Exhibit 4.2


 


SOUTHSIDE BANCSHARES,
INC.


 


FIRST SUPPLEMENTAL
INDENTURE

dated as of September 19, 2016 


 


to the Subordinated Indenture

dated as of September 19, 2016 


 


5.50% Fixed-to-Floating Rate Subordinated
Notes due 2026 


 


Wilmington Trust, National Association,
as Trustee


 




     


     


    

 


FIRST SUPPLEMENTAL
INDENTURE


 


THIS FIRST SUPPLEMENTAL
INDENTURE (“First Supplemental Indenture”), dated as of September 19, 2016 between Southside Bancshares, Inc.,
a Texas corporation (the “Company”), and Wilmington Trust, National Association, a national banking association,
not in its individual capacity but solely as trustee (the “Trustee”).


 


RECITALS


 


WHEREAS, the Company
and the Trustee have executed and delivered a Subordinated Indenture, dated as of September 19, 2016 (the “Base Indenture”
and as supplemented by this First Supplemental Indenture and further supplemented from time to time, the “Indenture”),
to provide for the issuance from time to time by the Company of its unsecured subordinated indebtedness to be issued in one or
more series as provided in the Indenture;


 


WHEREAS, the issuance
and sale of One Hundred Million Dollars ($100,000,000) aggregate principal amount of a new series of Securities of the Company
designated as its 5.50% Fixed-to-Floating Rate Subordinated Notes due 2026 (the “2026 Notes”) have been authorized
by resolutions adopted by the Board of Directors of the Company;


 


WHEREAS, the Company
desires to issue and sell One Hundred Million Dollars ($100,000,000) aggregate principal amount of the 2026 Notes as of the date
hereof;


 


WHEREAS, the Company
desires to establish the terms of the 2026 Notes;


 


WHEREAS, all things
necessary to make this First Supplemental Indenture a legal and binding supplement to the Base Indenture in accordance with its
terms and the terms of the Base Indenture have been done;


 


WHEREAS, the Company
has complied with all conditions precedent provided for in the Base Indenture relating to this First Supplemental Indenture; and


 


WHEREAS, the Company
has requested that the Trustee execute and deliver this First Supplemental Indenture.


 


NOW, THEREFORE,
for and in consideration of the premises stated herein and the purchase of the 2026 Notes by the Holders thereof, the Company and
the Trustee covenant and agree, for the equal and proportionate benefit of the Holders of the 2026 Notes, as follows:


 


Article
I

SCOPE OF FIRST SUPPLEMENTAL INDENTURE 


 


Section 1.01         Scope.
This First Supplemental Indenture constitutes a supplement to the Base Indenture and an integral part of the Indenture and shall
be read together with the Base Indenture as though all the provisions thereof are contained in one instrument. Except as expressly
amended by the First Supplemental Indenture, the terms and provisions of the Base Indenture shall remain in full force and effect.
Notwithstanding the foregoing, this First Supplemental Indenture shall only apply to the 2026 Notes.


 




     


     


    

 


Article
II

DEFINITIONS 


 


Section 2.01       Definitions
and Other Provisions of General Application. For all purposes of this First Supplemental Indenture unless otherwise specified
herein:


 


(a)          all
terms used in this First Supplemental Indenture which are not otherwise defined herein shall have the meanings they are given in
the Base Indenture;


 


(b)          the
provisions of general application stated in Sections 10.1 through 10.14 of the Base Indenture shall apply to this First Supplemental
Indenture, except that the words “herein”, “hereof”, “hereto” and “hereunder”
and other words of similar import refer to this First Supplemental Indenture as a whole and not to the Base Indenture or any particular
Article, Section or other subdivision of the Base Indenture or this First Supplemental Indenture;


 


(c)          Section
1.1 of the Base Indenture is amended and supplemented, solely with respect to the 2026 Notes, by inserting the following additional
defined terms in their appropriate alphabetical positions:


 


“Calculation Agent”
has the meaning ascribed in Section 3.02(e)(iv).


