EX-4.3



 Exhibit 4.3 

GLOBAL NOTE 
 THIS SECURITY IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO IN THIS SECURITY AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR ITS NOMINEE. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES OF THIS SERIES IN CERTIFICATED FORM, THIS
SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF SUCH A TRANSFERROR TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF SUCH A TRANSFEREE OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF SUCH A TRANSFERROR AND ANY PAYMENT IS MADE TO SUCH A TRANSFEREE, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, SUCH
A TRANSFERROR, HAS AN INTEREST HEREIN. 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 THIS SECURITY AND THE OBLIGATIONS OF THE COMPANY (AS DEFINED
HEREIN) AS EVIDENCED HEREBY (1) ARE NOT DEPOSITS WITH OR HELD BY THE COMPANY AND ARE NOT INSURED OR GUARANTEED BY ANY FEDERAL AGENCY OR INSTRUMENTALITY, INCLUDING, WITHOUT LIMITATION, THE FEDERAL DEPOSIT INSURANCE CORPORATION AND (2) ARE
SUBORDINATE IN THE RIGHT OF PAYMENT TO THE SENIOR COMPANY INDEBTEDNESS (AS DEFINED IN THE INDENTURE REFERRED TO IN THIS SECURITY) AND, IN CERTAIN CIRCUMSTANCES, TO OTHER COMPANY OBLIGATIONS (AS DEFINED IN SUCH INDENTURE). 

EVERBANK FINANCIAL CORP 

5.75% SUBORDINATED NOTES DUE 2025 
  

					
	No. R-1				CUSIP: 29977GAA0
			
	$175,000,000				ISIN: US29977GAA04

 Everbank Financial Corp, a Delaware corporation (hereinafter called the “Company”, which term
includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ONE HUNDRED








 
SEVENTY-FIVE MILLION DOLLARS ($175,000,000.00) (or such other amount as set forth in the Schedule of Increases or Decreases in Note attached hereto) on July 2, 2025 (such date is hereinafter
referred to as the “Maturity Date”), and to pay interest thereon from June 30, 2015 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on each
January 2 and July 2 of each year (each, an “Interest Payment Date”) or if any such day is not a Business Day, on the next succeeding Business Day, commencing January 2, 2016, at the rate of 5.75% per annum, with
such interest calculated on the basis of a 360-day year consisting of twelve 30-day months, until the principal of the Notes has been paid in full or a sum sufficient to pay the principal of the Notes has been made available for payment. The
interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note, or any predecessor Note, is registered at the close of business on the
Regular Record Date for such Interest Payment Date; provided that the interest due on the Maturity Date (whether or not an Interest Payment Date) of a Note of the series of Securities of which this Note is a part will be paid to the Person to
whom principal of such Note is payable. 
 Payment of the principal of and interest on this Note will be made at the office or agency of the
Company maintained for that purpose in New York, New York, which shall initially be the principal office of the Trustee located therein, in such coin or currency of the United States of America as 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 Person entitled thereto at such address as shall appear in the Security Register or by wire
transfer to an account appropriately designated by the Person entitled to payment; provided, that the Paying Agent shall have received written notice of such account designation at least five Business Days prior to the date of such payment
(subject to surrender of the relevant Note in the case of a payment of interest on the Maturity Date). 
 Reference is hereby made to the
further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual or facsimile
signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 
 [Signature Page
Follows] 







 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 

Dated: June 30, 2015 
  

											
	Attested:						EVERBANK FINANCIAL CORP
						
	By:  		     /s/ Jean-Marc Corredor
						By:  		     /s/ Steven J. Fischer

			Name: Jean-Marc Corredor								Name:  Steven J. Fischer
			Title:   Assistant Secretary								Title:    Senior Executive Vice President and Chief Financial Officer








 TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture. 

Dated: June 30, 2015 
  

			
	WELLS FARGO BANK, NATIONAL
	ASSOCIATION, as Trustee
		
	By:  		     /s/ Stefan Victory

			Authorized Signatory









 REVERSE OF NOTE 

EVERBANK FINANCAL CORP 
 5.75%
SUBORDINATED NOTES DUE 2025 
 This Note is one of a duly authorized issue of Securities of the Company of a series designated as the
“5.75% Subordinated Notes due 2025” (herein called the “Notes”) initially issued in an aggregate principal amount of $175,000,000 on June 30, 2015. Such series of Securities has been established pursuant to, and is
one of an indefinite number of series of subordinated debt securities of the Company issued or issuable under and pursuant to, the Indenture (the “Base Indenture”) dated as of June 30, 2015, between the Company and Wells Fargo
Bank, National Association, as Trustee (herein called the “Trustee,” which term includes any successor trustee), as supplemented and amended by the First Supplemental Indenture between the Company and the Trustee, dated as of
June 30, 2015, thereto (the “First Supplemental Indenture” and the Base Indenture as supplemented and amended by the First Supplemental Indenture the “Indenture”), to which Indenture and any other indentures
supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Persons in whose names Notes are registered on the Security Register
from time to time and of the terms upon which the Notes are, and are to be, authenticated and delivered. The terms, conditions and provisions of the Notes are those stated in the Indenture, those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended, and those set forth in this Note. To the extent that the terms, conditions and provisions of this Note modify, supplement or are inconsistent with those of the Indenture, then the terms, conditions and other
provisions of this Note shall govern to the extent such terms, conditions and other provisions of this Note are not inconsistent with the terms, conditions and provisions made part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended. 
 All capitalized terms used in this Note and not defined herein that are defined in the Base Indenture or the First Supplemental
Indenture shall have the meanings assigned to them in the Base Indenture or the First Supplemental Indenture. If any capitalized term used in this Note and defined herein is also defined in the Base Indenture or the First Supplemental Indenture, in
the event of any conflict in the meanings ascribed to such capitalized term, the definition of the capitalized term in this Note shall control. 

