Unassociated Document


    JUNIOR
      SUBORDINATED DEBT SECURITY

    DUE
      2038

     

    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.

     

    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.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    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.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    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.  

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    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.

     

    The
      provisions of this Debt Security are continued on the reverse side hereof and
      such continued provisions shall for all purposes have the same effect as though
      fully set forth at this place.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    



    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	 


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    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 

              12-Month
                Period Beginning September 15

            	
              Percentage
                of Principal Amount

            
	 	 
	
              2009

            	
              102.820%

            
	
              2010

            	
              102.115%

            
	
              2011

            	
              101.410%

            
	
              2012

            	
              100.705%

            
	
              2013
                and thereafter

            	
              100.000%

            


    

     

    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.

     

    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).