate
(unless other evidence in respect thereof be herein specifically prescribed); and any Board Resolution may be evidenced to the
Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company;


 


(c)          the
Trustee may consult with counsel of its selection and any advice or Opinion of Counsel 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 of Counsel;


 


(d)          the
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order
or direction of any of the Securityholders, pursuant to the provisions of this Indenture, unless such Securityholders shall have
offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein
or thereby;


 


(e)          the
Trustee shall not be liable for any action taken or omitted by it in good faith and reasonably believed by it to be authorized
or within the discretion or rights or powers conferred upon it by this Indenture; nothing contained herein shall, however, relieve
the Trustee of the obligation, upon the occurrence of an Event of Default with respect to the Debt Securities (that has not been
cured or waived) to exercise with respect to the Debt Securities such of the rights and powers vested in it by this Indenture,
and to use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances
in the conduct of such person’s own affairs;


 


(f)          the
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, coupon or other paper or document, unless
requested in writing to do so by the holders of not less than a majority in aggregate principal amount of the outstanding Debt
Securities affected thereby; provided, however, that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee,
not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable
indemnity against such expense or liability as a condition to so proceeding; and


 




    	 	-36-	 



     


    

  


(g)           the Trustee
may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents (including
any Authenticating Agent) or attorneys, and the Trustee shall not be responsible for any misconduct or negligence on the part of
any such agent or attorney appointed by it with due care.


 


SECTION 6.03. No Responsibility for Recitals,
etc.


 


The recitals
contained herein and in the Debt Securities (except in the certificate of authentication of the Trustee or the Authenticating Agent)
shall be taken as the statements of the Company and the Trustee and the Authenticating Agent assume no responsibility for the correctness
of the same. The Trustee and the Authenticating Agent make no representations as to the validity or sufficiency of this Indenture
or of the Debt Securities. The Trustee and the Authenticating Agent shall not be accountable for the use or application by the
Company of any Debt Securities or the proceeds of any Debt Securities authenticated and delivered by the Trustee or the Authenticating
Agent in conformity with the provisions of this Indenture.


 


SECTION 6.04. Trustee, Authenticating
Agent, Paying Agents, Transfer Agents or Registrar May Own Debt Securities.


 


The Trustee
or any Authenticating Agent or any Paying Agent or any transfer agent or any Debt Security Registrar, in its individual or any
other capacity, may become the  owner or pledgee of Debt Securities with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, transfer agent or Debt Security Registrar.


 


SECTION 6.05. Moneys to be Held in Trust.


 


Subject to the
provisions of Section 12.04, all moneys received by the Trustee or any Paying Agent shall, until used or applied as herein provided,
be held in trust for the purpose for which they were received, but need not be segregated from other funds except to the extent
required by law. The Trustee and any Paying Agent shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed in writing with the Company. So long as no Event of Default shall have occurred and be continuing, all
interest allowed on any such moneys, if any, shall be paid from time to time to the Company upon the written order of the Company,
signed by the Chairman of the Board of Directors, the President, the Chief Operating Officer, a Vice President, the Treasurer or
an Assistant Treasurer of the Company.


 




    	 	-37-	 



     


    

  


SECTION 6.06. Compensation and Expenses
of Trustee.


 


Other than as
provided in the Fee Agreement of even date herewith among Wells Fargo Delaware Trust Company, the Trustee and the Company, the
Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as
shall be agreed to in writing between the Company and the Trustee (which shall not be limited by any provision of law in regard
to the compensation of a trustee of an express trust), and the Company will pay or reimburse the Trustee upon its written request
for all documented reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the
provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel
and of all Persons not regularly in its employ) except any such expense, disbursement or advance that arises from its negligence,
willful misconduct or bad faith. The Company also covenants to indemnify each of the Trustee (including in its individual capacity)
and any predecessor Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any and all
loss, damage, claim, liability or expense including taxes (other than taxes based on the income of the Trustee), except to the
extent such loss, damage, claim, liability or expense results from the negligence, willful misconduct or bad faith of such indemnitee,
arising out of or in connection with the acceptance or administration of this Trust, including the costs and expenses of defending
itself against any claim or liability in the premises. The obligations of the Company under this Section 6.06 to compensate and
indemnify the Trustee and to pay or reimburse the Trustee for documented expenses, disbursements and advances shall constitute
additional indebtedness hereunder. Such additional indebtedness shall be secured by (and the Company hereby grants and pledges
to the Trustee) a lien prior to that of the Debt Securities upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the benefit of the holders of particular Debt Securities.


 


Without prejudice
to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection
with an Event of Default specified in subsections (e), (f) or (g) of Section 5.01, the expenses (including the reasonable charges
and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under
any applicable federal or state bankruptcy, insolvency or other similar law.


 


The provisions
of this Section shall survive the resignation or removal of the Trustee and the defeasance or other termination of this Indenture.


 


Notwithstanding
anything in this Indenture or any Debt Security to the contrary, the Trustee shall have no obligation whatsoever to advance funds
to pay any principal of or interest on or other amounts with respect to the Debt Securities or otherwise advance funds to or on
behalf of the Company.


 


SECTION 6.07. Officers’ Certificate as
Evidence.


 


Except as otherwise
provided in Sections 6.01 and 6.02, whenever in the administration of the provisions of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless
other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence, willful misconduct or bad
faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers’ Certificate delivered to
the Trustee, and such certificate, in the absence of negligence, willful misconduct or bad faith on the part of the Trustee, shall
be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.


 




    	 	-38-	 



     


    

  


SECTION 6.08. Eligibility of Trustee.


 


The Trustee
hereunder shall at all times be a U.S. Person that is a banking corporation or national banking association organized and doing
business under the laws of the United States of America or any state thereof or of the District of Columbia and 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, or District of Columbia authority. If such corporation or national
banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising
or examining authority, then for the purposes of this Section 6.08 the combined capital and surplus of such corporation or national
banking association shall be deemed to be its combined capital and surplus as set forth in its most recent records of condition
so published.


 


The Company
may not, nor may any Person directly or indirectly controlling, controlled by, or under common control with the Company, serve
as Trustee, notwithstanding that such corporation or national banking association shall be otherwise eligible and qualified under
this Article.


 


In case at any
time the Trustee shall cease to be eligible in accordance with the provisions of this Section 6.08, the Trustee shall resign immediately
in the manner and with the effect specified in Section 6.09.


 


If the Trustee
has or shall acquire any “conflicting interest” within the meaning of § 310 (b) of the Trust Indenture Act, the
Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to this Indenture.


 


SECTION 6.09. Resignation or Removal
of Trustee, Calculation Agent, Paying Agent or Debt Security Registrar.


 


(a)          The
Trustee, or any trustee or trustees hereafter appointed, the Calculation Agent, the Paying Agent and any Debt Security Registrar
may at any time resign by giving written notice of such resignation to the Company and by mailing notice thereof, at the Company’s
expense, to the Securityholders at their addresses as they shall appear on the Debt Security Register. Upon receiving such notice
of resignation, the Company shall promptly appoint a successor or successors by written instrument, in duplicate, executed by order
of its Board of Directors, one copy of which instrument shall be delivered to the resigning party and one copy to the successor.
If no successor shall have been so appointed and have accepted appointment within 30 days after the mailing of such notice of resignation
to the affected Securityholders, the resigning party may, at the Company’s expense, petition any court of competent jurisdiction
for the appointment of a successor, or any Securityholder who has been a bona fide holder of a Debt Security or Debt Securities
for at least six months may, subject to the provisions of Section 5.09, on behalf of himself or herself and all others similarly
situated, petition any such court for the appointment of a successor. Such court may thereupon, after such notice, if any, as it
may deem proper and prescribe, appoint a successor.


 




    	 	-39-	 



     


    

  


(b)          In
case at any time any of the following shall occur:


 


(1)         the
Trustee shall fail to comply with the provisions of the last paragraph of Section 6.08 after written request therefor by
the Company or by any Securityholder who has been a bona fide holder of a Debt Security or Debt Securities for at least six
months,


 


(2)         the
Trustee shall cease to be eligible in accordance with the provisions of Section 6.08 and shall fail to resign after
written request therefor by the Company or by any such Securityholder, or


 


(3)         the
Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of
its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation,


 


then, in any
such case, the Company may remove the Trustee and appoint a successor Trustee by written instrument, in duplicate, executed
by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to
the successor Trustee, or, subject to the provisions of Section 5.09, if no successor Trustee shall have been so appointed
and have accepted appointment within 30 days of the occurrence of any of (1), (2) or (3) above, the Trustee or any
Securityholder who has been a bona fide holder of a Debt Security or Debt Securities for at least six months may, on behalf
of himself or herself and all others similarly situated, petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee. Such court may thereupon, after such notice, if any, as it may deem
proper and prescribe, remove the Trustee and appoint a successor Trustee.


 


(c)          Upon
prior written notice to the Company and the Trustee, the holders of a majority in aggregate principal amount of the Debt Securities
at the time outstanding may at any time remove the Trustee and nominate a successor Trustee, which shall be deemed appointed as
successor Trustee unless within ten Business Days after such nomination the Company objects thereto, in which case or in the case
of a failure by such Securityholders to nominate a successor Trustee, the Trustee so removed or any Securityholder, upon the terms
and conditions and otherwise as in subsection (a) of this Section 6.09 provided, may petition any court of competent jurisdiction
for an appointment of a successor.


 


(d)          Any
resignation or removal of the Trustee, the Calculation Agent, the Paying Agent and any Debt Security Registrar and appointment
of a successor pursuant to any of the provisions of this Section 6.09 shall become effective upon acceptance of appointment by
the successor as provided in Section 6.10.


 




    	 	-40-	 



     


    

  


SECTION 6.10. Acceptance by Successor.