 


“Designated LIBOR
Page” means the display on Bloomberg Page BBAM1 (or any successor or substitute page of such service, or any successor
to such service selected by the Company), or any other page as may replace that page on that service, for the purpose of displaying
the London interbank rates for U.S. dollars.


 


“DTC”
has the meaning provided in Section 3.02(g).


 


“Federal Reserve”
has the meaning provided in the definition of “Tier 2 Capital Event.”


 


“Fixed Rate Interest
Payment Date” has the meaning provided in Section 3.02(e)(i).


 


“Fixed Rate
Period” has the meaning provided in Section 3.02(e)(i).


 


“Fixed Rate Regular
Record Date” has the meaning provided in Section 3.02(e)(i).


 


“Floating Rate
Interest Payment Date” has the meaning provided in Section 3.02(e)(ii).


 


“Floating Rate
Period” has the meaning provided in Section 3.02(e)(ii).


 


“Floating Rate
Regular Record Date” has the meaning provided in Section 3.02(e)(ii).


 


“Interest Payment
Date” has the meaning provided in Section 3.02(e)(ii).


 


“Issue Date”
means September 19, 2016.


 


“London Banking
Day” means any day on which commercial banks are open for business (including dealing in U.S. dollars) in London.


 


“Representative
Amount” has the meaning provided in the definition of “Three-Month LIBOR.”


 




    	 	2	 



     


    

 


“Reset Rate Determination
Date” means the second London Banking Day immediately preceding the first day of each applicable interest period commencing
on the first Floating Rate Interest Payment Date.


 


“Tax Event”
shall mean the receipt by the Company of an opinion of independent tax counsel to the effect that as a result of (a) an amendment
to, or change (including any announced prospective change) in, the laws or any regulations thereunder of the United States or any
political subdivision or taxing authority thereof or therein, or (b) any official administrative pronouncement or judicial decision
interpreting or applying such laws or regulations, which amendment or change becomes effective or which pronouncement or decision
is announced on or after the date of original issuance of the 2026 Notes, there is more than an insubstantial risk that the interest
payable by the Company on the 2026 Notes is not, or within 90 days of the date of such opinion will not be, deductible by the Company,
in whole or in part, for United States federal income tax purposes.


 


“Tier 2 Capital
Event” shall mean the Company’s good faith determination that, as a result of (a) any amendment to, or change
(including any announced prospective change) in, the laws or any regulations thereunder of the United States or any rules, guidelines
or policies of an applicable regulatory authority for the Company or (b) any official administrative pronouncement or judicial
decision interpreting or applying such laws or regulations, which amendment or change is effective or which pronouncement or decision
is announced on or after the date of original issuance of the 2026 Notes, in each case, that there is more than an insubstantial
risk that the Company will not be entitled to treat the 2026 Notes then outstanding as Tier 2 Capital (or its then equivalent if
the Company were subject to such capital requirement) for purposes of capital adequacy guidelines of the Board of Governors of
the Federal Reserve System (the “Federal Reserve”) (or any successor regulatory authority with jurisdiction over bank
holding companies), as then in effect and applicable, for so long as an 2026 Note is outstanding.


 


