Unassociated Document


     

    GUARANTEE
      AGREEMENT

     

    JACKSONVILLE
      BANCORP, INC.

     

    Dated
      as
      of June 20, 2008


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

    


    
      	 	 	
              Page

            
	 	 	 
	
              ARTICLE
                I

            	 
	
              DEFINITIONS
                AND INTERPRETATION

            	 
	 	 
	
              SECTION 1.1.

            	
              Definitions
                and Interpretation

            	
              1

            
	 	 	 
	
              ARTICLE
                II

            	 
	
              POWERS,
                DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

            	 
	 	 
	
              SECTION 2.1.

            	
              Powers
                and Duties of the Guarantee Trustee

            	
              4

            
	 	 	 
	
              SECTION 2.2.

            	
              Certain
                Rights of the Guarantee Trustee

            	
              5

            
	 	 	 
	
              SECTION 2.3.

            	
              Not
                Responsible for Recitals or Issuance of Guarantee

            	
              7

            
	 	 	 
	
              SECTION 2.4.

            	
              Events
                of Default; Waiver

            	
              7

            
	 	 	 
	
              SECTION 2.5.

            	
              Events
                of Default; Notice

            	
              8

            
	 	 	 
	
              ARTICLE
                III

            	 
	
              THE
                GUARANTEE TRUSTEE

            	 
	 	 
	
              SECTION 3.1.

            	
              The
                Guarantee Trustee; Eligibility

            	
              8

            
	 	 	 
	
              SECTION 3.2.

            	
              Appointment,
                Removal and Resignation of the Guarantee Trustee

            	
              9

            
	 	 	 
	
              ARTICLE
                IV

            	 
	
              GUARANTEE

            	 
	 	 	 
	
              SECTION 4.1.

            	
              Guarantee

            	
              10

            
	 	 	 
	
              SECTION 4.2.

            	
              Waiver
                of Notice and Demand

            	
              10

            
	 	 	 
	
              SECTION 4.3.

            	
              Obligations
                Not Affected

            	
              10

            
	 	 	 
	
              SECTION 4.4.

            	
              Rights
                of Holders

            	
              11

            
	 	 	 
	
              SECTION 4.5.

            	
              Guarantee
                of Payment

            	
              12

            
	 	 	 
	
              SECTION 4.6.

            	
              Subrogation

            	
              12

            
	 	 	 
	
              SECTION 4.7.

            	
              Independent
                Obligations

            	
              12

            
	 	 	 
	
              SECTION 4.8.

            	
              Enforcement

            	
              12

            


    

     

    
      
        
        

      

      
        -i-

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

    (continued)

    


    
      	 	 	
              Page

            
	 	 	 
	
              ARTICLE
                V

            	 
	
              LIMITATION
                OF TRANSACTIONS; SUBORDINATION

            	 
	 	 
	
              SECTION 5.1.

            	
              Limitation
                of Transactions

            	
              13

            
	 	 	 
	
              SECTION 5.2.

            	
              Ranking

            	
              13

            
	 	 	 
	
              ARTICLE
                VI

            	 
	
              TERMINATION

            	 
	 	 	 
	
              SECTION 6.1.

            	
              Termination

            	
              14

            
	 	 	 
	
              ARTICLE
                VII

            	 
	
              INDEMNIFICATION

            	 
	 	 
	
              SECTION 7.1.

            	
              Exculpation

            	
              14

            
	 	 	 
	
              SECTION 7.2.

            	
              Indemnification

            	
              14

            
	 	 	 
	
              SECTION 7.3.

            	
              Compensation;
                Reimbursement of Expenses

            	
              15

            
	 	 	 
	
              ARTICLE
                VIII

            	 
	
              MISCELLANEOUS

            	 
	 	 
	
              SECTION 8.1.

            	
              Successors
                and Assigns

            	
              16

            
	 	 	 
	
              SECTION 8.2.

            	
              Amendments

            	
              16

            
	 	 	 
	
              SECTION 8.3.

            	
              Notices

            	
              16

            
	 	 	 
	
              SECTION 8.4.

            	
              Benefit

            	
              17

            
	 	 	 
	
              SECTION 8.5.

            	
              Governing
                Law

            	
              17

            
	 	 	 
	
              SECTION 8.6.

            	
              Counterparts

            	
              17

            


    


    
      
        
        

      

      
        -ii-

        
          

        

      

      
        
        

      

    


    GUARANTEE
      AGREEMENT

     

    This
      GUARANTEE AGREEMENT (the "Guarantee"), dated as of June 20, 2008, is executed
      and delivered by Jacksonville Bancorp, Inc., incorporated in Florida (the
      "Guarantor"), and Wells Fargo Bank, National Association, as trustee (the
      "Guarantee Trustee"), for the benefit of the Holders (as defined herein) from
      time to time of the Capital Securities (as defined herein) of Jacksonville
      Bancorp, Inc. Statutory Trust III, a Delaware statutory trust (the
      "Issuer").

     

    WHEREAS,
      pursuant to an Amended and Restated Declaration of Trust (the "Declaration"),
      dated as of June 20, 2008, among the trustees named therein of the Issuer,
      the
      administrators of the Issuer named therein, Jacksonville Bancorp, Inc., as
      sponsor, and the Holders from time to time of undivided beneficial interests
      in
      the assets of the Issuer, the Issuer is issuing on the date hereof securities,
      having an aggregate liquidation amount of up to $8,850,000, designated the
      TP
      Securities (the "Capital Securities"); and

     

    WHEREAS,
      as incentive for the Holders to purchase the Capital Securities, the Guarantor
      desires irrevocably and unconditionally to agree, to the extent set forth in
      this Guarantee, to pay to the Holders of Capital Securities the Guarantee
      Payments (as defined herein) and to make certain other payments on the terms
      and
      conditions set forth herein.

     

    NOW,
      THEREFORE, in consideration of the purchase by each Holder of the Capital
      Securities, which purchase the Guarantor hereby agrees shall benefit the
      Guarantor, the Guarantor executes and delivers this Guarantee for the benefit
      of
      the Holders.