 


Any successor
Trustee, Calculation Agent, Paying Agent or Debt Security Registrar appointed as provided in Section 6.09 shall execute, acknowledge
and deliver to the Company and to its predecessor an instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the retiring party shall become effective and such successor, without any further act, deed or conveyance, shall
become vested with all the rights, powers, duties and obligations with respect to the Debt Securities of its predecessor hereunder,
with like effect as if originally named herein; but, nevertheless, on the written request of the Company or of the successor, the
party ceasing to act shall, upon payment of the amounts then due it pursuant to the provisions of Section 6.06, execute and deliver
an instrument transferring to such successor all the rights and powers of the party so ceasing to act and shall duly assign, transfer
and deliver to such successor all property and money held by such retiring party hereunder. Upon reasonable request of any such
successor, the Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming
to such successor all such rights and powers. Any party ceasing to act shall, nevertheless, retain a lien upon all property or
funds held or collected to secure any amounts then due it pursuant to the provisions of Section 6.06.


 


If a successor
Trustee is appointed, the Company, the retiring Trustee and the successor Trustee shall execute and deliver an indenture supplemental
hereto which shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Debt Securities as to which the predecessor Trustee is not retiring shall
continue to be vested in the predecessor Trustee, and shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the Trust hereunder by more than one Trustee, it being understood
that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each
such Trustee shall be Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered
by any other such Trustee.


 


No successor
Trustee shall accept appointment as provided in this Section 6.10 unless at the time of such acceptance such successor Trustee
shall be eligible and qualified under the provisions of Section 6.08.


 


In no event
shall a retiring Trustee, Calculation Agent, Paying Agent or Debt Security Registrar be liable for the acts or omissions of any
successor hereunder.


 


Upon acceptance
of appointment by a successor Trustee, Calculation Agent, Paying Agent or Debt Security Registrar as provided in this Section 6.10,
the Company shall mail notice of the succession to the Securityholders at their addresses as they shall appear on the Debt Security
Register. If the Company fails to mail such notice within ten Business Days after the acceptance of appointment by the successor,
the successor shall cause such notice to be mailed at the expense of the Company.


 


SECTION 6.11. Succession by Merger,
etc.


 


Any Person into
which the Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any Person succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder without the execution or filing of any paper or any further
act on the part of any of the parties hereto; provided, that such Person shall be otherwise eligible and qualified under
this Article.


 




    	 	-41-	 



     


    

  


In case at the
time such successor to the Trustee shall succeed to the trusts created by this Indenture any of the Debt Securities shall have
been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor
Trustee, and deliver such Debt Securities so authenticated; and in case at that time any of the Debt Securities shall not have
been authenticated, any successor to the Trustee may authenticate such Debt Securities either in the name of any predecessor hereunder
or in the name of the successor Trustee; and in all such cases such certificates shall have the full force which it is anywhere
in the Debt Securities or in this Indenture provided that the certificate of the Trustee shall have; provided, however,
that the right to adopt the certificate of authentication of any predecessor Trustee or authenticate Debt Securities in the name
of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.


 


SECTION 6.12. Authenticating Agents.


 


There may be
one or more Authenticating Agents appointed by the Trustee upon the request of the Company with power to act on its behalf and
subject to its direction in the authentication and delivery of Debt Securities issued upon exchange or registration of transfer
thereof as fully to all intents and purposes as though any such Authenticating Agent had been expressly authorized to authenticate
and deliver Debt Securities; provided, that the Trustee shall have no liability to the Company for any acts or omissions of the
Authenticating Agent with respect to the authentication and delivery of Debt Securities. Any such Authenticating Agent shall at
all times be a Person organized and doing business under the laws of the United States or of any state or territory thereof or
of the District of Columbia authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of
at least $50,000,000 and being subject to supervision or examination by federal, state, territorial or District of Columbia authority.
If such Person publishes reports of condition at least annually pursuant to law or the requirements of such authority, then for
the purposes of this Section 6.12 the combined capital and surplus of such Person shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to
be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein
specified in this Section.


 


Any Person into
which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any
merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any Person succeeding to all or substantially
all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder,
if such successor Person is otherwise eligible under this Section 6.12 without the execution or filing of any paper or any further
act on the part of the parties hereto or such Authenticating Agent.


 


Any Authenticating
Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any
time terminate the agency of any Authenticating Agent with respect to the Debt Securities by giving written notice of termination
to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in
case at any time any Authenticating Agent shall cease to be eligible under this Section 6.12, the Trustee may, and upon the request
of the Company shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.12, shall give written notice
of such appointment to the Company and shall mail notice of such appointment to all Securityholders as the names and addresses
of such Securityholders appear on the Debt Security Register. Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debt Securities of its predecessor
hereunder, with like effect as if originally named as Authenticating Agent herein.


 




    	 	-42-	 



     


    

  


Other than as provided
in the Fee Agreement of even date herewith among Wells Fargo Delaware Trust Company, the Company and the Trustee, the Company agrees
to pay to any Authenticating Agent from time to time reasonable compensation for its services. Any Authenticating Agent shall have
no responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee and shall receive
such reasonable indemnity as it may require against the costs, expenses and liabilities incurred in furtherance of its duties under
this Section 6.12.


 


ARTICLE VII


 


CONCERNING THE SECURITYHOLDERS


 


SECTION 7.01. Action by Securityholders.


 


Whenever in this Indenture
it is provided that the holders of a specified percentage in aggregate principal amount of the Debt Securities or aggregate Liquidation
Amount of the Capital Securities may take any action (including the making of any demand or request, the giving of any notice,
consent or waiver or the taking of any other action), the fact that at the time of taking any such action the holders of such specified
percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by
such Securityholders or holders of Capital Securities, as the case may be, in person or by agent or proxy appointed in writing,
or (b) by the record of such Securityholders voting in favor thereof at any meeting of such Securityholders duly called and held
in accordance with the provisions of Article VIII or of such holders of Capital Securities duly called and held in accordance with
the provisions of the Declaration, or (c) by a combination of such instrument or instruments and any such record of such a meeting
of such Securityholders or holders of Capital Securities, as the case may be, or (d) by any other method the Trustee deems satisfactory.


 


If the Company shall
solicit from the Securityholders any request, demand, authorization, direction, notice, consent, waiver or other action or revocation
of the same, the Company may, at its option, as evidenced by an Officers’ Certificate, fix in advance a record date for
such Debt Securities for the determination of Securityholders entitled to give such request, demand, authorization, direction,
notice, consent, waiver or other action or revocation of the same, but the Company shall have no obligation to do so. If such
a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other action or revocation
of the same may be given before or after the record date, but only the Securityholders of record at the close of business on the
record date shall be deemed to be Securityholders for the purposes of determining whether holders of the requisite proportion
of outstanding Debt Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice,
consent, waiver or other action or revocation of the same, and for that purpose the outstanding Debt Securities shall be computed
as of the record date; provided, however, that no such authorization, agreement or consent by such Securityholders
on the record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not
later than six months after the record date.


 




    	 	-43-	 



     


    

  


SECTION 7.02. Proof of Execution by Securityholders.


 


Subject to the
provisions of Sections 6.01, 6.02 and 8.05, proof of the execution of any instrument by a Securityholder or such Securityholder’s
agent or proxy shall be sufficient if made in accordance with such reasonable rules and regulations as may be prescribed by the
Trustee or in such manner as shall be satisfactory to the Trustee. The ownership of Debt Securities shall be proved by the Debt
Security Register or by a certificate of the Debt Security Registrar. The Trustee may require such additional proof of any matter
referred to in this Section as it shall deem necessary.


 


The record of
any Securityholders’ meeting shall be proved in the manner provided in Section 8.06.


 


SECTION 7.03. Who Are Deemed Absolute
Owners.


 


Prior to due
presentment for registration of transfer of any Debt Security, the Company, the Trustee, any Authenticating Agent, any Paying Agent,
any transfer agent and any Debt Security Registrar may deem the Person in whose name such Debt Security shall be registered upon
the Debt Security Register to be, and may treat such Person as, the absolute owner of such Debt Security (whether or not such Debt
Security shall be overdue) for the purpose of receiving payment of or on account of the principal of, premium, if any, and interest
on such Debt Security and for all other purposes; and neither the Company nor the Trustee nor any Authenticating Agent nor any
Paying Agent nor any transfer agent nor any Debt Security Registrar shall be affected by any notice to the contrary. All such payments
so made to any Securityholder for the time being or upon such Securityholder’s order shall be valid, and, to the extent of the
sum or sums so paid, effectual to satisfy and discharge the liability for moneys payable upon any such Debt Security.


 


SECTION 7.04. Debt Securities Owned by
Company Deemed Not Outstanding.


 


In determining
whether the holders of the requisite aggregate principal amount of Debt Securities have concurred in any direction, consent or
waiver under this Indenture, Debt Securities which are owned by the Company or any other obligor on the Debt Securities or by any
Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company (other than
the Trust) or any other obligor on the Debt Securities shall be disregarded and deemed not to be outstanding for the purpose of
any such determination; provided, that for the purposes of determining whether the Trustee shall be protected in relying
on any such direction, consent or waiver, only Debt Securities which a Responsible Officer of the Trustee actually knows are so
owned shall be so disregarded. Debt Securities so owned which have been pledged in good faith may be regarded as outstanding for
the purposes of this Section 7.04 if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right to vote
such Debt Securities and that the pledgee is not the Company or any such other obligor or Person directly or indirectly controlling
or controlled by or under direct or indirect common control with the Company or any such other obligor. In the case of a dispute
as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee.


 




    	 	-44-	 



     


    

  


SECTION 7.05. Revocation of Consents:
Future Securityholders Bound.


 


At any time
prior to (but not after) the evidencing to the Trustee, as provided in Section 7.01, of the taking of any action by the holders
of the percentage in aggregate principal amount of the Debt Securities specified in this Indenture in connection with such action,
any Securityholder (in cases where no record date has been set pursuant to Section 7.01) or any holder as of an applicable record
date (in cases where a record date has been set pursuant to Section 7.01) of a Debt Security (or any Debt Security issued in whole
or in part in exchange or substitution therefor) the serial number of which is shown by the evidence to be included in the Debt
Securities the holders of which have consented to such action may, by filing written notice with the Trustee at the Principal Office
of the Trustee and upon proof of holding as provided in Section 7.02, revoke such action so far as concerns such Debt Security
(or so far as concerns the principal amount represented by any exchanged or substituted Debt Security). Except as aforesaid any
such action taken by the holder of any Debt Security shall be conclusive and binding upon such Securityholder and upon all future
holders and owners of such Debt Security, and of any Debt Security issued in exchange or substitution therefor or on registration
of transfer thereof, irrespective of whether or not any notation in regard thereto is made upon such Debt Security or any Debt
Security issued in exchange or substitution therefor.