“Three-Month
LIBOR” means, for any interest period, the offered rate for deposits in U.S. dollars having a maturity of three
months that appears on the Designated LIBOR Page as of 11:00 a.m., London time, on the Reset Rate Determination Date related
to such interest period. If such rate does not appear on such page at such time, then the Calculation Agent will request the
principal London office of each of four major reference banks in the London interbank market, selected by the Company for
this purpose and whose names and contact information will be provided by the Company to the Calculation Agent, to provide
such bank’s offered quotation to prime banks in the London interbank market for deposits in U.S. dollars with a term of
three months as of 11:00 a.m., London time, on such Reset Rate Determination Date and in a principal amount equal to an
amount for a single transaction in U.S. dollars in the relevant market at the relevant time as determined by the Company and
provided to the Calculation Agent (a “Representative Amount”). If at least two such quotations are so
provided, Three-Month LIBOR for the interest period related to such Reset Rate Determination Date will be the arithmetic mean
of such quotations. If fewer than two such quotations are provided, the Calculation Agent will request each of three major
banks in the City of New York selected by the Company for this purpose and whose names and contact information will be
provided by the Company to the Calculation Agent, to provide such bank’s rate for loans in U.S. dollars to leading
European banks with a term of three months as of approximately 11:00 a.m., New York City time, on such Reset Rate
Determination Date and in a Representative Amount. If at least two such rates are so provided, Three-Month LIBOR for the
interest period related to such Reset Rate Determination Date will be the arithmetic mean of such quotations. If fewer than
two such rates are so provided, then Three-Month LIBOR for the interest period related to such Reset Rate Determination Date
will be set to equal the Three-Month LIBOR for the immediately preceding interest period or, in the case of the
interest period commencing on the first Floating Rate Interest Payment Date, 5.00%. All percentages used in or resulting from
any calculation of Three-Month LIBOR will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point, with 0.000005% rounded up to 0.00001%. Notwithstanding the foregoing, in the event that Three-Month LIBOR as
determined in accordance with this definition is less than zero, Three-Month LIBOR for such interest period shall be deemed
to be zero.


 






    	 	3	 



     


    

 


(d)         Section
1.1 of the Base Indenture is amended and supplemented, solely with respect to the 2026 Notes, by replacing the corresponding defined
term in the Base Indenture with the following defined terms:


 


“Senior Indebtedness”
means: (i) the principal and any premium or interest for money borrowed or purchased by the Company; (ii) the principal
and any premium or interest for money borrowed or purchased by another Person and guaranteed by the Company; (iii) any deferred
obligation for the payment of the purchase price of property or assets evidenced by a note or similar instrument or agreement;
(iv) any obligations to general and trade creditors; (v) any obligation arising from direct credit substitutes; (vi) any obligation
associated with derivative products such as interest and foreign exchange rate contracts, commodity contracts and similar arrangements;
and (vii) all obligations of the type referred to in clauses (i) through (vi) above of other persons or entities for the payment
of which the Company is responsible or liable as obligor, guarantor or otherwise, whether or not classified as a liability on a
balance sheet prepared in accordance with accounting principles generally accepted in the United States; in each case, whether
outstanding on the date this Subordinated Indenture becomes effective, or created, assumed or incurred after that date. Senior
Indebtedness excludes any indebtedness that: (a) expressly states that it is junior to, or ranks equally in right of payment with,
the 2026 Notes; or (b) is identified as junior to, or equal in right of payment with, the 2026 Notes in any Board Resolution
establishing such series of Securities or in any supplemental indenture. Notwithstanding the foregoing, and for the avoidance of
doubt, if the Federal Reserve (or other competent regulatory agency or authority) promulgates any rule or issues any interpretation
that defines general creditor(s), the main purpose of which is to establish criteria for determining whether the subordinated debt
of a financial or bank holding company is to be included in its capital, then the term “general creditors” as used
in this definition will have the meaning as described in that rule or interpretation.


 


Article
III

FORM AND TERMS OF THE 2026 Notes 


 


Section 3.01         Form
and Dating.


 


(a)          The
2026 Notes shall be substantially in the form of Exhibit A attached hereto. The 2026 Notes shall be executed on behalf of
the Company by two Officers, one of which must be its Chairman of the Board, its Chief Executive Officer, its President or one
of its Executive Vice Presidents. The 2026 Notes may have a legend or legends or endorsements as may be required to comply with
any law or with any rules of any securities exchange or usage. The 2026 Notes shall be dated the date of their authentication.


 


(b)          The
terms contained in the 2026 Notes shall constitute, and are hereby expressly made, a part of the Indenture as supplemented by this
First Supplemental Indenture, and the Company and the Trustee, by their execution and delivery of this First Supplemental Indenture,
expressly agree to such terms and provisions and to be bound thereby.