     

    ARTICLE
      I

    DEFINITIONS
      AND INTERPRETATION

     

    SECTION
      1.1. Definitions and Interpretation.

     

    In
      this
      Guarantee, unless the context otherwise requires:

     

    (a) capitalized
      terms used in this Guarantee but not defined in the preamble above have the
      respective meanings assigned to them in this Section 1.1;

     

    (b) a
      term
      defined anywhere in this Guarantee has the same meaning throughout;

     

    (c) all
      references to "the Guarantee" or "this Guarantee" are to this Guarantee as
      modified, supplemented or amended from time to time;

     

    (d) all
      references in this Guarantee to Articles and Sections are to Articles and
      Sections of this Guarantee, unless otherwise specified;

     

    (e) terms
      defined in the Declaration as of the date of execution of this Guarantee have
      the same meanings when used in this Guarantee, unless otherwise defined in
      this
      Guarantee or unless the context otherwise requires; and


    
      
        
        

      

      
        - 1 -

        
          

        

      

      
        
        

      

    

     

    (f) a
      reference to the singular includes the plural and vice versa.

     

    "Beneficiaries"
      means any Person to whom the Issuer is or hereafter becomes indebted or
      liable.

     

    "Corporate
      Trust Office" means the office of the Guarantee Trustee at which the corporate
      trust business of the Guarantee Trustee shall, at any particular time, be
      principally administered.

     

    "Covered
      Person" means any Holder of Capital Securities.

     

    "Debentures"
      means the junior subordinated debentures of Jacksonville Bancorp, Inc.,
      designated the Junior Subordinated Debt Securities due 2038, held by the
      Institutional Trustee (as defined in the Declaration) of the
      Issuer.

     

    "Event
      of
      Default" has the meaning set forth in Section 2.4.

     

    "Guarantee
      Payments" means the following payments or distributions, without duplication,
      with respect to the Capital Securities, to the extent not paid or made by the
      Issuer: (i) any accrued and unpaid Distributions (as defined in the
      Declaration) which are required to be paid on such Capital Securities to the
      extent the Issuer has funds available in the Property Account (as defined in
      the
      Declaration) therefor at such time, (ii) the Redemption Price (as defined in
      the
      Indenture) to the extent the Issuer has funds available in the Property Account
      therefor at such time, with respect to any Capital Securities called for
      redemption by the Issuer, (iii) the Special Redemption Price (as defined in
      the
      Indenture) to the extent the Issuer has funds available in the Property Account
      therefor at such time, with respect to Capital Securities called for redemption
      upon the occurrence of a Special Event (as defined in the Indenture), and
      (iv) upon a voluntary or involuntary liquidation, dissolution, winding-up
      or termination of the Issuer (other than in connection with the distribution
      of
      Debentures to the Holders of the Capital Securities in exchange therefor as
      provided in the Declaration), the lesser of (a) the aggregate of the liquidation
      amount and all accrued and unpaid Distributions on the Capital Securities to
      the
      date of payment, to the extent the Issuer has funds available in the Property
      Account therefor at such time, and (b) the amount of assets of the Issuer
      remaining available for distribution to Holders in liquidation of the Issuer
      after satisfaction of liabilities to creditors of the Issuer as required by
      applicable law (in either case, the "Liquidation Distribution").

     

    "Guarantee
      Trustee" means Wells Fargo Bank, National Association, until a Successor
      Guarantee Trustee has been appointed and has accepted such appointment pursuant
      to the terms of this Guarantee and thereafter means each such Successor
      Guarantee Trustee.

     

    "Holder"
      means any holder, as registered on the books and records of the Issuer, of
      any
      Capital Securities; provided, however, that, in determining whether the holders
      of the requisite percentage of Capital Securities have given any request,
      notice, consent or waiver hereunder, "Holder" shall not include the Guarantor
      or
      any Affiliate of the Guarantor.

     

    "Indemnified
      Person" means the Guarantee Trustee (including in its individual capacity),
      any
      Affiliate of the Guarantee Trustee, or any officers, directors, shareholders,
      members, partners, employees, representatives, nominees, custodians or agents
      of
      the Guarantee Trustee.


    
      
        
        

      

      
        - 2 -

        
          

        

      

      
        
        

      

    

     

    "Indenture"
      means the Indenture, dated as of June 20, 2008, between the Guarantor and Wells
      Fargo Bank, National Association, not in its individual capacity but solely
      as
      trustee, and any indenture supplemental thereto pursuant to which the Debentures
      are to be issued to the Institutional Trustee of the Issuer.

     

    "Liquidation
      Distribution" has the meaning set forth in the definition of "Guarantee
      Payments" herein.

     

    "Majority
      in liquidation amount of the Capital Securities" means Holder(s) of outstanding
      Capital Securities, voting together as a class, but separately from the holders
      of Common Securities, of more than 50% of the aggregate liquidation amount
      (including the stated amount that would be paid on redemption, liquidation
      or
      otherwise, plus accrued and unpaid Distributions to, but excluding, the date
      upon which the voting percentages are determined) of all Capital Securities
      then
      outstanding.

     

    "Obligations"
      means any costs, expenses or liabilities (but not including liabilities related
      to taxes) of the Issuer, other than obligations of the Issuer to pay to holders
      of any Trust Securities the amounts due such holders pursuant to the terms
      of
      the Trust Securities.

     

    "Officer's
      Certificate" means, with respect to any Person, a certificate signed by one
      Authorized Officer of such Person. Any Officer's Certificate delivered with
      respect to compliance with a condition or covenant provided for in this
      Guarantee shall include:

     

    (a) a
      statement that each officer signing the Officer's Certificate has read the
      covenant or condition and the definitions relating thereto;

     

    (b) a
      brief
      statement of the nature and scope of the examination or investigation undertaken
      by each officer in rendering the Officer's Certificate;

     

    (c) a
      statement that each such officer has made such examination or investigation
      as,
      in such officer's opinion, is necessary to enable such officer 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, in the opinion of each such officer, such condition
      or
      covenant has been complied with.