 


ARTICLE VIII


 


SECURITYHOLDERS’ MEETINGS


 


SECTION 8.01. Purposes of Meetings.


 


A meeting of
Securityholders may be called at any time and from time to time pursuant to the provisions of this Article VIII for any of the
following purposes:


 


(a)          to
give any. notice to the Company or to the Trustee, or to give any directions to the Trustee, or to consent to the waiving of any
default hereunder and its consequences, or to take any other action authorized to be taken by Securityholders pursuant to any of
the provisions of Article V;


 


(b)          to
remove the Trustee and nominate a successor trustee pursuant to the provisions of Article VI;


 


(c)          to
consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 9.02; or


 


(d)          to
take any other action authorized to be taken by or on behalf of the holders of any specified aggregate principal amount of
such Debt Securities under any other provision of this Indenture or under applicable law.


 




    	 	-45-	 



     


    

  


SECTION 8.02. Call of Meetings by Trustee.


 


The Trustee
may at any time call a meeting of Securityholders to take any action specified in Section 8.01, to be held at such time and at
such place in Wilmington, Delaware as the Trustee shall determine. Notice of every meeting of the Securityholders, setting forth
the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be mailed to
Securityholders affected at their addresses as they shall appear on the Debt Securities Register. Such notice shall be mailed not
less than 20 nor more than 180 days prior to the date fixed for the meeting.


 


SECTION 8.03. Call of Meetings by Company
or Securityholders.


 


In case at any
time the Company pursuant to a Board Resolution, or the holders of at least 10% in aggregate principal amount of the Debt Securities,
as the case may be, then outstanding, shall have requested the Trustee to call a meeting of Securityholders, by written request
setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have mailed the notice
of such meeting within 20 days after receipt of such request, then the Company or such Securityholders may determine the time and
the place for such meeting and may call such meeting to take any action authorized in Section 8.01, by mailing notice thereof as
provided in Section 8.02.


 


SECTION 8.04. Qualifications for Voting.


 


To be entitled
to vote at any meeting of Securityholders a Person shall be (a) a holder of one or more Debt Securities with respect to which the
meeting is being held or (b) a Person appointed by an instrument in writing as proxy by a holder of one or more such Debt Securities.
The only Persons who shall be entitled to be present or to speak at any meeting of Securityholders shall be the Persons entitled
to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.


 


SECTION 8.05. Regulations.


 


Notwithstanding
any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting
of Securityholders, in regard to proof of the holding of Debt Securities and of the appointment of proxies, and in regard to the
appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the
right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate.


 


The Trustee
shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the
Company or by Securityholders as provided in Section 8.03, in which case the Company or the Securityholders calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting
shall be elected by majority vote at the meeting.


 




    	 	-46-	 



     


    

  


Subject to the provisions
of Section 7.04, at any meeting each Securityholder with respect to which such meeting is being held or proxy therefor shall be
entitled to one vote for each $1,000 principal amount of Debt Securities held or represented by such Securityholder; provided,
however, that no vote shall be cast or counted at any meeting in respect of any Debt Security challenged as not outstanding
and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to vote other
than by virtue of Debt Securities held by such chairman or instruments in writing as aforesaid duly designating such chairman
as the Person to vote on behalf of other Securityholders. Any meeting of Securityholders duly called pursuant to the provisions
of Section 8.02 or 8.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum,
and the meeting may be held as so adjourned without further notice.


 


SECTION 8.06. Voting.


 


The vote upon
any resolution submitted to any meeting of Securityholders with respect to which such meeting is being held shall be by written
ballots on which shall be subscribed the signatures of such Securityholders or of their representatives by proxy and the serial
number or numbers of the Debt Securities held or represented by them. The permanent chairman of the meeting shall appoint two inspectors
of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary
of the meeting their verified written reports in triplicate of all votes cast at the meeting. A record in duplicate of the proceedings
of each meeting of Securityholders shall be prepared by the secretary of the meeting and there shall be attached to said record
the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more Persons having
knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was mailed as provided in
Section 8.02. The record shall show the serial numbers of the Debt Securities voting in favor of or against any resolution. The
record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one of the duplicates
shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee, the latter to have attached thereto
the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated.


 


SECTION 8.07. Quorum; Actions.


 


The Persons
entitled to vote a majority in outstanding principal amount of the Debt Securities shall constitute a quorum for a meeting of Securityholders;
provided, however, that if any action is to be taken at such meeting with respect to a consent, waiver, request,
demand, notice, authorization, direction or other action which may be given by the holders of not less than a specified percentage
in outstanding principal amount of the Debt Securities, the Persons holding or representing such specified percentage in outstanding
principal amount of the Debt Securities will constitute a quorum. In the absence of a quorum within 30 minutes of the time appointed
for any such meeting, the meeting shall, if convened at the request of Securityholders, be dissolved. In any other case the meeting
may be adjourned for a period of not less than 10 days as determined by the permanent chairman of the meeting prior to the adjournment
of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for
a period of not less than 10 days as determined by the permanent chairman of the meeting prior to the adjournment of such adjourned
meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in Section 8.02, except that such notice
need be given only once not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of
the reconvening of an adjourned meeting shall state expressly the percentage, as provided above, of the outstanding principal amount
of the Debt Securities which shall constitute a quorum.


 




    	 	-47-	 



     


    

  


Except as limited by
the proviso in the first paragraph of Section 9.02, any resolution presented to a meeting or adjourned meeting duly reconvened
at which a quorum is present as aforesaid may be adopted by the affirmative vote of the holders of not less than a majority in
outstanding principal amount of the Debt Securities; provided, however, that, except as limited by the proviso
in the first paragraph of Section 9.02, any resolution with respect to any consent, waiver, request, demand, notice, authorization,
direction or other action that this Indenture expressly provides may be given by the holders of not less than a specified percentage
in outstanding principal amount of the Debt Securities may be adopted at a meeting or an adjourned meeting duly reconvened and
at which a quorum is present as aforesaid only by the affirmative vote of the holders of not less than such specified percentage
in outstanding principal amount of the Debt Securities.


 


Any resolution
passed or decision taken at any meeting of Securityholders duly held in accordance with this Section shall be binding on all the
Securityholders, whether or not present or represented at the meeting.


 


SECTION 8.08. Written Consent Without
a Meeting.


 


Whenever under
this Indenture, Securityholders are required or permitted to take any action by vote, such action may be taken without a meeting
on written consent, setting forth the action so taken, signed by the Securityholders of all outstanding Debt Securities entitled
to vote thereon. No consent shall be effective to take the action referred to therein unless, within sixty days of the earliest
dated consent delivered in the manner required by this paragraph to the Trustee, written consents signed by a sufficient number
of Securityholders to take action are delivered to the Trustee at its Principal Office. Delivery made to the Trustee at its Principal
Office, shall be by hand or by certificated or registered mail, return receipt requested. Written consent thus given by the Securityholders
of such number of Debt Securities as is required hereunder, shall have the same effect as a valid vote of Securityholders of such
number of Debt Securities.


 


ARTICLE IX


 


SUPPLEMENTAL INDENTURES


 


SECTION 9.01. Supplemental Indentures
without Consent of Securityholders.


 


The Company,
when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures
supplemental hereto, without the consent of the Securityholders, for one or more of the following purposes:


 


(a)          to
evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person
of the covenants, agreements and obligations of the Company, pursuant to Article XI hereof;


 




    	 	-48-	 



     


    

  


(b)          to
add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Securityholders
as the Board of Directors shall consider to be for the protection of such Securityholders, and to make the occurrence, or the
occurrence and continuance, of a Default in any of such additional covenants, restrictions or conditions a Default or an Event
of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however,
that in respect of any such additional covenant, restriction or condition such supplemental indenture may provide for a particular
period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide
for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default;


 


(c)          to
cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective
or inconsistent with any other provision contained herein or in any supplemental indenture, or to make or amend such other provisions
in regard to matters or questions arising under this Indenture; provided, that any such action shall not adversely affect
the interests of the Securityholders;


 


(d)          to
add to, delete from, or revise the terms of Debt Securities, including, without limitation, any terms relating to the issuance,
exchange, registration or transfer of Debt Securities, including to provide for transfer procedures and restrictions substantially
similar to those applicable to the Capital Securities, as required by Section 2.05 (for purposes of assuring that no registration
of Debt Securities is required under the Securities Act of 1933, as amended); provided, that any such action shall not adversely
affect the interests of the holders of the Debt Securities then outstanding (it being understood, for purposes of this proviso,
that transfer restrictions on Debt Securities substantially similar to those applicable to Capital Securities shall not be deemed
to adversely affect the Securityholders);


 


(e)          to
evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debt Securities and
to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.10;


 


(f)          to
make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder
in any material respect; or


 


(g)          to
provide for the issuance of and establish the form and terms and conditions of the Debt Securities, to establish the form of any
certifications required to be furnished pursuant to the terms of this Indenture or the Debt Securities, or to add to the rights
of the Securityholders.


 


The Trustee
is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate
agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property
thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which
affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.


 




    	 	-49-	 



     


    

  


Any supplemental
indenture authorized by the provisions of this Section 9.01 may be executed by the Company and the Trustee without the consent
of the Securityholders at the time outstanding, notwithstanding any of the provisions of Section 9.02.


 


SECTION 9.02. Supplemental Indentures
with Consent of Securityholders.