 


Section 3.02         Terms
of the 2026 Notes. The following terms relating to the 2026 Notes are hereby established:


 


(a)          Title.
The 2026 Notes shall constitute a series of Securities having the title “Southside Bancshares, Inc. 5.50% Fixed-to-Floating
Rate Subordinated Notes due 2026” and the CUSIP number 84470P AC3.


 


(b)          Principal
Amount. The aggregate principal amount of the 2026 Notes that may be authenticated and delivered under the Indenture, as amended
hereby, shall be One Hundred Million Dollars ($100,000,000) on the Issue Date. Provided that no Event of Default has occurred and
is continuing with


 






    	 	4	 



     


    

 


respect to the 2026 Notes, the Company may, without notice to or the consent of the Holders, create and issue
additional Securities having the same terms as, and ranking equally and ratably with, the 2026 Notes in all respects and so that
such additional 2026 Notes will be consolidated and form a single series with, and have the same terms as to status, redemption
or otherwise as, the 2026 Notes initially issued, provided that such additional 2026 Notes are fungible for U.S. federal income
tax purposes with the 2026 Notes.


 


(c)          Person
to Whom Interest is Payable. Interest payable, and punctually paid or duly provided for, on any Interest Payment Date will
be paid to the person in whose name the 2026 Notes are registered for such interest at the close of business on the 15th day of
the month immediately preceding the applicable Interest Payment Date, whether or not such day is a Business Day. Any such interest
which is payable, but not so punctually paid or duly provided for on any Interest Payment Date shall cease to be payable to the
Holder on such relevant record date by virtue of having been a Holder on such date, and such defaulted interest may be paid by
the Company to the person in whose name the 2026 Note is registered at the close of business on a special record date for the payment
of such defaulted interest to be fixed by the Company, notice whereof shall be given to Holders of 2026 Notes of this series not
less than 10 days prior to such special record date that complies with Section 2.13 of the Base Indenture, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any securities exchange on which the 2026 Notes may be listed
and upon such notice as may be required by such exchange and in compliance with the Base Indenture.


 


(d)          Maturity
Date. The entire outstanding Principal of the 2026 Notes shall be payable on September 30, 2026.


 


(e)          Interest.


 


(i)          The
2026 Notes will bear interest at a fixed rate of 5.50% per annum from and including September 19, 2016 to, but excluding, September
30, 2021 (the “Fixed Rate Period”). Interest accrued on the 2026 Notes during the Fixed Rate Period will be
payable semi-annually in arrears on March 30 and September 30 of each year, commencing on March 30, 2017 (each such date a
“Fixed Rate Interest Payment Date”). The interest payable during the Fixed Rate Period will be paid to each
holder in whose name a 2026 Note is registered at the close of business on the fifteenth day (whether or not a Business Day) of
the month immediately preceding the applicable Fixed Rate Interest Payment Date (each such date, a “Fixed Rate Regular
Record Date”).


 


(ii)         The
2026 Notes will bear a floating interest rate from and including September 30, 2021 to the Maturity Date or Redemption Date (the
“Floating Rate Period”). The floating interest rate will be reset quarterly, and the interest rate for any Floating
Rate Period shall be equal to Three-Month LIBOR plus 4.297%. During the Floating Rate Period, interest on the 2026 Notes will be
payable quarterly in arrears on March 30, June 30, September 30 and December 30 of each year commencing on December 30, 2021
through the Maturity Date or Redemption Date (each such date, a “Floating Rate Interest Payment Date”, together
with a Fixed Rate Interest Payment Date, an “Interest Payment Date”). The interest payable during the Floating
Rate Period will be paid to each holder in whose name a Note is registered at the close of business on the fifteenth day (whether
or not a Business Day) of the month immediately preceding the applicable Floating Rate Interest Payment Date (each such date, a
“Floating Rate Regular Record Date”).


