Unassociated Document


    COMMON
      SECURITY CERTIFICATE

     

    THIS
      COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS
      AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT
      TO AN EXEMPTION FROM REGISTRATION.

     

    EXCEPT
      AS
      SET FORTH IN SECTION 8.1(b) OF THE DECLARATION (AS DEFINED BELOW), THIS SECURITY
      MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	Certificate Number   [C-001]	
              Number
                of Common Securities:
                234

            


    

        

    Certificate
      Evidencing Common Securities

     

    of

     

    Jacksonville
      Bancorp, Inc. Statutory Trust III

     

    Jacksonville
      Bancorp, Inc. Statutory Trust III, a statutory trust created under the laws
      of
      the State of Delaware (the "Trust"), hereby certifies that Jacksonville Bancorp,
      Inc. (the "Holder") is the registered owner of 234 common securities of the
      Trust representing undivided beneficial interests in the assets of the Trust
      (liquidation amount $1,000 per Common Security) (the "Common Securities").
      The
      Common Securities represented hereby are issued pursuant to, and the
      designation, rights, privileges, restrictions, preferences and other terms
      and
      provisions of the Common Securities shall in all respects be subject to, the
      provisions of the Amended and Restated Declaration of Trust of the Trust, dated
      as of June 20, 2008, among Gilbert J. Pomar, III and Valerie A. Kendall, as
      Administrators, Wells Fargo Delaware Trust Company, as Delaware Trustee, Wells
      Fargo Bank, National Association, as Institutional Trustee, the Holder, as
      Sponsor, and the holders from time to time of undivided beneficial interests
      in
      the assets of the Trust, including the designation of the terms of the Common
      Securities as set forth in Annex I to the Declaration, as the same may be
      amended from time to time (the "Declaration"). Capitalized terms used herein
      but
      not defined shall have the meaning given them in the Declaration. The Sponsor
      will provide a copy of the Declaration and the Indenture to the Holder without
      charge upon written request to the Sponsor at its principal place of
      business.

     

    As
      set
      forth in the Declaration, when an Event of Default has occurred and is
      continuing, the rights of Holders of Common Securities to payment in respect
      of
      Distributions and payments upon Liquidation, redemption or otherwise are
      subordinated to the rights of payment of Holders of the Capital
      Securities.

     

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

     

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

     

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

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, the Trust has executed this certificate as of this ______
      day
      of ____________________, 2008.

     

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


    

     

    
      
         

      

      
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    REVERSE
      OF SECURITY

     

    Distributions
      payable on each Common Security will be identical in amount to the Distributions
      payable on each Capital Security, which is at a variable per annum rate of
      interest, reset quarterly, equal to LIBOR (as defined in the Declaration) plus
      3.75% (the "Coupon Rate") of the stated liquidation amount of $1,000 per Capital
      Security (provided, however, that the Coupon Rate for any Distribution Payment
      Period may not exceed the highest rate permitted by New York law, as the same
      may be modified by United States law of general applicability), such Coupon
      Rate
      being the rate of interest payable on the Debentures to be held by the
      Institutional Trustee. Distributions in arrears for more than one quarterly
      period will bear interest thereon compounded quarterly at the then applicable
      Coupon Rate for each such quarterly period (to the extent permitted by
      applicable law). The term "Distributions" as used herein includes cash
      distributions, any such compounded distributions and any Additional Interest
      payable on the Debentures unless otherwise stated. A Distribution is payable
      only to the extent that payments are made in respect of the Debentures held
      by
      the Institutional Trustee and to the extent the Institutional Trustee has funds
      legally available in the Property Account therefor. The amount of Distributions
      payable for any period shall be computed for any full quarterly Distribution
      period on the basis of a 360-day year and the actual number of days elapsed
      in
      the relevant Distribution Payment Period.

