Unassociated Document


    CAPITAL
      SECURITY CERTIFICATE

     

    THIS
      CAPITAL SECURITY IS A GLOBAL CAPITAL SECURITY WITHIN THE MEANING OF THE
      DECLARATION HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
      DEPOSITORY TRUST COMPANY ("DTC") OR A NOMINEE OF DTC. THIS CAPITAL SECURITY
      IS
      EXCHANGEABLE FOR CAPITAL SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER
      THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
      DECLARATION, AND NO TRANSFER OF THIS CAPITAL SECURITY (OTHER THAN A TRANSFER
      OF
      THIS CAPITAL SECURITY AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE
      OF
      DTC TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN LIMITED
      CIRCUMSTANCES.

     

    UNLESS
      THIS CAPITAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO
      JACKSONVILLE
      BANCORP, INC. STATUTORY TRUST III
      OR ITS
      AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CAPITAL
      SECURITY ISSUED IS REGISTERED AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC (AND ANY PAYMENT HEREON IS MADE 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 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 DEBENTURE ISSUER OR THE
      TRUST, (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 DEBENTURE ISSUER'S AND THE TRUST'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
      EACH
      OF THEM IN ACCORDANCE WITH THE AMENDED AND RESTATED DECLARATION OF TRUST, A
      COPY
      OF WHICH MAY BE OBTAINED FROM THE DEBENTURE ISSUER OR THE TRUST. 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.

     

    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 CERTIFICATE WILL DELIVER TO
      THE
      REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY
      BE
      REQUIRED BY THE AMENDED AND RESTATED DECLARATION OF TRUST TO CONFIRM THAT THE
      TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

       

    

    THIS
      SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING A
      LIQUIDATION 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 LIQUIDATION
      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.

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

     

    
      	Certificate Number   [P-001]	
              Number
                of Capital Securities:
                7,550

            


    

        

    CUSIP
      No.
      469249 AA 4

     

    Certificate
      Evidencing Capital Securities

     

    of

     

    Jacksonville
      Bancorp, Inc. Statutory Trust III

     

    TP
      Securities

     

    (liquidation
      amount $1,000 per Capital Security)

     

    Jacksonville
      Bancorp, Inc. Statutory Trust III, a statutory trust created under the laws
      of
      the State of Delaware (the "Trust"), hereby certifies that Cede & Co., as
      nominee on behalf of the Depository Trust Company (the "Holder"), is the
      registered owner of 7,550 capital securities of the Trust representing undivided
      beneficial interests in the assets of the Trust, designated the TP Securities
      (liquidation amount $1,000 per Capital Security) (the "Capital Securities").
      Subject to the Declaration (as defined below), the Capital Securities are
      transferable on the books and records of the Trust, in person or by a duly
      authorized attorney, upon surrender of this Certificate duly endorsed and in
      proper form for transfer. The Capital Securities represented hereby are issued
      pursuant to, and the designation, rights, privileges, restrictions, preferences
      and other terms and provisions of the Capital Securities shall in all respects
      be subject to, the provisions of the Amended and Restated Declaration of Trust
      of the Trust, dated as of June 20, 2008, among Gilbert J. Pomar, III and Valerie
      A. Kendall, as Administrators, Wells Fargo Delaware Trust Company, as Delaware
      Trustee, Wells Fargo Bank, National Association, as Institutional Trustee,
      Jacksonville Bancorp, Inc., as Sponsor, and the holders from time to time of
      undivided beneficial interests in the assets of the Trust, including the
      designation of the terms of the Capital Securities as set forth in Annex I
      to
      the Declaration, as the same may be amended from time to time (the
      "Declaration"). Capitalized terms used herein but not defined shall have the
      meaning given them in the Declaration. The Holder is entitled to the benefits
      of
      the Guarantee to the extent provided therein. The Sponsor will provide a copy
      of
      the Declaration, the Guarantee, and the Indenture to the Holder without charge
      upon written request to the Sponsor at its principal place of
      business.

     

    By
      acceptance of this Security, the Holder is bound by the Declaration and is
      entitled to the benefits thereunder.

     

    By
      acceptance of this Security, the Holder agrees to treat, for United States
      federal income tax purposes, the Debentures as indebtedness and the Capital
      Securities as evidence of beneficial ownership in the Debentures.

     

    This
      Capital Security is governed by, and shall be construed in accordance with,
      the
      laws of the State of Delaware, without regard to principles of conflict of
      laws.

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    


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

     

    
      	 	Jacksonville Bancorp,
              Inc.
              Statutory Trust III
	 	 	 	 
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	Administrator
	 	 	 	 
	 	 	 	 
	 	Dated:	 


    

         

     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      represents Capital Securities referred to in the within-mentioned
      Declaration.