     

    "Person"
      means a legal person, including any individual, corporation, estate,
      partnership, joint venture, association, joint stock company, limited liability
      company, trust, unincorporated association, or government or any agency or
      political subdivision thereof, or any other entity of whatever
      nature.

     

    "Responsible
      Officer" means, with respect to the Guarantee Trustee, any officer within the
      Corporate Trust Office of the Guarantee Trustee with direct responsibility
      for
      the administration of any matters relating to this Guarantee, 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 Corporate Trust Office of the Guarantee 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.


    
      
        
        

      

      
        - 3 -

        
          

        

      

      
        
        

      

    

     

    "Successor
      Guarantee Trustee" means a successor Guarantee Trustee possessing the
      qualifications to act as Guarantee Trustee under Section 3.1.

     

    "Trust
      Securities" means the Common Securities and the Capital Securities.

     

    ARTICLE
      II

    POWERS,
      DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

     

    SECTION
      2.1. Powers and Duties of the Guarantee Trustee.

     

    (a) This
      Guarantee shall be held by the Guarantee Trustee for the benefit of the Holders
      of the Capital Securities, and the Guarantee Trustee shall not transfer this
      Guarantee to any Person except a Holder of Capital Securities exercising his
      or
      her rights pursuant to Section 4.4(b) or to a Successor Guarantee Trustee on
      acceptance by such Successor Guarantee Trustee of its appointment to act as
      Successor Guarantee Trustee. The right, title and interest of the Guarantee
      Trustee shall automatically vest in any Successor Guarantee Trustee, and such
      vesting and cessation of title shall be effective whether or not conveyancing
      documents have been executed and delivered pursuant to the appointment of such
      Successor Guarantee Trustee.

     

    (b) If
      an
      Event of Default actually known to a Responsible Officer of the Guarantee
      Trustee has occurred and is continuing, the Guarantee Trustee shall enforce
      this
      Guarantee for the benefit of the Holders of the Capital Securities.

     

    (c) The
      Guarantee Trustee, before the occurrence of any Event of Default and after
      the
      curing or waiving of all Events of Default that may have occurred, shall
      undertake to perform only such duties as are specifically set forth in this
      Guarantee, and no implied covenants shall be read into this Guarantee against
      the Guarantee Trustee. In case an Event of Default has occurred (that has not
      been cured or waived pursuant to Section 2.4(b)) and is actually known to a
      Responsible Officer of the Guarantee Trustee, the Guarantee Trustee shall
      exercise such of the rights and powers vested in it by this Guarantee, and
      use
      the same degree of care and skill in its exercise thereof, as a prudent person
      would exercise or use under the circumstances in the conduct of his or her
      own
      affairs.

     

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

     

    (i) prior
      to
      the occurrence of any Event of Default and after the curing or waiving of all
      Events of Default that may have occurred:


    
      
        
        

      

      
        - 4 -

        
          

        

      

      
        
        

      

    

     

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

     

    (B) in
      the
      absence of bad faith on the part of the Guarantee Trustee, the Guarantee 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 Guarantee Trustee and conforming to the requirements of this Guarantee;
      but
      in the case of any such certificates or opinions furnished to the Guarantee
      Trustee, the Guarantee Trustee shall be under a duty to examine the same to
      determine whether or not on their face they conform to the requirements of
      this
      Guarantee;

     

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

     

    (iii) the
      Guarantee 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 written direction
      of the Holders of not less than a Majority in liquidation amount of the Capital
      Securities relating to the time, method and place of conducting any proceeding
      for any remedy available to the Guarantee Trustee, or exercising any trust
      or
      power conferred upon the Guarantee Trustee under this Guarantee;
      and

     

    (iv) no
      provision of this Guarantee shall require the Guarantee 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, if the Guarantee Trustee shall have reasonable grounds for believing
      that the repayment of such funds is not reasonably assured to it under the
      terms
      of this Guarantee, or security and indemnity, reasonably satisfactory to the
      Guarantee Trustee, against such risk or liability is not reasonably assured
      to
      it.

     

    SECTION
      2.2. Certain Rights of the Guarantee Trustee.

     

    (a) Subject
      to the provisions of Section 2.1:

     

    (i) The
      Guarantee 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, direction, consent, order, bond,
      debenture, note, other evidence of indebtedness or other paper or document
      believed by it to be genuine and to have been signed, sent or presented by
      the
      proper party or parties.


    
      
        
        

      

      
        - 5 -

        
          

        

      

      
        
        

      

    

     

    (ii) Any
      direction or act of the Guarantor contemplated by this Guarantee shall be
      sufficiently evidenced by an Officer's Certificate.

     

    (iii) Whenever,
      in the administration of this Guarantee, the Guarantee Trustee shall deem it
      desirable that a matter be proved or established before taking, suffering or
      omitting any action hereunder, the Guarantee Trustee (unless other evidence
      is
      herein specifically prescribed) may, in the absence of bad faith on its part,
      request and conclusively rely upon an Officer's Certificate of the Guarantor
      which, upon receipt of such request, shall be promptly delivered by the
      Guarantor.

     

    (iv) The
      Guarantee Trustee shall have no duty to see to any recording, filing or
      registration of any instrument or other writing (or any rerecording, refiling
      or
      reregistration thereof).

     

    (v) The
      Guarantee Trustee may consult with counsel of its selection, and the advice
      or
      opinion of such counsel with respect to legal matters 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.
      Such counsel may be counsel to the Guarantor or any of its Affiliates and may
      include any of its employees. The Guarantee Trustee shall have the right at
      any
      time to seek instructions concerning the administration of this Guarantee from
      any court of competent jurisdiction.