 


With the consent
(evidenced as provided in Section 7.01) of the holders of not less than a majority in aggregate principal amount of the Debt Securities
at the time outstanding affected by such supplemental indenture, the Company, when authorized by a Board Resolution, and the Trustee
may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions
of the Trust Indenture Act, then in  effect, applicable to indentures qualified thereunder) for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying
in any manner the rights of the Securityholders; provided, however, that no such supplemental indenture shall without
such consent of the holders of each Debt Security then outstanding and affected thereby (i) change the Maturity Date of any Debt
Security, or reduce the principal amount thereof or any premium thereon, or reduce the rate (or manner of calculation of the rate)
or extend the time of payment of interest thereon, or reduce (other than as a result of the maturity or earlier redemption of any
such Debt Security in accordance with the terms of this Indenture and such Debt Security) or increase the aggregate principal amount
of Debt Securities then outstanding, or change any of the redemption provisions, or make the principal thereof or any interest
or premium thereon payable in any coin or currency other than United States Dollars, or impair or affect the right of any Securityholder
to institute suit for payment thereof or impair the right of repayment, if any, at the option of the Securityholder, or (ii) reduce
the aforesaid percentage of Debt Securities the holders of which are required to consent to any such supplemental indenture; and
provided, further, that if the Debt Securities are held by the Trust or a trustee of such trust, such supplemental
indenture shall not be effective until the holders of a majority in Liquidation Amount of the outstanding Capital Securities shall
have consented to such supplemental indenture; provided, further, that if the consent of the Securityholder of each outstanding
Debt Security is required, such supplemental indenture shall not be effective until each holder of the outstanding Capital Securities
shall have consented to such supplemental indenture.


 


Upon the request
of the Company accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing
with the Trustee of evidence of the consent of Securityholders (and holders of Capital Securities, if required) as aforesaid, the
Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects
the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion,
but shall not be obligated to, enter into such supplemental indenture.


 


Promptly after
the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee
shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance
of such supplemental indenture, to the Securityholders as their names and addresses appear upon the Debt Security Register. Any
failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity
of any such supplemental indenture.


 




    	 	-50-	 



     


    

  


It shall not
be necessary for the consent of the Securityholders under this Section 9.02 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the substance thereof.


 


SECTION 9.03. Effect of Supplemental
Indentures.


 


Upon the execution
of any supplemental indenture pursuant to the provisions of this Article IX, this Indenture shall be and be deemed to be modified
and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under
this Indenture of the Trustee, the Company and the Securityholders shall thereafter be determined, exercised and enforced hereunder
subject in all respects to such modifications and amendments and all the terms and conditions of any such supplemental indenture
shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.


 


SECTION 9.04. Notation on Debt Securities.


 


Debt Securities
authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article IX may
bear a notation as to any matter provided for in such supplemental indenture. If the Company or the Trustee shall so determine,
new Debt Securities so modified as to conform, in the opinion of the Board of Directors of the Company, to any modification of
this Indenture contained in any such supplemental indenture may be prepared and executed by the Company, authenticated by the Trustee
or the Authenticating Agent and delivered in exchange for the Debt Securities then  outstanding.


 


SECTION 9.05. Evidence of Compliance
of Supplemental Indenture to be furnished to Trustee.


 


The Trustee,
subject to the provisions of Sections 6.01 and 6.02, shall, in addition to the documents required by Section 14.06, receive an
Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant hereto
complies with the requirements of this Article IX. The Trustee shall receive an Opinion of Counsel as conclusive evidence that
any supplemental indenture executed pursuant to this Article IX is authorized or permitted by, and conforms to, the terms of this
Article IX and that it is proper for the Trustee under the provisions of this Article IX to join in the execution thereof.


 


ARTICLE X


 


REDEMPTION OF SECURITIES


 


SECTION 10.01. Optional Redemption.


 


At any time
the Company shall have the right, subject to the receipt by the Company of prior approval from any regulatory authority with jurisdiction
over the Company if such approval is then required under applicable capital guidelines or policies of such regulatory authority,
to redeem the Debt Securities, in whole or (provided that all accrued and unpaid interest has been paid on all Debt Securities
for all Interest Payment Periods terminating on or prior to such date) from time to time in part, on any March 15, June 15, September
15 or December 15 on or after September 15, 2013 (the “Redemption Date”), at the Redemption Price.


 




    	 	-51-	 



     


    

  


SECTION 10.02. Special Event Redemption.


 


If a Special
Event shall occur and be continuing, the Company shall have the right, subject to the receipt by the Company of prior approval
from any regulatory authority with jurisdiction over the Company if such approval is then required under applicable capital guidelines
or policies of such regulatory authority, to redeem the Debt Securities, in whole or in part, at any time within 90 days following
the occurrence of such Special Event (the “Special Redemption Date”), at the Special Redemption Price.


 


SECTION 10.03. Notice of Redemption;
Selection of Debt Securities.


 


In case the
Company shall desire to exercise the right to redeem all, or, as the case may be, any part of the Debt Securities, it shall fix
a date for redemption and shall mail, or cause the Trustee to mail (at the expense of the Company) a notice of such redemption
at least 30 and not more than 60 days prior to the date fixed for redemption to the Securityholders so to be redeemed as a whole
or in part at their last addresses as the same appear on the Debt Security Register. Such mailing shall be by first class mail.
The notice if mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Securityholder
receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the holder of any Debt Security
designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other
Debt Security.


 


Each such notice
of redemption shall specify the CUSIP number, if any, of the Debt Securities to be redeemed, the date fixed for redemption, the
redemption price (or manner of calculation of the price) at which Debt Securities are to be redeemed, the place or places of payment,
that payment will be made upon presentation and surrender of such Debt Securities, that interest accrued to the date fixed for
redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portions thereof
to be redeemed will cease to accrue. If less than all the Debt Securities are to be redeemed the notice of redemption shall specify
the numbers of the Debt Securities to be redeemed. In case the Debt Securities are to be redeemed in part only, the notice of redemption
shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption,
upon surrender of such Debt Security, a new Debt Security or Debt Securities in principal amount equal to the unredeemed portion
thereof will be issued.


 


On the Business
Day prior to the Redemption Date or the Special Redemption Date specified in the notice of redemption given as provided in this
Section, the Company will deposit with the Trustee or with one or more Paying Agents an amount of money sufficient to redeem on
the redemption date all the Debt Securities so called for redemption at the appropriate redemption price, together with unpaid
interest accrued to such date.


 




    	 	-52-	 



     


    

  


The Company
will give the Trustee notice not less than 45 nor more than 60 days prior to the Redemption Date as to the Redemption Price at
which the Debt Securities are to be redeemed and the aggregate principal amount of Debt Securities to be redeemed and the Trustee
shall select, in such manner as in its sole discretion it shall deem appropriate and fair, the Debt Securities or portions thereof
(in integral multiples of $ 1,000) to be redeemed.


 


SECTION 10.04. Payment of Debt Securities
Called for Redemption.


 


If notice of
redemption has been given as provided in Section 10.03, the Debt Securities or portions of Debt Securities with respect to which
such notice has been given shall become due and payable on the Redemption Date or the Special Redemption Date (as the case may
be) and at the place or places stated in such notice at the applicable redemption price, together with interest accrued to the
date fixed for redemption, and on and after said Redemption Date or the Special Redemption Date (unless the Company shall default
in the payment of such Debt Securities at the redemption price, together with unpaid interest accrued thereon to said date) interest
on the Debt Securities or portions of Debt Securities so called for redemption shall cease to accrue. On presentation and surrender
of such Debt Securities at a place of payment specified in said notice, such Debt Securities or the specified portions thereof
shall be paid and redeemed by the Company at the applicable redemption price, together with unpaid interest accrued thereon to
the Redemption Date or the Special Redemption Date (as the case may be).


 


Upon presentation
of any Debt Security redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for
delivery to the holder thereof, at the expense of the Company, a new Debt Security or Debt Securities of authorized denominations
in principal amount equal to the unredeemed portion of the Debt Security so presented.


 




    	 	-53-	 



     


    

  


ARTICLE XI


 


CONSOLIDATION, MERGER, SALE, CONVEYANCE
AND LEASE


 


SECTION 11.01. Company May Consolidate,
etc.. on Certain Terms.


 


Nothing contained in
this Indenture or in the Debt Securities shall prevent any consolidation or merger of the Company with or into any other corporation
or corporations (whether or not affiliated with the Company) or successive consolidations or mergers in which the Company or its
successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of all
or substantially all of the property or capital stock of the Company or its successor or successors to any other corporation (whether
or not affiliated with the Company, or its successor or successors) authorized to acquire and operate the same; provided, however,
that the Company hereby covenants and agrees that, (i) upon any such consolidation, merger (where the Company is not the surviving
corporation), sale, conveyance, transfer or other disposition, the successor entity shall be a corporation organized and existing
under the laws of the United States or any state thereof or the District of Columbia (unless such corporation has (1) agreed to
make all payments due in respect of the Debt Securities or, if outstanding, the Capital Securities and Capital Securities Guarantee
without withholding or deduction for, or on account of, any taxes, duties, assessments or other governmental charges under the
laws or regulations of the jurisdiction of organization or residence (for tax purposes) of such corporation or any political subdivision
or taxing authority thereof or therein unless required by applicable law, in which case such corporation shall have agreed to
pay such additional amounts as shall be required so that the net amounts received and retained by the Securityholders or holders
of Capital Securities, as the case may be, after payment of all taxes (including withholding taxes), duties, assessments or other
governmental charges, will be equal to the amounts that such Securityholders or holders of Capital Securities would have received
and retained had no such taxes (including withholding taxes), duties, assessments or other governmental charges been imposed,
(2) irrevocably and unconditionally consented and submitted to the jurisdiction of any United States federal court Dairy New York
state court, in each case located in The City of New York, Borough of Manhattan, in respect of any action, suit or proceeding
against it arising out of or in connection with this Indenture, the Debt Securities, the Capital Securities Guarantee or the Declaration
and irrevocably and unconditionally waived, to the fullest extent permitted by law, any objection to the laying of venue in any
such court or that any such action, suit or proceeding has been brought in an inconvenient forum and (3) irrevocably appointed
an agent in The City of New York for service of process in any action, suit or proceeding referred to in clause (2) above) and
such corporation expressly assumes all of the obligations of the Company under the Debt Securities, this Indenture, the Capital
Securities Guarantee and the Declaration and (ii) after giving effect to any such consolidation, merger, sale, conveyance, transfer
or other disposition, no Default or Event of Default shall have occurred and be continuing.