The indebtedness of the Company evidenced by the Notes, including the principal thereof and interest thereon, is subordinate and junior in
right of payment to obligations of the Company constituting the Senior Company Indebtedness (as defined in the Base Indenture) and, in certain circumstances, to Other Company Obligations (as defined in the Base Indenture), in each case, on the terms
and subject to the terms and conditions as provided and set forth in Article XV of the Base Indenture and shall rank pari passu in right of payment with all other Notes and with all other unsecured subordinated indebtedness of the Company
issued under the Indenture and not by its terms subordinate and junior in right of payment to the promissory notes, bonds, debentures or other evidences of indebtedness of types that include the Notes. Each Holder of this Security, by the acceptance
hereof, agrees to and shall be bound by such provisions of the Indenture and authorizes and directs the Trustee on his behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided. 

The Notes are intended to be treated as tier 2 capital (or its then equivalent if the Company were subject to such capital requirement) for
purposes of capital adequacy guidelines of the Board of Governors of the Federal Reserve System (or any successor regulatory authority with jurisdiction over bank holding companies) (the “Federal Reserve Board”) as then in effect
and applicable to the Company. If an Event of Default with respect to Notes shall occur and be continuing, the principal and 







 
interest owed on the Notes shall only become due and payable in accordance with the terms and conditions set forth in Article V of the Base Indenture and Section 2.07 of the First
Supplemental Indenture. Accordingly, the Holder of this Note has no right to accelerate the maturity of this Note in the event the Company fails to pay interest on any of the Notes or fails to perform any other obligations under the Notes or in
the Indenture that are applicable to the Notes other than in the case of an Event of Default. 
 The Notes of this series shall not be
redeemable prior to the Maturity Date. Notwithstanding the foregoing sentence, the Company may redeem the Notes: (a) in whole or in part on or after the 30th day prior to the Maturity Date
and (b) in whole, but not in part, at any time within 90 days following the occurrence of a Regulatory Capital Treatment Event. No such redemption of the Notes by the Company prior to the Maturity Date shall be made without the prior approval
of the Federal Reserve Board if such prior approval is or will be required at the scheduled Redemption Date in order for the Notes to qualify as tier 2 capital of the Company under the rules and guidelines of the Federal Reserve Board. 

The Notes of this series are not entitled to the benefit of any sinking fund. The Notes are not convertible into or exchangeable for any of
the equity securities, other securities or assets of the Company or any Subsidiary. 
 The Base Indenture provisions relating to defeasance
and covenant defeasance in Sections 13.02 and 13.03 of the Base Indenture shall not be applicable to the Notes. 
 The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes at any time by the Company and the Trustee with the consent of the
Holders of a majority in principal amount of the Notes of each series (each series voting as a class) affected thereby and at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in principal
amount of the Notes of a series at the time Outstanding, on behalf of the Holders of all Notes of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon
this Note. 
 As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in
the Security Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of and interest on this Note are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated transferee or transferees. 
 The Notes of this series are
issuable only in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess of $2,000. 
 The
Company and the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any
such agent shall be affected by notice to the contrary. 
 No reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest (if any) on this Security at the times, place and rate, and in the coin or currency, herein prescribed. 







 Wells Fargo Bank, National Association will act as the Company’s principal Paying Agent with
respect to the Notes through its offices presently located at 150 East 42nd Street, 40th Floor, New York, New York 10017. The Company may at any time rescind the designation of a Paying Agent, appoint a successor Paying Agent, or approve a change in
the office through which any Paying Agent acts. 
 Notices to the Holders of registered Notes will be mailed to such Holders at their
respective addresses in the Security Register will be deemed to have been given on the fourth weekday (being a day other than Saturday or Sunday) after the date of mailing. The Indenture contains provisions setting forth certain conditions to the
institution of proceedings by the Holders of Notes with respect to the Indenture or for any remedy under the Indenture. 
 THE INDENTURE AND
THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 [end reverse side of note] 







 ASSIGNMENT FORM 

To assign the within Security, fill in the form below: 
 I or we
assign and transfer the within Security to: 
  

					
			  
		
	
	(Insert assignee’s legal name)
			
			  
		
	
	(Insert assignee’s social security or tax I.D. no.)
			
			  
		
			
			  
		
	
	(Print or type assignee’s name, address and zip code)

 and irrevocably appoint as agent to transfer this Security on the books of Independent Bank Group, Inc. The agent may
substitute another to act for it. 
  

							
	Your Signature:		  
		
	         (Sign exactly as your name appears on the other side of this Security)
		

  

							
	Your Name:		  
		

  

							
	Date:		  
		

  

							
	Signature Guarantee: *		  
		
							

 NOTICE: The Signature must be guaranteed by an Institution which is a member of one of the following recognized signature
Guarantee Programs: (i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP); or (iv) such other guarantee program
acceptable to the Trustee. 







 SIGNATURE GUARANTEE 

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security registrar, which requirements include
membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security registrar in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 







 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE 

The initial outstanding principal amount of this Global Note is $175,000,000. The following increases or decreases in the principal amount of this Global Note
have been made: 
  

									
	 Date of Exchange
	  	Amount of
Decrease in
Principal Amount
of this Global Note	  	Amount of
Increase in the
Principal Amount
of this Global Note	  	Principal Amount
of this Global Note
following such
Decrease or
Increase	  	Signature of Authorized
Signatory of Trustee