     

    (vi) The
      Guarantee Trustee shall be under no obligation to exercise any of the rights
      or
      powers vested in it by this Guarantee at the request or direction of any Holder,
      unless such Holder shall have provided to the Guarantee Trustee such security
      and indemnity, reasonably satisfactory to the Guarantee Trustee, against the
      costs, expenses (including attorneys' fees and expenses and the expenses of
      the
      Guarantee Trustee's agents, nominees or custodians) and liabilities that might
      be incurred by it in complying with such request or direction, including such
      reasonable advances as may be requested by the Guarantee Trustee; provided,
      however,
      that
      nothing contained in this Section 2.2(a)(vi) shall be taken to relieve the
      Guarantee Trustee, upon the occurrence of an Event of Default, of its obligation
      to exercise the rights and powers vested in it by this Guarantee.

     

    (vii) The
      Guarantee 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, direction, consent, order, bond, debenture, note,
      other
      evidence of indebtedness or other paper or document, but the Guarantee Trustee,
      in its discretion, may make such further inquiry or investigation into such
      facts or matters as it may see fit.

     

    (viii) The
      Guarantee Trustee may execute any of the trusts or powers hereunder or perform
      any duties hereunder either directly or by or through agents, nominees,
      custodians or attorneys, and the Guarantee Trustee shall not be responsible
      for
      any misconduct or negligence on the part of any agent or attorney appointed
      with
      due care by it hereunder.


    
      
        
        

      

      
        - 6 -

        
          

        

      

      
        
        

      

    


    (ix) Any
      action taken by the Guarantee Trustee or its agents hereunder shall bind the
      Holders of the Capital Securities, and the signature of the Guarantee Trustee
      or
      its agents alone shall be sufficient and effective to perform any such action.
      No third party shall be required to inquire as to the authority of the Guarantee
      Trustee to so act or as to its compliance with any of the terms and provisions
      of this Guarantee, both of which shall be conclusively evidenced by the
      Guarantee Trustee's or its agent's taking such action.

     

    (x) Whenever
      in the administration of this Guarantee the Guarantee Trustee shall deem it
      desirable to receive instructions with respect to enforcing any remedy or right
      or taking any other action hereunder, the Guarantee Trustee (A) may request
      instructions from the Holders of a Majority in liquidation amount of the Capital
      Securities, (B) may refrain from enforcing such remedy or right or taking such
      other action until such instructions are received and (C) shall be protected
      in
      conclusively relying on or acting in accordance with such
      instructions.

     

    (xi) The
      Guarantee Trustee shall not be liable for any action taken, suffered, or omitted
      to be taken 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
      Guarantee.

     

    (b) No
      provision of this Guarantee shall be deemed to impose any duty or obligation
      on
      the Guarantee Trustee to perform any act or acts or exercise any right, power,
      duty or obligation conferred or imposed on it, in any jurisdiction in which
      it
      shall be illegal or in which the Guarantee Trustee shall be unqualified or
      incompetent in accordance with applicable law to perform any such act or acts
      or
      to exercise any such right, power, duty or obligation. No permissive power
      or
      authority available to the Guarantee Trustee shall be construed to be a
      duty.

     

    SECTION
      2.3. Not Responsible for Recitals or Issuance of Guarantee.

     

    The
      recitals contained in this Guarantee shall be taken as the statements of the
      Guarantor, and the Guarantee Trustee does not assume any responsibility for
      their correctness. The Guarantee Trustee makes no representation as to the
      validity or sufficiency of this Guarantee.

     

    SECTION
      2.4. Events of Default; Waiver.

     

    (a) An
      Event
      of Default under this Guarantee will occur upon the failure of the Guarantor
      to
      perform any of its payment or other obligations hereunder.

     

    (b) The
      Holders of a Majority in liquidation amount of the Capital Securities may,
      voting or consenting as a class, on behalf of the Holders of all of the Capital
      Securities, waive any past Event of Default and its consequences. Upon such
      waiver, any such Event of Default shall cease to exist, and shall be deemed
      to
      have been cured, for every purpose of this Guarantee, but no such waiver shall
      extend to any subsequent or other default or Event of Default or impair any
      right consequent thereon.


    
      
        
        

      

      
        - 7 -

        
          

        

      

      
        
        

      

    

     

    SECTION
      2.5. Events of Default; Notice.

     

    (a) The
      Guarantee Trustee shall, within 90 days after the occurrence of an Event of
      Default, transmit by mail, first class postage prepaid, to the Holders of the
      Capital Securities, notices of all Events of Default actually known to a
      Responsible Officer of the Guarantee Trustee, unless such defaults have been
      cured before the giving of such notice; provided,
      however,
      that
      the Guarantee Trustee shall be protected in withholding such notice if and
      so
      long as a Responsible Officer of the Guarantee Trustee in good faith determines
      that the withholding of such notice is in the interests of the Holders of the
      Capital Securities.

     

    (b) The
      Guarantee Trustee shall not be charged with knowledge of any Event of Default
      unless the Guarantee Trustee shall have received written notice thereof from
      the
      Guarantor or a Holder of the Capital Securities, or a Responsible Officer of
      the
      Guarantee Trustee charged with the administration of this Guarantee shall have
      actual knowledge thereof.

     

    ARTICLE
      III

    THE
      GUARANTEE TRUSTEE

     

    SECTION
      3.1. The Guarantee Trustee; Eligibility.

     

    (a) There
      shall at all times be a Guarantee Trustee which shall:

     

    (i) not
      be an
      Affiliate of the Guarantor; and

     

    (ii) be
      a
      corporation or national association organized and doing business under the
      laws
      of the United States of America or any state or territory thereof or of the
      District of Columbia, or Person 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, territorial or District of Columbia authority. If such
      corporation or national association publishes reports of condition at least
      annually, pursuant to law or to the requirements of the supervising or examining
      authority referred to above, then, for the purposes of this Section 3.1(a)(ii),
      the combined capital and surplus of such corporation or national association
      shall be deemed to be its combined capital and surplus as set forth in its
      most
      recent report of condition so published.

     

    (b) If
      at any
      time the Guarantee Trustee shall cease to be eligible to so act under Section
      3.1(a), the Guarantee Trustee shall immediately resign in the manner and with
      the effect set forth in Section 3.2(c).