 


SECTION 11.02. Successor Entity to be
Substituted.


 


In case of any such
consolidation, merger, sale, conveyance, transfer or other disposition contemplated in Section 11.01 and upon the assumption by
the successor entity, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the
Trustee, of the due and punctual payment of the principal of and premium, if any, and interest on all of the Debt Securities and
the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or observed
by the Company, such successor entity shall succeed to and be substituted for the Company, with the same effect as if it had been
named herein as the Company, and thereupon the predecessor entity shall be relieved of any further liability or obligation hereunder
or upon the Debt Securities. Such successor entity thereupon may cause to be signed, and may issue either in its own name or in
the name of the Company, any or all of the Debt Securities issuable hereunder which theretofore shall not have been signed by the
Company and delivered to the Trustee or the Authenticating Agent; and, upon the order of such successor entity instead of the Company
and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent
shall authenticate and deliver any Debt Securities which previously shall have been signed and delivered by the officers of the
Company, to the Trustee or the Authenticating Agent for authentication, and any Debt Securities which such successor entity thereafter
shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debt Securities so
issued shall in all respects have the same legal rank and benefit under this Indenture as the Debt Securities theretofore or thereafter
issued in accordance with the terms of this Indenture as though all of such Debt Securities had been issued at the date of the
execution hereof.


 




    	 	-54-	 



     


    

 





 


SECTION 11.03.    Opinion of Counsel to
be Given to Trustee.


 


The Trustee,
subject to the provisions of Sections 6.01 and 6.02, shall receive, in addition to the Opinion of Counsel required by Section 9.05,
an Opinion of Counsel as conclusive evidence that any consolidation, merger, sale, conveyance, transfer or other disposition, and
any assumption, permitted or required by the terms of this Article XI complies with the provisions of this Article XI.


 


ARTICLE XII


 


SATISFACTION AND DISCHARGE OF INDENTURE


 


SECTION 12.01.    Discharge
of Indenture.


 


When (a) the
Company shall deliver to the Trustee for cancellation all Debt Securities theretofore authenticated (other than any Debt Securities
which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.06) and not
theretofore canceled, or (b) all the Debt Securities not theretofore canceled or delivered to the Trustee for cancellation shall
have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption
within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit
with the Trustee, in trust, funds, which shall be immediately due and payable, sufficient to pay at maturity or upon redemption
all of the Debt Securities (other than any Debt Securities which shall have been destroyed, lost or stolen and which shall have
been replaced or paid as provided in Section 2.06) not theretofore canceled or delivered to the Trustee for cancellation, including
principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be,
but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest on the Debt
Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.04, or (2) paid to any state or
to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the case of either clause (a) or clause
(b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease
to be of further effect except for the provisions of Sections 2.05, 2.06, 3.01, 3.02, 3.04, 6.06, 6.09 and 12.04 hereof, which
shall survive until such Debt Securities shall mature or are redeemed, as the case may be, and are paid in full. Thereafter, Sections
6.06, 6.09 and 12.04 shall survive, and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion
of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture
have been complied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction
of and discharging this Indenture, the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter
reasonably and properly incurred by the Trustee in connection with this Indenture or the Debt Securities.


 




    	 	-55-	 



     


    

 


SECTION 12.02.    Deposited Moneys to be
Held in Trust by Trustee.


 


Subject to the
provisions of Section 12.04, all moneys deposited with the Trustee pursuant to Section 12.01 shall be held in trust and applied
by it to the payment, either directly or through any Paying Agent (including the Company if acting as its own Paying Agent), to
the holders of the particular Debt Securities for the payment of which such moneys have been deposited with the Trustee, of all
sums due and to become due thereon for principal, and premium, if any, and interest.


 


SECTION 12.03.    Paying Agent to Repay
Moneys Held.


 


Upon the satisfaction
and discharge of this Indenture, all moneys then held by any Paying Agent of the Debt Securities (other than the Trustee) shall,
upon demand of the Company, be repaid to the Company or paid to the Trustee, and thereupon such Paying Agent shall be released
from all further liability with respect to such moneys.


 


SECTION 12.04.    Return of Unclaimed Moneys.


 


Any moneys deposited
with or paid to the Trustee or any Paying Agent for payment of the principal of, and premium, if any, or interest on Debt Securities
and not applied but remaining unclaimed by the Securityholders for two years after the date upon which the principal of, and premium,
if any, or interest on such Debt Securities, as the case may be, shall have become due and payable, shall be repaid to the Company
by the Trustee or such Paying Agent on written demand; and the holder of any of the Debt Securities shall thereafter look only
to the Company for any payment which such Securityholder may be entitled to collect and all liability of the Trustee or such Paying
Agent with respect to such moneys shall thereupon cease.


 


ARTICLE XIII


 


IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
OFFICERS AND DIRECTORS


 


SECTION 13.01.    Indenture and Debt Securities
Solely Corporate Obligations.


 


No recourse
for the payment of the principal of or premium, if any, or interest on any Debt Security, or for any claim based thereon or otherwise
in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Company in this Indenture or in
any supplemental indenture, or in any such Debt Security, or because of the creation of any indebtedness represented thereby, shall
be had against any incorporator, stockholder, officer, director, employee or agent, as such, past, present or future, of the Company
or of any predecessor or successor corporation of the Company, either directly or through the Company or any successor corporation
of the Company, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty
or otherwise; it being expressly understood that all such liability is hereby expressly waived and released as a condition of,
and as a consideration for, the execution of this Indenture and the issue of the Debt Securities.


 




    	 	-56-	 



     


    

 


ARTICLE XIV


 


MISCELLANEOUS
PROVISIONS


 


SECTION 14.01.    Successors.


 


All the covenants,
stipulations, promises and agreements of the Company contained in this Indenture shall bind its successors and assigns whether
so expressed or not.


 


SECTION 14.02.    Official Acts by Successor
Entity.


 


Any act or proceeding
by any provision of this Indenture authorized or required to be done or performed by any board, committee or officer of the Company
shall and may be done and performed with like force and effect by the like board, committee, officer or other authorized Person
of any entity that shall at the time be the lawful successor of the Company.


 


SECTION 14.03.    Surrender of Company Powers.


 


The Company
by instrument in writing executed by authority of 2/3 (two-thirds) of its Board of Directors and delivered to the Trustee may surrender
any of the powers reserved to the Company and thereupon such power so surrendered shall terminate both as to the Company and as
to any permitted successor.


 


SECTION 14.04.    Addresses for Notices,
etc.


 


Any notice or
demand which by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the Securityholders
on the Company may be given or served in writing, duly signed by the party giving such notice, and shall be delivered by facsimile
(which shall be followed by notice delivered or mailed by first class mail) or mailed by first class mail to the Company at:


 


Jacksonville Bancorp, Inc.


100 North Laura
Street, Suite 1000


Jacksonville,
Florida 32202


Attention: Valerie
A. Kendall


 


Any notice,
direction, request or demand by any Securityholder or the Company to or upon the Trustee shall be deemed to have been sufficiently
given or made, for all purposes, if given or made in writing at the office of Wells Fargo Bank, National Association at:


 


919 North Market
Street


Suite 1600


Wilmington, DE
19801


Attention: Corporate
Trust Division - Jacksonville Bancorp, Inc. Statutory Trust III


 




    	 	-57-	 



     


    

 


SECTION 14.05.    Governing Law.


 


This Indenture
and the Debt Securities shall each be governed by, and construed in accordance with, the laws of the State of New York, without
regard to conflict of laws principles of said State other than Section 5-1401 of the New York General Obligations Law.


 


SECTION 14.06.   Evidence
of Compliance with Conditions Precedent.


 


Upon any application
or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish
to the Trustee an Officers’ Certificate stating that in the opinion of the signers all conditions precedent, if any, provided for
in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion
of such counsel, all such conditions precedent have been complied with (except that no such Opinion of Counsel is required to be
furnished to the Trustee in connection with the authentication and issuance of Debt Securities issued on the date of this Indenture).


 


Each certificate
or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture (except certificates delivered pursuant to Section 3.05) shall include (a) a statement that the
person making such certificate or opinion has read such covenant or condition and the definitions relating thereto; (b) a brief
statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such
certificate or opinion are based; (c) a statement that, in the opinion of such person, he or she has made such examination or investigation
as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied
with; and (d) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.


 


SECTION 14.07.    Non-Business Days.


 


Notwithstanding
anything to the contrary contained herein, if any Interest Payment Date, other than on the Maturity Date, any Redemption Date or
the Special Redemption Date, falls on a day that is not a Business Day, then any interest payable will be paid on, and such Interest
Payment Date will be moved to, the next succeeding Business Day, and additional interest will accrue for each day that such payment
is delayed as a result thereof If the Maturity Date, Redemption Date or Special Redemption Date falls on a day that is not a Business
Day, then the principal, premium, if any, and/or interest payable on such date will be paid on the next succeeding Business Day,
and no additional interest will accrue (except that, if such Business Day falls in the next calendar year, such payment will be
made on the immediately preceding Business Day).


 


SECTION 14.08.    Table of Contents, Headings,
etc.


 


The table of
contents and the titles and headings of the articles and sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.


 




    	 	-58-	 



     


    

 


SECTION 14.09.    Execution in Counterparts.


 


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


 


SECTION 14.10.    Severability.


 


In case any one
or more of the provisions contained in this Indenture or in the Debt Securities shall for any reason be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this
Indenture or of such Debt Securities, but this Indenture and such Debt Securities shall be construed as if such invalid or illegal
or unenforceable provision had never been contained herein or therein.


 


SECTION 14.11.    Assignment.


 


Subject to Article
XI, the Company will have the right at all times to assign any of its rights or obligations under this Indenture and the Debt
Securities to a direct or indirect wholly owned Subsidiary of the Company; provided, however, that, in the event
of any such assignment, the Company will remain liable for all such obligations. Subject to the foregoing, this Indenture is binding,
upon and inures to the benefit of the parties hereto and their respective successors and assigns. This Indenture may not otherwise
be assigned by the parties thereto.


 


SECTION 14.12.    Acknowledgment of Rights.