 


(iii)        The
amount of interest payable on any Fixed Rate Interest Payment Date during the Fixed Rate Period will be computed on the basis of
a 360-day year consisting of twelve 30-day months up to, but excluding September 30, 2021, and, the amount of interest payable
on any Floating Rate Interest Payment Date during the Floating Rate Period will be computed on the basis of a 360-day year and
the number of days actually elapsed. In the event that any scheduled Interest Payment Date for the 2026 Notes


 






    	 	5	 



     


    

 


falls on a day that
is not a Business Day, then payment of interest payable on such Interest Payment Date will be paid on the next succeeding day which
is a Business Day (any payment made on such date will be treated as being made on the date that the payment was first due and no
interest on such payment will accrue for the period from and after such scheduled Interest Payment Date); provided, that
in the event that any scheduled Floating Rate Interest Payment Date falls on a day that is not a Business Day and the next succeeding
Business Day falls in the next succeeding calendar month, such Floating Rate Interest Payment Date will be accelerated to the immediately
preceding Business Day, and, in each such case, the amounts payable on such Business Day will include interest accrued to but excluding
such Business Day. Dollar amounts resulting from interest calculations will be rounded to the nearest cent, with one-half cent
being rounded upward.


 


(iv)        The
Company agrees that for so long as any of the 2026 Notes are outstanding there will at all times be an agent appointed to calculate
Three-Month LIBOR in respect of each Floating Rate Period (the “Calculation Agent”). The calculation of Three-Month
LIBOR for each applicable Floating Rate Period by the Calculation Agent will (in the absence of manifest error) be final and binding.
The Calculation Agent shall have all the rights, protections and indemnities afforded to the Trustee under the Base Indenture and
hereunder. The Company hereby appoints Wilmington Trust, National Association, as Calculation Agent for the purposes of determining
Three-Month LIBOR for each Floating Interest Period and Wilmington Trust, National Association accepts the appointment. The Calculation
Agent may be removed by the Company at any time. If the Calculation Agent is unable or unwilling to act as Calculation Agent or
is removed by the Company, the Company will promptly appoint a replacement Calculation Agent, which does not control or is not
controlled by or under common control with the Company or its Affiliates. The Calculation Agent may not resign its duties without
a successor having been duly appointed; provided, that if a successor Calculation Agent has not been appointed by the Company
and such successor accepted such position within 30 days after the giving of notice of resignation by the Calculation Agent, the
resigning Calculation Agent may petition, at the expense of the Company, any court of competent jurisdiction for the appointment
of a successor Trustee with respect to such series. The Calculation Agent’s calculation of the amount of any interest payable
after the first Reset Rate Determination Date will be maintained on file at the Calculation Agent’s principal offices.


 


(f)          Place
of Payment of Principal and Interest. So long as the 2026 Notes shall be issued in global form, the Company shall make, or
cause the Paying Agent to make, all payments of principal and interest on the 2026 Notes by wire transfer in immediately available
funds to the Depository or its nominee, in accordance with applicable procedures of the Depository. If the 2026 Notes are not in
global form, the Company, may, at its option, make, or cause the Paying Agent to make, payments of principal and interest on the
2026 Notes by check mailed to the address of the person specified for payment in accordance with Sections 3.02(e)(i) and 3.02(e)(ii)
above. A global security with respect to the 2026 Notes shall be exchangeable for physical securities of such series only if:


 


		·	The U.S. Depository is at any time unwilling or unable or ineligible to continue as a depository
or ceases to be a clearing agency registered under the Exchange Act and a successor depository is not appointed by the Company
within 90 days of the date the Company is so notified in writing;



 


		·	The Company executes and delivers to the Trustee a Company Order to the effect that such global
securities shall be so exchangeable (and the Trustee consents thereto); or



 


		·	An Event of Default has occurred and is continuing with respect to the global securities and a
Holder requests such exchange.