    
      
        
        

      

      
        - 8 -

        
          

        

      

      
        
        

      

    


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

     

    SECTION
      3.2. Appointment, Removal and Resignation of the Guarantee
      Trustee.

     

    (a) Subject
      to Section 3.2(b), the Guarantee Trustee may be appointed or removed without
      cause at any time by the Guarantor except during an Event of
      Default.

     

    (b) The
      Guarantee Trustee shall not be removed in accordance with Section 3.2(a) until
      a
      Successor Guarantee Trustee has been appointed and has accepted such appointment
      by written instrument executed by such Successor Guarantee Trustee and delivered
      to the Guarantor.

     

    (c) The
      Guarantee Trustee appointed to office shall hold office until a Successor
      Guarantee Trustee shall have been appointed or until its removal or resignation.
      The Guarantee Trustee may resign from office (without need for prior or
      subsequent accounting) by an instrument in writing executed by the Guarantee
      Trustee and delivered to the Guarantor, which resignation shall not take effect
      until a Successor Guarantee Trustee has been appointed and has accepted such
      appointment by an instrument in writing executed by such Successor Guarantee
      Trustee and delivered to the Guarantor and the resigning Guarantee
      Trustee.

     

    (d) If
      no
      Successor Guarantee Trustee shall have been appointed and accepted appointment
      as provided in this Section 3.2 within 60 days after delivery of an instrument
      of removal or resignation, the Guarantee Trustee resigning or being removed
      may,
      at the Guarantor’s expense, petition any court of competent jurisdiction for
      appointment of a Successor Guarantee Trustee. Such court may thereupon, after
      prescribing such notice, if any, as it may deem proper, appoint a Successor
      Guarantee Trustee.

     

    (e) No
      Guarantee Trustee shall be liable for the acts or omissions to act of any
      Successor Guarantee Trustee.

     

    (f) Upon
      termination of this Guarantee or removal or resignation of the Guarantee Trustee
      pursuant to this Section 3.2, the Guarantor shall pay to the Guarantee Trustee
      all amounts owing to the Guarantee Trustee under Sections 7.2 and 7.3 accrued
      to
      the date of such termination, removal or resignation.

     

    (g) Any
      Person into which the Guarantee 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 Guarantee 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 Guarantee 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.


    
      
        
        

      

      
        - 9 -

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      IV

    GUARANTEE

     

    SECTION
      4.1. Guarantee.

     

    (a) The
      Guarantor irrevocably and unconditionally agrees to pay in full to the Holders
      the Guarantee Payments (without duplication of amounts theretofore paid by
      the
      Issuer), as and when due, regardless of any defense (except as defense of
      payment by the Issuer), right of set-off or counterclaim that the Issuer may
      have or assert. The Guarantor's obligation to make a Guarantee Payment may
      be
      satisfied by direct payment of the required amounts by the Guarantor to the
      Holders or by causing the Issuer to pay such amounts to the
      Holders.

     

    (b) The
      Guarantor hereby also agrees to assume any and all Obligations of the Issuer
      and
      in the event any such Obligation is not so assumed, subject to the terms and
      conditions hereof, the Guarantor hereby irrevocably and unconditionally
      guarantees to each Beneficiary the full payment, when and as due, of any and
      all
      Obligations to such Beneficiaries. This Guarantee is intended to be for the
      Beneficiaries who have received notice hereof.

     

    SECTION
      4.2. Waiver of Notice and Demand.

     

    The
      Guarantor hereby waives notice of acceptance of this Guarantee and of any
      liability to which it applies or may apply, presentment, demand for payment,
      any
      right to require a proceeding first against the Issuer or any other Person
      before proceeding against the Guarantor, protest, notice of nonpayment, notice
      of dishonor, notice of redemption and all other notices and
      demands.

     

    SECTION
      4.3. Obligations Not Affected.

     

    The
      obligations, covenants, agreements and duties of the Guarantor under this
      Guarantee shall in no way be affected or impaired by reason of the happening
      from time to time of any of the following:

     

    (a) the
      release or waiver, by operation of law or otherwise, of the performance or
      observance by the Issuer of any express or implied agreement, covenant, term
      or
      condition relating to the Capital Securities to be performed or observed by
      the
      Issuer;

     

    (b) the
      extension of time for the payment by the Issuer of all or any portion of the
      Distributions, Redemption Price, Special Redemption Price, Liquidation
      Distribution or any other sums payable under the terms of the Capital Securities
      or the extension of time for the performance of any other obligation under,
      arising out of, or in connection with, the Capital Securities (other than an
      extension of time for the payment of the Distributions, Redemption Price,
      Special Redemption Price, Liquidation Distribution or other sums payable that
      results from the extension of any interest payment period on the Debentures
      or
      any extension of the maturity date of the Debentures permitted by the
      Indenture);

     

    
      
        
        

      

      
        - 10 -

        
          

        

      

      
        
        

      

    

     

    (c) any
      failure, omission, delay or lack of diligence on the part of the Holders to
      enforce, assert or exercise any right, privilege, power or remedy conferred
      on
      the Holders pursuant to the terms of the Capital Securities, or any action
      on
      the part of the Issuer granting indulgence or extension of any
      kind;

     

    (d) the
      voluntary or involuntary liquidation, dissolution, sale of any collateral,
      receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
      reorganization, arrangement, composition or readjustment of debt of, or other
      similar proceedings affecting, the Issuer or any of the assets of the
      Issuer;

     

    (e) any
      invalidity of, or defect or deficiency in, the Capital Securities;

     

    (f) the
      settlement or compromise of any obligation guaranteed hereby or hereby incurred;
      or

     

    (g) any
      other
      circumstance whatsoever that might otherwise constitute a legal or equitable
      discharge or defense of a guarantor, it being the intent of this Section 4.3
      that the obligations of the Guarantor hereunder shall be absolute and
      unconditional under any and all circumstances.

     

    There
      shall be no obligation of the Holders to give notice to, or obtain consent
      of,
      the Guarantor with respect to the happening of any of the
      foregoing.

     

    SECTION
      4.4. Rights of Holders.