 


The Company acknowledges
that, with respect to any Debt Securities held by the Trust or the Institutional Trustee of the Trust, if the Institutional Trustee
of the Trust fails to enforce its rights under this Indenture as the Securityholder held as the assets of the Trust after the holders
of a majority in Liquidation Amount of the Capital Securities of the Trust have so directed in writing such Institutional Trustee,
a holder of record of such Capital Securities may to the fullest extent permitted by law institute legal proceedings directly against
the Company to enforce such Institutional Trustee’s rights under this Indenture without first instituting any legal proceedings
against such Institutional Trustee or any other Person. Notwithstanding the foregoing, if an Event of Default has occurred and
is continuing and such event is attributable to the failure of the Company to pay interest (or premium, if any) or principal on
the Debt Securities on the date such interest (or premium, if any) or principal is otherwise due and payable (or in the case of
redemption, on the redemption date), the Company acknowledges that a holder of record of Capital Securities of the Trust may directly
institute a proceeding against the Company for enforcement of payment to such holder directly of the principal of (or premium,
if any) or interest on the Debt Securities having an aggregate principal amount equal to the aggregate Liquidation Amount of the
Capital Securities of such holder on or after the respective due date specified in the Debt Securities.


 




    	 	-59-	 



     


    

 


ARTICLE XV


 


SUBORDINATION
OF DEBT SECURITIES


 


SECTION 15.01.    Agreement to Subordinate.


 


The Company covenants
and agrees, and each holder of Debt Securities issued hereunder and under any supplemental indenture (the “Additional Provisions”)
by such Securityholder’s acceptance thereof likewise covenants and agrees, that all Debt Securities shall be issued subject to
the provisions of this Article XV; and each Securityholder, whether upon original issue or upon transfer or assignment thereof,
accepts and agrees to be bound by such provisions.


 


The payment by
the Company of the payments due on all Debt Securities issued hereunder and under any Additional Provisions shall, to the extent
and in the manner hereinafter set forth, be subordinated and junior in right of payment to the prior payment in full of all Senior
Indebtedness of the Company, whether outstanding at the date of this Indenture or thereafter incurred.


 


No provision
of this Article XV shall prevent the occurrence of any Default or Event of Default hereunder.


 


SECTION 15.02.    Default on Senior Indebtedness.


 


In the event
and during the continuation of any default by the Company in the payment of principal, premium, interest or any other payment due
on any Senior Indebtedness of the Company following any applicable grace period, or in the event that the maturity of any Senior
Indebtedness of the Company has been accelerated because of a default, and such acceleration has not been rescinded or canceled
and such Senior Indebtedness has not been paid in full, then, in either case, no payment shall be made by the Company with respect
to the payments due on the Debt Securities.


 


In the event
that, notwithstanding the foregoing, any payment shall be received by the Trustee when such payment is prohibited by the preceding
paragraph of this Section 15.02, such payment shall, subject to Section 15.06, be held in trust for the benefit of, and shall be
paid over or delivered to, the holders of Senior Indebtedness or their respective representatives, or to the trustee or trustees
under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear,
but only to the extent that the holders of the Senior Indebtedness (or their representative or representatives or a trustee) notify
the Trustee in writing within 90 days of such payment of the amounts then due and owing on the Senior Indebtedness and only the
amounts specified in such notice to the Trustee shall be paid to the holders of Senior Indebtedness.


 




    	 	-60-	 



     


    

 


SECTION 15.03.    Liquidation; Dissolution;
Bankruptcy.


 


Upon any payment
by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors
upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy,
insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the Company shall first be paid
in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on the
Debt Securities; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution
of assets of the Company of any kind or character, whether in cash, property or securities, to which the Securityholders or the
Trustee would be entitled to receive from the Company, except for the provisions of this Article XV, shall be paid by the Company,
or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by
the Securityholders or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness
of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as
calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant
to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to
the extent necessary to pay such Senior Indebtedness in full, in money or money’s worth, after giving effect to any concurrent
payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the Securityholders.


 


In the event
that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in
cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the
Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution
shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their
representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing
such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application
to the payment of all Senior Indebtedness of the Company remaining unpaid to the extent necessary to pay such Senior Indebtedness
in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit
of the holders of such Senior Indebtedness.


 


For purposes
of this Article XV, the words “cash, property or securities” shall not be deemed to include shares of stock of the
Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization
or readjustment, the payment of which is subordinated at least to the extent provided in this Article XV with respect to the Debt
Securities to the payment of all Senior Indebtedness of the Company, that may at the time be outstanding, provided, that
(a) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment,
and (b) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization
or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation
or dissolution of the Company following the conveyance, transfer or other disposition of its property as an entirety, or substantially
as an entirety, to another corporation upon the terms and conditions provided for in Article XI of this Indenture shall not be
deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 15.03 if such other corporation
shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XI of this
Indenture. Nothing in Section 15.02 or in this Section 15.03 shall apply to claims of, or payments to, the Trustee under or pursuant
to Section 6.06 of this Indenture.


 




    	 	-61-	 



     


    

 


SECTION 15.04. Subrogation.


 


Subject to the payment
in full of all Senior Indebtedness of the Company, the Securityholders shall be subrogated to the rights of the holders of such
Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company applicable to such Senior
Indebtedness until all payments due on the Debt Securities shall be paid in full; and, for the purposes of such subrogation, no
payments or distributions to the holders of such Senior Indebtedness of any cash, property or securities to which the Securityholders
or the Trustee would be entitled except for the provisions of this Article XV, and no payment over pursuant to the provisions of
this Article XV to or for the benefit of the holders of such Senior Indebtedness by Securityholders or the Trustee, shall, as between
the Company, its creditors other than holders of Senior Indebtedness of the Company, and the Securityholders be deemed to be a
payment or distribution by the Company to or on account of such Senior Indebtedness. It is understood that the provisions of this
Article XV are and are intended solely for the purposes of defining the relative rights of the Securityholders, on the one hand,
and the holders of such Senior Indebtedness, on the other hand.


 


Nothing contained in
this Article XV or elsewhere in this Indenture, any Additional Provisions or in the Debt Securities is intended to or shall impair,
as between the Company, its creditors other than the holders of Senior Indebtedness of the Company, and the Securityholders, the
obligation of the Company, which is absolute and unconditional, to pay to the Securityholders all payments on the Debt Securities
as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative
rights of the Securityholders and creditors of the Company, other than the holders of Senior Indebtedness of the Company, nor shall
anything herein or therein prevent the Trustee or the holder of any Debt Security from exercising all remedies otherwise permitted
by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XV of the holders of such
Senior Indebtedness in respect of cash, property or securities of the Company received upon the exercise of any such remedy.


 


Upon any payment or distribution
of assets of the Company referred to in this Article XV, the Trustee, subject to the provisions of Article VI of this Indenture,
and the Securityholders shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction
in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver,
trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee
or to the Securityholders, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders
of Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article XV.


 






    	 	-62-	 



     


    




 


SECTION 15.05.   Trustee
to Effectuate Subordination.


 


Each Securityholder by
such Securityholder’s acceptance thereof authorizes and directs the Trustee on such Securityholder’s behalf to take such action
as may be necessary or appropriate to effectuate the subordination provided in this Article XV and appoints the Trustee such Securityholder’s
attorney-in-fact for any and all such purposes.



 


SECTION 15.06.    Notice by the Company.


 


The Company shall give
prompt written notice to a Responsible Officer of the Trustee at the Principal Office of the Trustee of any fact known to the Company
that would prohibit the making of any payment of moneys to or by the Trustee in respect of the Debt Securities pursuant to the
provisions of this Article XV. Notwithstanding the provisions of this Article XV or any other provision of this Indenture or any
Additional Provisions, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making
of any payment of moneys to or by the Trustee in respect of the Debt Securities pursuant to the provisions of this Article XV,
unless and until a Responsible Officer of the Trustee at the Principal Office of the Trustee shall have received written notice
thereof from the Company or a holder or holders of Senior Indebtedness or from any trustee therefor; and before the receipt of
any such written notice, the Trustee, subject to the provisions of Article VI of this Indenture, shall be entitled in all respects
to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for
in this Section 15.06 at least two Business Days prior to the date upon which by the terms hereof any money may become payable
for any purpose (including, without limitation, the payment of the principal of (or premium, if any) or interest on any Debt Security),
then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such
money and to apply the same to the purposes for which they were received, and shall not be affected by any notice to the contrary
that may be received by it within two Business Days prior to such date.


 


The Trustee, subject
to the provisions of Article VI of this Indenture, shall be entitled to conclusively rely on the delivery to it of a written notice
by a Person representing himself or herself to be a holder of Senior Indebtedness of the Company (or a trustee or representative
on behalf of such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee or
representative on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence
is required with respect to the right of any Person as a holder of such Senior Indebtedness to participate in any payment or distribution
pursuant to this Article XV, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee
as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in
such payment or distribution and any other facts pertinent to the rights of such Person under this Article XV, and, if such evidence
is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person
to receive such payment.


 


SECTION 15.07.    Rights of the Trustee,
Holders of Senior Indebtedness.


 


The Trustee in its individual
capacity shall be entitled to all the rights set forth in this Article XV in respect of any Senior Indebtedness at any time held
by it, to the same extent as any other holder of Senior Indebtedness, and nothing in this Indenture or any Additional Provisions
shall deprive the Trustee of any of its rights as such holder.


 




    	 	-63-	 



     


    

 


With respect to the holders
of Senior Indebtedness of the Company, the Trustee undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article XV, and no implied covenants or obligations with respect to the holders of such Senior
Indebtedness shall be read into this Indenture or any Additional Provisions against the Trustee. The Trustee shall not owe or be
deemed to owe any fiduciary duty to the holders of such Senior Indebtedness and, subject to the provisions of Article VI of this
Indenture, the Trustee shall not be liable to any holder of such Senior Indebtedness if it shall pay over or deliver to Securityholders,
the Company or any other Person money or assets to which any holder of such Senior Indebtedness shall be entitled by virtue of
this Article XV or otherwise.


 


Nothing in this Article
XV shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.06.