     

    
      	
            	
              WELLS FARGO BANK, NATIONAL 

              ASSOCIATION, not in its individual capacity


              but solely as Institutional Trustee

            
	 	 	 	 
	 	 	 	 
	 	By:	 
	 	 	Authorized
              Signatory
	 	 	 	 
	 	Dated:	 


    

     

    
      
         

      

      
        -5-

        
          

        

      

      
         

      

       

    

    REVERSE
      OF SECURITY

     

    Distributions
      payable on each Capital Security will be payable at a variable per annum rate
      of
      interest, reset quarterly, equal to LIBOR (as defined in the Declaration) plus
      3.75% (the "Coupon Rate") of the stated liquidation amount of $1,000 per Capital
      Security (provided, however, that the Coupon Rate for any Distribution 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), such Coupon
      Rate
      being the rate of interest payable on the Debentures to be held by the
      Institutional Trustee. Distributions in arrears for more than one quarterly
      period will bear interest thereon compounded quarterly at the then applicable
      Coupon Rate for each such quarterly period (to the extent permitted by
      applicable law). The term "Distributions" as used herein includes cash
      distributions, any such compounded distributions and any Additional Interest
      payable on the Debentures unless otherwise stated. A Distribution is payable
      only to the extent that payments are made in respect of the Debentures held
      by
      the Institutional Trustee and to the extent the Institutional Trustee has funds
      legally available in the Property Account therefor. The amount of Distributions
      payable for any period shall be computed for any full quarterly Distribution
      period on the basis of a 360-day year and the actual number of days elapsed
      in
      the relevant Distribution Payment Period.

     

    Except
      as
      otherwise described below, Distributions on the Capital Securities will be
      cumulative, will accrue from the date of original issuance and will be payable
      quarterly in arrears on March 15, June 15, September 15 and December 15 of
      each
      year, commencing on September 15, 2008 (each, a "Distribution Payment Date").
      Subject to prior 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 Debenture Issuer
      has
      the right under the Indenture to defer payments of interest on the Debentures
      by
      extending the interest distribution period for up to 20 consecutive quarterly
      periods (each, an "Extension Period") at any time and from time to time on
      the
      Debentures, subject to the conditions described below, 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 Debentures, 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 Coupon Rate in effect for each 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 a
      Distribution Payment Date. At the end of any such Extension Period, the
      Debenture Issuer shall pay all Deferred Interest then accrued and unpaid on
      the
      Debentures; provided,
      however,
      that no
      Extension Period may extend beyond the Maturity Date, Redemption Date (to the
      extent redeemed) or Special Redemption Date. Prior to the termination of any
      Extension Period, the Debenture Issuer may further extend such period;
provided,
      that
      such period together with all such previous and further consecutive extensions
      thereof shall not 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 Debenture Issuer may commence a new Extension Period,
      subject to the foregoing requirements. No interest or Deferred Interest (except
      any Additional Interest that may be due and payable) 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.
      If
      Distributions are deferred, the Distributions due shall be paid on the date
      that
      the related Extension Period terminates to Holders of the Securities as they
      appear on the books and records of the Trust on the record date immediately
      preceding such date. Distributions on the Securities must be paid on the dates
      payable (after giving effect to any Extension Period) to the extent that the
      Trust has funds legally available for the payment of such distributions in
      the
      Property Account of the Trust. The Trust's funds available for Distribution
      to
      the Holders of the Securities will be limited to payments received from the
      Debenture Issuer. The payment of Distributions out of moneys held by the Trust
      is guaranteed by the Guarantor pursuant to the Guarantee.

     

    
      
         

      

      
        -6-

        
          

        

      

      
         

      

       

    

    The
      Capital Securities shall be redeemable as provided in the
      Declaration.

     

    
      
         

      

      
        -7-

        
          

        

      

      
         

      

       

    

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned assigns and transfers this Capital Security
      Certificate to:

     

    _______________________

     

    _______________________

     

    _______________________

     

    (Insert
      assignee's social security or tax identification number)

     

    _______________________

     

    _______________________

     

    _______________________

     

    (Insert
      address and zip code of assignee),

     

    and
      irrevocably appoints
      ______________________________________________________________________________________________

    as
      agent
      to transfer this Capital Security Certificate on the books of the Trust. The
      agent may substitute another to act for it, him or her.

     

    Date:
      ___________________________     

     

    Signature:
      _______________________    

     

    (Sign
      exactly as your name appears on the other side of this Capital Security
      Certificate)

     

    Signature
      Guarantee:1 __________________________      

     

    


    


    

      

      
        1
          Signature must be guaranteed by an "eligible guarantor institution" that
          is a
          bank, stockbroker, savings and loan association or credit union meeting
          the
          requirements of the Security registrar, which requirements include membership
          or
          participation in the Securities Transfer Agents 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.

         

        
          
             

          

          
            -8-