     

    (a) The
      Holders of a Majority in liquidation amount of the Capital Securities have
      the
      right to direct the time, method and place of conducting any proceeding for
      any
      remedy available to the Guarantee Trustee in respect of this Guarantee or to
      direct the exercise of any trust or power conferred upon the Guarantee Trustee
      under this Guarantee; provided,
      however,
      that
      (subject to Sections 2.1 and 2.2) the Guarantee Trustee shall have the right
      to
      decline to follow any such direction if the Guarantee Trustee shall determine
      that the actions so directed would be unjustly prejudicial to the Holders not
      taking part in such direction or if the Guarantee Trustee being advised by
      legal
      counsel determines that the action or proceeding so directed may not lawfully
      be
      taken or if the Guarantee Trustee in good faith by its board of directors or
      trustees, executive committee or a trust committee of directors or trustees
      and/or Responsible Officers shall determine that the action or proceeding so
      directed would involve the Guarantee Trustee in personal liability.

     

    (b) Any
      Holder of Capital Securities may institute a legal proceeding directly against
      the Guarantor to enforce the Guarantee Trustee's rights under this Guarantee,
      without first instituting a legal proceeding against the Issuer, the Guarantee
      Trustee or any other Person. The Guarantor waives any right or remedy to require
      that any such action be brought first against the Issuer, the Guarantee Trustee
      or any other Person before so proceeding directly against the
      Guarantor.


    
      
        
        

      

      
        - 11 -

        
          

        

      

      
        
        

      

    

     

    SECTION
      4.5. Guarantee of Payment.

     

    This
      Guarantee creates a guarantee of payment and not of collection.

     

    SECTION
      4.6. Subrogation.

     

    The
      Guarantor shall be subrogated to all (if any) rights of the Holders of Capital
      Securities against the Issuer in respect of any amounts paid to such Holders
      by
      the Guarantor under this Guarantee; provided,
      however,
      that
      the Guarantor shall not (except to the extent required by applicable provisions
      of law) be entitled to enforce or exercise any right that it may acquire by
      way
      of subrogation or any indemnity, reimbursement or other agreement, in all cases
      as a result of payment under this Guarantee, if, after giving effect to any
      such
      payment, any amounts are due and unpaid under this Guarantee. If any amount
      shall be paid to the Guarantor in violation of the preceding sentence, the
      Guarantor agrees to hold such amount in trust for the Holders and to pay over
      such amount to the Holders.

     

    SECTION
      4.7. Independent Obligations.

     

    The
      Guarantor acknowledges that its obligations hereunder are independent of the
      obligations of the Issuer with respect to the Capital Securities and that the
      Guarantor shall be liable as principal and as debtor hereunder to make Guarantee
      Payments pursuant to the terms of this Guarantee notwithstanding the occurrence
      of any event referred to in subsections (a) through (g), inclusive, of Section
      4.3 hereof.

     

    SECTION
      4.8. Enforcement.

     

    A
      Beneficiary may enforce the Obligations of the Guarantor contained in
      Section 4.1(b) directly against the Guarantor, and the Guarantor waives any
      right or remedy to require that any action be brought against the Issuer or
      any
      other person or entity before proceeding against the Guarantor.

     

    The
      Guarantor shall be subrogated to all rights (if any) of any Beneficiary against
      the Issuer in respect of any amounts paid to the Beneficiaries by the Guarantor
      under this Guarantee; provided,
      however,
      that
      the Guarantor shall not (except to the extent required by applicable provisions
      of law) be entitled to enforce or exercise any rights that it may acquire by
      way
      of subrogation or any indemnity, reimbursement or other agreement, in all cases
      as a result of payment under this Guarantee, if, after giving effect to such
      payment, any amounts are due and unpaid under this Guarantee.

    

      
        
          
          

        

        
          - 12 -

          
            

          

        

        
          
          

        

      

    

     

    ARTICLE
      V

    LIMITATION
      OF TRANSACTIONS; SUBORDINATION

     

    SECTION
      5.1. Limitation of Transactions.

     

    So
      long
      as any Capital Securities remain outstanding, if (a) there shall have occurred
      and be continuing an Event of Default or (b) the Guarantor shall have selected
      an Extension Period as provided in the Declaration and such period, or any
      extension thereof, shall have commenced and be continuing, then the Guarantor
      may not (x) declare or pay any dividends or distributions on, or redeem,
      purchase, acquire, or make a liquidation payment with respect to, any of the
      Guarantor's capital stock or (y) make any payment of principal of or interest
      or
      premium, if any, on or repay, repurchase or redeem any debt securities of the
      Guarantor that rank pari
      passu
      in all
      respects with or junior in interest to the Debentures (other than (i) payments
      under this Guarantee, (ii) repurchases, redemptions or other acquisitions of
      shares of capital stock of the Guarantor (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 Guarantor (or securities
      convertible into or exercisable for such capital stock), as consideration in
      an
      acquisition transaction entered into prior to the occurrence of the Event of
      Default or the applicable Extension Period, (iii) as a result of any exchange,
      reclassification, combination or conversion of any class or series of the
      Guarantor's capital stock (or any capital stock of a subsidiary of the
      Guarantor) for any class or series of the Guarantor's capital stock or of any
      class or series of the Guarantor's indebtedness for any class or series of
      the
      Guarantor's capital stock, (iv) the purchase of fractional interests in shares
      of the Guarantor's capital stock pursuant to the conversion or exchange
      provisions of such capital stock or the security being converted or exchanged,
      (v) 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
      (vi)
      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
      5.2. Ranking.

     

    This
      Guarantee will constitute an unsecured obligation of the Guarantor and will
      rank
      subordinate and junior in right of payment to all present and future Senior
      Indebtedness (as defined in the Indenture) of the Guarantor. By their acceptance
      thereof, each Holder of Capital Securities agrees to the foregoing provisions
      of
      this Guarantee and the other terms set forth herein.