 


SECTION 15.08.    Subordination May
Not Be Impaired.


 


No right of any present
or future holder of any Senior Indebtedness of the Company to enforce subordination as herein provided shall at any time in any
way be prejudiced or impaired by any act or failure to act on the part of the Company, or by any act or failure to act, in good
faith, by any such holder, or by any noncompliance by the Company, with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof that any such holder may have or otherwise be charged with.


 


Without in any way limiting
the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Company may, at any time and from time to
time, without the consent of or notice to the Trustee or the Securityholders, without incurring responsibility to the Securityholders
and without impairing or releasing the subordination provided in this Article XV or the obligations hereunder of the Securityholders
to the holders of such Senior Indebtedness, do any one or more of the following: (a) change the manner, place or terms of payment
or extend the time of payment of, or renew or alter, such Senior Indebtedness, or otherwise amend or supplement in any manner such
Senior Indebtedness or any instrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding;
(b) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness;
(c) release any Person liable in any manner for the collection of such Senior Indebtedness; and (d) exercise or refrain from exercising
any rights against the Company, and any other Person.


 


Wells Fargo Bank, National
Association, in its capacity as Trustee, hereby accepts the trusts in this Indenture declared and provided, upon the terms and
conditions herein above set forth.


 




    	 	-64-	 



     


    

 


IN WITNESS WHEREOF, the
parties hereto have caused this Indenture to be duly executed by their respective officers thereunto duly authorized, as of the
day and year first above written.


 


	 	Jacksonville Bancorp, Inc.
	 	 
	 	By: 	/s/
    Valerie A. Kendall
	 	Name: 	VALERIE A. KENDALL
	 	Title: 	EVP/CEO
	 	 
	 	Wells Fargo Bank, National Association, as 

Trustee
	 	 	 
	 	By:	/s/
    Amy L. Martin
	 	Name:	Amy
                                         L. Martin




	 	Title:	Vice
                                         President






 




     


     


    

 


EXHIBIT A


 


FORM OF JUNIOR SUBORDINATED DEBT SECURITY
DUE 2038


 


[FORM OF FACE OF SECURITY]


 


THIS SECURITY
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES
LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED,
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION
IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE
HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE COMPANY, (B) PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT (“RULE 144A”), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”
AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO A “NON U.S. PERSON” IN AN “OFFSHORE TRANSACTION”
PURSUANT TO REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES
ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN “ACCREDITED INVESTOR,” FOR INVESTMENT
PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT,
OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM
THE COMPANY. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.


 


THE HOLDER OF
THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, REPRESENTS AND WARRANTS THAT IT WILL NOT ENGAGE IN HEDGING TRANSACTIONS INVOLVING
THIS SECURITY UNLESS SUCH TRANSACTIONS ARE IN COMPLIANCE WITH THE SECURITIES ACT OR AN APPLICABLE EXEMPTION THEREFROM.


 




    	 	A-1	 



     


    

 


THE HOLDER OF
THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT
ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (EACH A “PLAN”), OR AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY AND NO PERSON INVESTING
“PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER
IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60,
91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY IS NOT PROHIBITED BY SECTION
406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THIS SECURITY OR
ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE
BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE
OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE
BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION
406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.


 


IN CONNECTION
WITH ANY TRANSFER, THE HOLDER OF THIS SECURITY WILL DELIVER TO THE COMPANY AND TRUSTEE SUCH CERTIFICATES AND OTHER INFORMATION
AS MAY BE REQUIRED BY THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.


 


THIS SECURITY
WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 AND MULTIPLES OF $1,000
IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK HAVING A PRINCIPAL AMOUNT OF LESS THAN $100,000 SHALL BE
DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS
SECURITY FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS SECURITY, AND SUCH PURPORTED TRANSFEREE
SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY.


 


THIS OBLIGATION
IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT
INSURANCE CORPORATION. THIS OBLIGATION IS SUBORDINATED TO THE CLAIMS OF DEPOSITORS AND THE CLAIMS OF GENERAL AND SECURED CREDITORS
OF THE COMPANY, IS INELIGIBLE AS COLLATERAL FOR A LOAN BY THE COMPANY OR ANY OF ITS SUBSIDIARIES AND IS NOT SECURED.


 




    	 	A-2	 



     


    

 


Form of Junior
Subordinated Debt Security due 2038


 


of


 


Jacksonville Bancorp, Inc.


 


Jacksonville
Bancorp, Inc., a bank holding company incorporated in Florida (the “Company”), for value received promises to pay to
Wells Fargo Bank, National Association, not in its individual capacity but solely as Institutional Trustee for Jacksonville Bancorp,
Inc. Statutory Trust III, a Delaware statutory trust (the “Securityholder”), or registered assigns, the principal sum
of Seven Million Seven Hundred Eighty Four Thousand Dollars ($7,784,000) on September 15, 2038 and to pay interest on said principal
sum from June 20, 2008, or from the most recent interest payment date (each such date, an “Interest Payment Date”) to
which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 15,
June 15, September 15 and December 15 of each year commencing September 15, 2008, at a variable per annum rate equal to LIBOR (as
defined in the Indenture) plus 3.75% (the “Interest Rate”) (provided, however, that the Interest Rate for any Interest
Payment Period may not exceed the highest rate permitted by New York law, as the same may be modified by United States law of general
applicability) until the principal hereof shall have become due and payable, and on any overdue principal and (without duplication
and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at
an annual rate equal to the Interest Rate in effect for each such Interest Payment Period compounded quarterly. The amount of interest
payable on any Interest Payment Date shall be computed on the basis of a 360-day year and the actual number of days elapsed in
the relevant interest period. Notwithstanding anything to the contrary contained herein, if any Interest Payment Date, other than
on the Maturity Date, any Redemption Date (to the extent redeemed) or the Special Redemption Date, falls on a day that is not a
Business Day, then any interest payable will be paid on, and such Interest Payment Date will be moved to, the next succeeding Business
Day, and additional interest will accrue for each day that such payment is delayed as a result thereof. If the Maturity Date, Redemption
Date or Special Redemption Date falls on a day that is not a Business Day, then the principal, premium, if any, and/or interest
payable on such date will be paid on the next succeeding Business Day, and no additional interest will accrue (except that, if
such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day). The interest
installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture,
be paid to the Person in whose name this Debt Security (or one or more Predecessor Securities, as defined in said Indenture) is
registered at the close of business on the regular record date for such interest installment, except that interest and any Deferred
Interest payable on the Maturity Date shall be paid to the Person to whom principal is paid. Any such interest installment not
punctually paid or duly provided for shall forthwith cease to be payable to the registered Securityholders on such regular record
date and may be paid to the Person in whose name this Debt Security (or one or more Predecessor Debt Securities) is registered
at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice
whereof shall be given to the registered Securityholders not less than 10 days prior to such special record date, all as more fully
provided in the Indenture. The principal of and interest on this Debt Security shall be payable at the office or agency of the
Trustee (or other Paying Agent appointed by the Company) maintained for that purpose in any coin or currency of the United States
of America that at the time of payment is legal tender for payment of public and private debts; provided, however,
that payment of interest may be made at the option of the Company by check mailed to the registered Securityholder at such address
as shall appear in the Debt Security Register or by wire transfer of immediately available funds to an account appropriately designated
by the holder hereof. Notwithstanding the foregoing, so long as the holder of this Debt Security is the Institutional Trustee,
payment of the principal of and premium, if any, and interest on this Debt Security shall be made in immediately available funds
when due at such place and to such account as may be designated by the Institutional Trustee. All payments in respect of this Debt
Security shall be payable in any coin or currency of the United States of America that at the time of payment is legal tender for
payment of public and private debts.


 




    	 	A-3	 



     


    

 


Upon submission
of Notice (as defined in the Indenture) and so long as no Event of Default pursuant to paragraphs (c), (e), (f) or (g) of Section
5.01 of the Indenture has occurred and is continuing, the Company shall have the right under the Indenture, from time to time
and without causing an Event of Default, to defer payments of interest on the Debt Securities by extending the interest distribution
period on the Debt Securities at any time and from time to time during the term of the Debt Securities, for up to 20 consecutive
quarterly periods (each such extended interest distribution period, an “Extension Period”), during which Extension
Period no interest shall be due and payable (except any Additional Interest that may be due and payable). During any Extension
Period, interest will continue to accrue on the Debt Securities, and interest on such accrued interest (such accrued interest
and interest thereon referred to herein as “Deferred Interest”) will accrue at an annual rate equal to the Interest
Rate applicable during such Extension Period, compounded quarterly from the date such Deferred Interest would have been payable
were it not for the Extension Period, to the extent permitted by law. No Extension Period may end on a date other than an Interest
Payment Date. At the end of any such Extension Period the Company shall pay all Deferred Interest then accrued and unpaid on the
Debt Securities; provided, however, that no Extension Period may extend beyond the Maturity Date, Redemption Date
(to the extent redeemed) or Special Redemption Date; and provided, further, however, during any such Extension
Period, the Company may 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 Company’s capital stock or (ii) make any payment of principal of or premium, if any,
or interest on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or
junior in interest to the Debt Securities or (iii) make any payment under any guarantees of the Company that rank in all respects
pari passu with or junior in respect to the Capital Securities Guarantee (other than (a) repurchases, redemptions or other
acquisitions of shares of capital stock of the Company (A) in connection with any employment contract, benefit plan or other similar
arrangement with or for the benefit of one or more employees, officers, directors or consultants, (B) in connection with a dividend
reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Company (or securities
convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to
the applicable Extension Period, (b) as a result of any exchange, reclassification, combination or conversion of any class or
series of the Company’s capital stock (or any capital stock of a subsidiary of the Company) for any class or series of the
Company’s capital stock or of any class or series of the Company’s indebtedness for any class or series of the Company’s
capital stock, (c) the purchase of fractional interests in shares of the Company’s capital stock pursuant to the conversion
or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in
connection with any stockholder’s rights plan, or the issuance of rights, stock or other property under any stockholder’s
rights plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options
or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the
same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the
termination of any Extension Period, the Company may further extend such Extension Period; provided, that no Extension
Period (including all previous and further consecutive extensions that are part of such Extension Period) shall exceed 20 consecutive
quarterly periods, or extend beyond the Maturity Date, Redemption Date (to the extent redeemed) or Special Redemption Date. Upon
the termination of any Extension Period and upon the payment of all Deferred Interest, the Company may commence a new Extension
Period, subject to the foregoing requirements. No interest or Deferred Interest shall be due and payable during an Extension Period,
except at the end thereof, but Deferred Interest shall accrue upon each installment of interest that would otherwise have been
due and payable during such Extension Period until such installment is paid. The Company must give the Trustee notice of its election
to begin any Extension Period or extend an Extension Period (“Notice”) not later than the related regular record date
for the relevant Interest Payment Date. The Notice shall describe why the Company has elected to begin an Extension Period. The
Notice shall acknowledge and affirm the Company’s understanding that it is prohibited from issuing dividends and other distributions
during the Extension Period. Upon receipt of the Notice, the Placement Agent shall have the right, at its sole discretion, to
disclose the name of the Company, the fact that the Company has elected to begin an Extension Period and other information that
such Placement Agent, at its sole discretion, deems relevant to the Company’s election to begin an Extension Period. The
Trustee shall give notice of the Company’s election to begin a new Extension Period to the Securityholders.