     

    Except
      as
      otherwise described below, Distributions on the Common Securities will be
      cumulative, will accrue from the date of original issuance and will be payable
      quarterly in arrears on March 15, June 15, September 15 and December 15 of
      each
      year, commencing on September 15, 2008 (each, a "Distribution Payment Date").
      Subject to prior submission of Notice (as defined in the Indenture), and so
      long
      as no Event of Default pursuant to paragraphs (c), (e), (f) or (g) of Section
      5.01 of the Indenture has occurred and is continuing, the Debenture Issuer
      has
      the right under the Indenture to defer payments of interest on the Debentures
      by
      extending the interest distribution period for up to 20 consecutive quarterly
      periods (each, an "Extension Period") at any time and from time to time on
      the
      Debentures, subject to the conditions described below, during which Extension
      Period no interest shall be due and payable (except any Additional Interest
      that
      may be due and payable). During any Extension Period, interest will continue
      to
      accrue on the Debentures, and interest on such accrued interest (such accrued
      interest and interest thereon referred to herein as "Deferred Interest") will
      accrue at an annual rate equal to the Coupon Rate in effect for each such
      Extension Period, compounded quarterly from the date such Deferred Interest
      would have been payable were it not for the Extension Period, to the extent
      permitted by law. No Extension Period may end on a date other than a
      Distribution Payment Date. At the end of any such Extension Period, the
      Debenture Issuer shall pay all Deferred Interest then accrued and unpaid on
      the
      Debentures; provided, however, that no Extension Period may extend beyond the
      Maturity Date, Redemption Date (to the extent redeemed) or Special Redemption
      Date. Prior to the termination of any Extension Period, the Debenture Issuer
      may
      further extend such period, provided, that such period together with all such
      previous and further consecutive extensions thereof shall not exceed 20
      consecutive quarterly periods, or extend beyond the Maturity Date, Redemption
      Date (to the extent redeemed) or Special Redemption Date. Upon the termination
      of any Extension Period and upon the payment of all Deferred Interest, the
      Debenture Issuer may commence a new Extension Period, subject to the foregoing
      requirements. No interest or Deferred Interest (except any Additional Interest
      that may be due and payable) shall be due and payable during an Extension
      Period, except at the end thereof, but Deferred Interest shall accrue upon
      each
      installment of interest that would otherwise have been due and payable during
      such Extension Period until such installment is paid. If Distributions are
      deferred, the Distributions due shall be paid on the date that the related
      Extension Period terminates to Holders of the Securities as they appear on
      the
      books and records of the Trust on the record date immediately preceding such
      date.

     

    
      
         

      

      
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    Distributions
      on the Securities must be paid on the dates payable (after giving effect to
      any
      Extension Period) to the extent that the Trust has funds legally available
      for
      the payment of such distributions in the Property Account of the Trust. The
      Trust's funds legally available for Distribution to the Holders of the
      Securities will be limited to payments received from the Debenture Issuer.
      The
      payment of Distributions out of moneys held by the Trust is guaranteed by the
      Guarantor pursuant to the Guarantee.

     

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

    


    
      
         

      

      
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    ASSIGNMENT

     

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

     

    
      	 	 
	 	 
	 	 
	 	 
	 	 


    

     

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

     

    
      	 	 
	 	 
	 	 
	 	 
	 	 


    

     

    (Insert
      address and zip code of assignee),

     

    and
      irrevocably appoints ________ as agent to transfer this Common Security
      Certificate on the books of the Trust. The agent may substitute another to
      act
      for him or her.

     

    Date:
      _______________________     

     

    Signature:
      ___________________ 

     

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

     

    Signature
      Guarantee:1 
      _________________

     

    


    

      

      
        1
          Signature must be guaranteed by an "eligible guarantor institution" that
          is a
          bank, stockbroker, savings and loan association or credit union, meeting
          the
          requirements of the Security registrar, which requirements include membership
          or
          participation in the Securities Transfer Agents Medallion Program ("STAMP")
          or
          such other "signature guarantee program" as may be determined by the Security
          registrar in addition to, or in substitution for, STAMP, all in accordance
          with
          the Securities Exchange Act of 1934, as amended.



        
          
             

          

          
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