     

    The
      right
      of the Guarantor to participate in any distribution of assets of any of its
      subsidiaries upon any such subsidiary's liquidation or reorganization or
      otherwise is subject to the prior claims of creditors of that subsidiary, except
      to the extent the Guarantor may itself be recognized as a creditor of that
      subsidiary. Accordingly, the Guarantor's obligations under this Guarantee will
      be effectively subordinated to all existing and future liabilities of the
      Guarantor's subsidiaries, and claimants should look only to the assets of the
      Guarantor for payments thereunder. This Guarantee does not limit the incurrence
      or issuance of other secured or unsecured debt of the Guarantor, including
      Senior Indebtedness of the Guarantor, under any indenture or agreement that
      the
      Guarantor may enter into in the future or otherwise.


    
      
        
        

      

      
        - 13 -

        
          

        

      

      
        
        

      

    


    ARTICLE
      VI

    TERMINATION

     

    SECTION
      6.1. Termination.

     

    This
      Guarantee shall terminate as to the Capital Securities (i) upon full payment
      of
      the Redemption Price or the Special Redemption Price, as the case may be, of
      all
      Capital Securities then outstanding, (ii) upon the distribution of all of the
      Debentures to the Holders of all of the Capital Securities or (iii) upon full
      payment of the amounts payable in accordance with the Declaration upon
      dissolution of the Issuer. This Guarantee will continue to be effective or
      will
      be reinstated, as the case may be, if at any time any Holder of Capital
      Securities must restore payment of any sums paid under the Capital Securities
      or
      under this Guarantee.

     

    ARTICLE
      VII

    INDEMNIFICATION

     

    SECTION
      7.1. Exculpation.

     

    (a) No
      Indemnified Person shall be liable, responsible or accountable in damages or
      otherwise to the Guarantor or any Covered Person for any loss, damage or claim
      incurred by reason of any act or omission of such Indemnified Person in good
      faith in accordance with this Guarantee and in a manner that such Indemnified
      Person reasonably believed to be within the scope of the authority conferred
      on
      such Indemnified Person by this Guarantee or by law, except that an Indemnified
      Person shall be liable for any such loss, damage or claim incurred by reason
      of
      such Indemnified Person's negligence or willful misconduct with respect to
      such
      acts or omissions.

     

    (b) An
      Indemnified Person shall be fully protected in relying in good faith upon the
      records of the Issuer or the Guarantor and upon such information, opinions,
      reports or statements presented to the Issuer or the Guarantor by any Person
      as
      to matters the Indemnified Person reasonably believes are within such other
      Person's professional or expert competence and who, if selected by such
      Indemnified Person, has been selected with reasonable care by such Indemnified
      Person, including information, opinions, reports or statements as to the value
      and amount of the assets, liabilities, profits, losses, or any other facts
      pertinent to the existence and amount of assets from which Distributions to
      Holders of Capital Securities might properly be paid.

     

    SECTION
      7.2. Indemnification.

     

    (a) The
      Guarantor agrees to indemnify each Indemnified Person for, and to hold each
      Indemnified Person harmless against, any and all loss, liability, damage, claim
      or expense incurred without negligence or willful misconduct on the part of
      the
      Indemnified Person, arising out of or in connection with the acceptance or
      administration of the trust or trusts hereunder, including but not limited
      to
      the costs and expenses (including reasonable legal fees and expenses) of the
      Indemnified Person defending itself against, or investigating, any claim or
      liability in connection with the exercise or performance of any of the
      Indemnified Person's powers or duties hereunder. The obligation to indemnify
      as
      set forth in this Section 7.2 shall survive the resignation or removal of the
      Guarantee Trustee and the termination of this Guarantee.


    
      
        
        

      

      
        - 14 -

        
          

        

      

      
        
        

      

    


    (b) Promptly
      after receipt by an Indemnified Person under this Section 7.2 of notice of
      the
      commencement of any action, such Indemnified Person will, if a claim in respect
      thereof is to be made against the Guarantor under this Section 7.2, notify
      the
      Guarantor in writing of the commencement thereof; but the failure so to notify
      the Guarantor (i) will not relieve the Guarantor from liability under paragraph
      (a) above unless and to the extent that the Guarantor did not otherwise learn
      of
      such action and such failure results in the forfeiture by the Guarantor of
      substantial rights and defenses and (ii) will not, in any event, relieve the
      Guarantor from any obligations to any Indemnified Person other than the
      indemnification obligation provided in paragraph (a) above. The Guarantor shall
      be entitled to appoint counsel of the Guarantor's choice at the Guarantor's
      expense to represent the Indemnified Person in any action for which
      indemnification is sought (in which case the Guarantor shall not thereafter
      be
      responsible for the fees and expenses of any separate counsel retained by the
      Indemnified Person or Persons except as set forth below); provided,
      however,
      that
      such counsel shall be satisfactory to the Indemnified Person. Notwithstanding
      the Guarantor's election to appoint counsel to represent the Indemnified Person
      in any action, the Indemnified Person shall have the right to employ separate
      counsel (including local counsel), and the Guarantor shall bear the reasonable
      fees, costs and expenses of such separate counsel (and local counsel), if (i)
      the use of counsel chosen by the Guarantor to represent the Indemnified Person
      would present such counsel with a conflict of interest, (ii) the actual or
      potential defendants in, or targets of, any such action include both the
      Indemnified Person and the Guarantor and the Indemnified Person shall have
      reasonably concluded that there may be legal defenses available to it and/or
      other Indemnified Persons which are different from or additional to those
      available to the Guarantor, (iii) the Guarantor shall not have employed counsel
      satisfactory to the Indemnified Person to represent the Indemnified Person
      within a reasonable time after notice of the institution of such action or
      (iv)
      the Guarantor shall authorize the Indemnified Person to employ separate counsel
      at the expense of the Guarantor. The Guarantor will not, without the prior
      written consent of the Indemnified Persons, settle or compromise or consent
      to
      the entry of any judgment with respect to any pending or threatened claim,
      action, suit or proceeding in respect of which indemnification or contribution
      may be sought hereunder (whether or not the Indemnified Persons are actual
      or
      potential parties to such claim or action) unless such settlement, compromise
      or
      consent includes an unconditional release of each Indemnified Person from all
      liability arising out of such claim, action, suit or proceeding.