 




    	 	A-4	 



     


    

 


The indebtedness
evidenced by this Debt Security is, to the extent provided in the Indenture, subordinate and junior in right of payment to the
prior payment in full of all Senior Indebtedness, and this Debt Security is issued subject to the provisions of the Indenture with
respect thereto. Each holder of this Debt Security, by accepting the same, (a) agrees to and shall be bound by such provisions,
(b) authorizes and directs the Trustee on such Securityholder’s behalf to take such action as may be necessary or appropriate to
acknowledge or effectuate the subordination so provided and (c) appoints the Trustee such Securityholder’s attorney-in-fact for
any and all such purposes. Each holder hereof, by such holder’s acceptance hereof, hereby waives all notice of the acceptance of
the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding
or hereafter incurred, and waives reliance by each such Securityholder upon said provisions.


 


The Company
waives diligence, presentment, demand for payment, notice of nonpayment, notice of protest, and all other demands and notices.


 


This Debt Security shall not be entitled
to any benefit under the Indenture hereinafter referred to and shall not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been signed by or on behalf of the Trustee.


 




    	 	A-5	 



     


    

 


IN WITNESS WHEREOF, the company has duly
executed this certificate.


 


	 	Jacksonville Bancorp, Inc.
	 	 
		By:	
	 	Name:  	 
	 	Title:	 
	Dated:_________________________, 2008	 	 


 


CERTIFICATE OF AUTHENTICATION


 


This represents Debt Securities referred
to in the within-mentioned Indenture.


 





	 	Wells Fargo Bank, National Association,
    not in its individual capacity but solely as Trustee
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory
	Dated:_____________________________, 2008	 	 







 




    	 	A-6	 



     


    

 


[FORM OF REVERSE OF SECURITY]


 


This Debt Security
is one of a duly authorized series of Debt Securities of the Company, all issued or to be issued pursuant to an Indenture (the
“Indenture”), dated as of June 20, 2008, duly executed and delivered between the Company and Wells Fargo Bank, National
Association, as Trustee (the “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby
made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the
Company and the holders of the Debt Securities (referred to herein as the “Debt Securities”) of which this Debt Security
is a part. The summary of the terms of this Debt Security contained herein does not purport to be complete and is qualified by
reference to the Indenture.


 


Upon the occurrence
and continuation of a Tax Event, an Investment Company Event or a Capital Treatment Event (each a “Special Event”), this
Debt Security may become due and payable, in whole or in part, at any time, within 90 days following the occurrence of such Tax
Event, Investment Company Event or Capital Treatment Event (the “Special Redemption Date”), as the case may be, at the
Special Redemption Price.


 


The Company
shall also have the right to redeem this Debt Security at the option of the Company, in whole or in part, on any March 15, June
15, September 15 or December 15 on or after September 15, 2013 (a “Redemption Date”), at the Redemption Price.


 


Any redemption
pursuant to either of the two preceding paragraphs will be made, subject to the receipt by the Company of prior approval from any
regulatory authority with jurisdiction over the Company if such approval is then required under applicable capital guidelines or
policies of such regulatory authority, upon not less than 30 days’ nor more than 60 days’ notice. If the Debt Securities are only
partially redeemed by the Company, the Debt Securities will be redeemed pro rata or by lot or by any other method utilized
by the Trustee.


 


“Redemption
Price” means 100% of the principal amount of the Debt Securities being redeemed plus accrued and unpaid interest on such Debt
Securities to the Redemption Date.


 


“Special
Redemption Price” means, with respect to the redemption of any Debt Security following a Special Event, an amount in cash
equal to 103.525% of the principal amount of Debt Securities to be redeemed prior to September 15, 2009 and thereafter equal to
the percentage of the principal amount of the Debt Securities that is specified below for the Special Redemption Date plus, in
each case, unpaid interest accrued thereon to the Special Redemption Date:


 


	Special Redemption During the	 	Percentage of Principal	 
	12-Month Period Beginning September 15	 	Amount	 
	2009	 	 	102.820	%
	2010	 	 	102.115	%
	2011	 	 	101.410	%
	2012	 	 	100.705	%
	2013 and thereafter	 	 	100.000	%




 




    	 	A-7	 



     


    

 


In the event
of redemption of this Debt Security in part only, a new Debt Security or Debt Securities for the unredeemed portion hereof will
be issued in the name of the Securityholder hereof upon the cancellation hereof.


 


In certain cases
where an Event of Default pursuant to paragraphs (c), (e), (f) or (g) of Section 5.01 of the Indenture shall have occurred and
be continuing, the principal of all of the Debt Securities may be declared, and, in certain cases, shall ipso facto become, due
and payable, and upon such declaration of acceleration shall become due and payable, in each case, in the manner, with the effect
and subject to the conditions provided in the Indenture.


 


The Indenture
contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than a majority in aggregate
principal amount of the Debt Securities at the time outstanding affected thereby, as specified in the Indenture, to execute supplemental
indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture
or of any supplemental indenture or of modifying in any manner the rights of the Securityholders; provided, however,
that no such supplemental indenture shall, among other things, without the consent of the holders of each Debt Security then outstanding
and affected thereby (i) change the Maturity Date of any Debt Security, or reduce the principal amount thereof or any redemption
premium thereon, or reduce the rate (or manner of calculation of the rate) or extend the time of payment of interest thereon,
or reduce (other than as a result of the maturity or earlier redemption of any such Debt Security in accordance with the terms
of the Indenture and such Debt Security) or increase the aggregate principal amount of Debt Securities then outstanding, or change
any of the redemption provisions, or make the principal thereof or any interest or premium thereon payable in any coin or currency
other than United States Dollars, or impair or affect the right of any Securityholder to institute suit for the payment thereof,
or (ii) reduce the aforesaid percentage of Debt Securities, the holders of which are required to consent to any such supplemental
indenture. The Indenture also contains provisions permitting the holders of a majority in aggregate principal amount of the Debt
Securities at the time outstanding, on behalf of all of the Securityholders, to waive any past default in the performance of any
of the covenants contained in the Indenture, or established pursuant to the Indenture, and its consequences, except (a) a default
in payments due in respect of any of the Debt Securities, (b) in respect of covenants or provisions of the Indenture which cannot
be modified or amended without the consent of the holder of each Debt Security affected, or (c) in respect of the covenants of
the Company relating to its ownership of Common Securities of the Trust. Any such consent or waiver by the registered holder of
this Debt Security (unless revoked as provided in the Indenture) shall be conclusive and binding upon such Securityholder and
upon all future holders and owners of this Debt Security and of any Debt Security issued in exchange herefor or in place hereof
(whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made
upon this Debt Security.


 


No reference
herein to the Indenture and no provision of this Debt Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay all payments due on this Debt Security at the time and place and at the rate
and in the money herein prescribed.


 




    	 	A-8	 



     


    

 


As provided
in the Indenture and subject to certain limitations herein and therein set forth, this Debt Security is transferable by the registered
holder hereof on the Debt Security Register of the Company, upon surrender of this Debt Security for registration of transfer at
the office or agency of the Trustee in Wilmington, Delaware accompanied by a written instrument or instruments of transfer in form
satisfactory to the Company or the Trustee duly executed by the registered holder hereof or such Securityholder’s attorney duly
authorized in writing, and thereupon one or more new Debt Securities of authorized denominations and for the same aggregate principal
amount will be issued to the designated transferee or transferees. No service charge will be made for any such registration of
transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in relation
thereto.


 


Prior to due
presentment for registration of transfer of this Debt Security, the Company, the Trustee, any Authenticating Agent, any Paying
Agent, any transfer agent and the Debt Security Registrar may deem and treat the registered holder hereof as the absolute owner
hereof (whether or not this Debt Security shall be overdue and notwithstanding any notice of ownership or writing hereon) for the
purpose of receiving payment of the principal of and premium, if any, and interest on this Debt Security and for all other purposes,
and neither the Company nor the Trustee nor any Authenticating Agent nor any Paying Agent nor any transfer agent nor any Debt Security
Registrar shall be affected by any notice to the contrary.


 


No recourse
shall be had for the payment of the principal of or the interest on this Debt Security, or for any claim based hereon, or otherwise
in respect hereof, or based on or in respect of the Indenture, against any incorporator, stockholder, officer or director, past,
present or future, as such, of the Company or of any predecessor or successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issuance hereof, expressly waived and released.


 


The Debt Securities
are issuable only in registered certificated form without coupons. As provided in the Indenture and subject to certain limitations
herein and therein set forth, Debt Securities are exchangeable for a like aggregate principal amount of Debt Securities of a different
authorized denomination, as requested by the Securityholder surrendering the same.


 


All terms used
in this Debt Security that are defined in the Indenture shall have the meanings assigned to them in the Indenture.


 


THE LAW OF THE
STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THE DEBT SECURITIES, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF (OTHER
THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW).


 




    	 	A-9