     

    SECTION
      7.3. Compensation; Reimbursement of Expenses.

     

    Other
      than as provided in the Fee Agreement of even date herewith among the Guarantor,
      Wells Fargo Delaware Trust Company and the Guarantee Trustee, the Guarantor
      agrees:

     

    (a) to
      pay to
      the Guarantee Trustee from time to time such compensation for all services
      rendered by it hereunder as the parties shall agree to from time to time (which
      compensation shall not be limited by any provision of law in regard to the
      compensation of a trustee of an express trust); and

     

    
      
        
        

      

      
        - 15 -

        
          

        

      

      
        
        

      

    


    (b) except
      as
      otherwise expressly provided herein, to reimburse the Guarantee Trustee upon
      request for all reasonable expenses, disbursements and advances incurred or
      made
      by it in accordance with any provision of this Guarantee (including the
      reasonable compensation and the expenses and disbursements of its agents and
      counsel), except any such expense, disbursement or advance as may be
      attributable to its negligence or willful misconduct.

     

    The
      provisions of this Section 7.3 shall survive the resignation or removal of
      the
      Guarantee Trustee and the termination of this Guarantee.

     

    ARTICLE
      VIII

    MISCELLANEOUS

     

    SECTION
      8.1. Successors and Assigns.

     

    All
      guarantees and agreements contained in this Guarantee shall bind the successors,
      assigns, receivers, trustees and representatives of the Guarantor and shall
      inure to the benefit of the Holders of the Capital Securities then outstanding.
      Except in connection with any merger or consolidation of the Guarantor with
      or
      into another entity or any sale, transfer or lease of the Guarantor's assets
      or
      capital stock to another entity, in each case to the extent permitted under
      the
      Indenture, the Guarantor may not assign its rights or delegate its obligations
      under this Guarantee without the prior approval of the Holders of not less
      than
      a Majority in liquidation amount of the Capital Securities.

     

    SECTION
      8.2. Amendments.

     

    Except
      with respect to any changes that do not adversely affect the rights of Holders
      of the Capital Securities in any material respect (in which case no consent
      of
      Holders will be required), this Guarantee may be amended only with the prior
      approval of the Holders of not less than a Majority in liquidation amount of
      the
      Capital Securities. The provisions of the Declaration with respect to amendments
      thereof shall apply equally with respect to amendments of the
      Guarantee.

     

    SECTION
      8.3. Notices.

     

    All
      notices provided for in this Guarantee shall be in writing, duly signed by
      the
      party giving such notice, and shall be delivered, telecopied or mailed by first
      class mail, as follows:

     

    (a) If
      given
      to the Guarantee Trustee, at the Guarantee Trustee's mailing address set forth
      below (or such other address as the Guarantee Trustee may give notice of to
      the
      Holders of the Capital Securities):


    
      
        
        

      

      
        - 16 -

        
          

        

      

      
        
        

      

    

     

    Wells
      Fargo Bank, National Association

    919
      North
      Market Street, Suite 1600

    Wilmington,
      DE 19801

    Attention:
      Corporate Trust Division

    Telecopy:
      302-575-2006

    Telephone:
      302-575-2005

    


    (b) If
      given
      to the Guarantor, at the Guarantor's mailing address set forth below (or such
      other address as the Guarantor may give notice of to the Holders of the Capital
      Securities and to the Guarantee Trustee):

     

    Jacksonville
      Bancorp, Inc.

    100
      North
      Laura Street, Suite 1000

    Jacksonville,
      Florida 32202

    Attention:
      Valerie A. Kendall

    Telecopy:
      (904) 421-3078

    Telephone:
      (904) 421-3061

    


    (c) If
      given
      to any Holder of the Capital Securities, at the address set forth on the books
      and records of the Issuer.

     

    All
      such
      notices shall be deemed to have been given when received in person, telecopied
      with receipt confirmed, or mailed by first class mail, postage prepaid, except
      that if a notice or other document is refused delivery or cannot be delivered
      because of a changed address of which no notice was given, such notice or other
      document shall be deemed to have been delivered on the date of such refusal
      or
      inability to deliver.

     

    SECTION
      8.4. Benefit.

     

    This
      Guarantee is solely for the benefit of the Holders of the Capital Securities
      and, subject to Section 2.1(a), is not separately transferable from the Capital
      Securities.

     

    SECTION
      8.5. Governing Law.

     

    THIS
      GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF
      THE
      STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF (OTHER
      THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW).

     

    SECTION
      8.6. Counterparts.

     

    This
      Guarantee may contain more than one counterpart of the signature page and this
      Guarantee may be executed by the affixing of the signature of the Guarantor
      and
      the Guarantee Trustee to any of such counterpart signature pages. All of such
      counterpart signature pages shall be read as though one, and they shall have
      the
      same force and effect as though all of the signers had signed a single signature
      page.


    
      
        
        

      

      
        - 17 -

        
          

        

      

      
        
        

      

    


    THIS
      GUARANTEE is executed as of the day and year first above written.

    

      
        	
                
                  JACKSONVILLE
                    BANCORP, INC.,
                    as

                  Guarantor

                

              
	 	 
	
                By:

              	/s/
                Valerie A. Kendall


      

      
        	
                Name:

              	Valerie
                A. Kendall   
                


      

      
        	
                Title:

              	Executive
                Vice President and Chief Financial
                Officer


      

    

     

    
      
        
          	
                  
                    
                      WELLS
                        FARGO BANK, NATIONAL

                      ASSOCIATION,
                        as Guarantee
                        Trustee

                    

                  

                
	 	 
	
                  By:

                	/s/
                  Amy L.
                  Martin


        

        
          	
                  Name:

                	Amy
                  L. Martin


        

        
          	
                  Title:

                	Vice
                  President


        

      

    

     

    
      
        
        

      

      
        - 18 -