 






    	 	6	 



     


    

 


(g)          Redemption.
The 2026 Notes shall be redeemable, in each case, in whole or in part from time to time, at the option of the Company prior to
the Maturity Date beginning with the Interest Payment Date on September 30, 2021, and on any Interest Payment Date thereafter subject
to obtaining the prior approval of the Federal Reserve to the extent such approval is required under the rules of the Federal Reserve.
The 2026 Notes may not otherwise be redeemed prior to the Maturity Date, except that the Company may, at its option, redeem the
2026 Notes before the Maturity Date in whole but not in part from time to time, upon the occurrence of a Tier 2 Capital Event or
a Tax Event, or if the Company is required to register as an investment company pursuant to the Investment Company Act of 1940,
as amended (15 U.S.C. 80a-1 et seq.). Any such redemption will be at a Redemption Price equal to 100% of the principal amount of
the 2026 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date fixed by the Company. The
provisions of Article III of the Base Indenture shall apply to any redemption of the 2026 Notes pursuant to this Article III. Any
partial redemption will be made in accordance with The Depository Trust Company’s (“DTC”) applicable procedures
among all of the Holders of the 2026 Notes. If any 2026 Note is to be redeemed in part only, the notice of redemption relating
to such 2026 Note shall state that it is a partial redemption and the portion of the principal amount thereof to be redeemed. The
2026 Notes are not subject to redemption or prepayment at the option of the Holders.


 


(h)          Sinking
Fund. There shall be no sinking fund for the 2026 Notes.


 


(i)           Denomination.
The 2026 Notes and any beneficial interest in the 2026 Notes shall be in minimum denominations of $1,000 and integral multiples
of $1,000 in excess thereof.


 


(j)           Currency
of the 2026 Notes. The 2026 Notes shall be denominated, and payment of principal and interest of the 2026 Notes shall be payable
in, the currency of the United States of America.


 


(k)          Acceleration.
Neither the Trustee nor the Holders of the 2026 Notes shall have the right to accelerate the maturity of the 2026 Notes unless
there is an Event of Default specified under clause (e), (f) or (h) of Section 6.1 (as amended herein) of the Base Indenture. If
an Event of Default specified in clause (e), (f) or (h) of Section 6.1 (as amended herein) of the Base Indenture occurs, then
the principal amount of all of the outstanding 2026 Notes, including any accrued and unpaid interest on the 2026 Notes and premium,
if any, shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee
or the Holders of the 2026 Notes in accordance with the provisions of Section 6.2 of the Base Indenture.


 


(l)           Stated
Maturity. The principal of the 2026 Notes shall be payable on September 30, 2026 subject to acceleration as provided under
the Indenture.


 


(m)         Registered
Form. The 2026 Notes shall be issuable as registered global Securities, and the U.S. Depository for the 2026 Notes shall be
DTC or any successor U.S. Depository appointed by the Company within 90 days of the termination of services of DTC (or any successor
to DTC). Sections 2.11 and 2.13 of the Base Indenture shall apply to the 2026 Notes.


 


(n)          Events
of Default. The Events of Default provided for in Section 6.1 of the Base Indenture shall apply to the 2026 Notes; provided
that:


 


(i)          the
text of clause (c) of Section 6.1 of the Base Indenture is deleted and replaced with the word “Reserved”;


 


(ii)         the
text of clause (e) of Section 6.1 of the Base Indenture shall be substituted with the following:


 






    	 	7	 



     


    

 


“(e) The
Company shall consent to the appointment of a Custodian in any receivership, insolvency, liquidation or similar proceeding with
respect to the Company;”


 


(iii)        the
text of clause (f) of Section 6.1 of the Base Indenture shall be substituted with the following:


 


“(f) A
court having jurisdiction in the premises shall enter a decree or order for the appointment of a Custodian in any receivership,
insolvency, liquidation, or similar proceeding relating to the Company, and such decree or order shall remain unstayed and in effect
for a period of 60 consecutive days;” and


 


(iv)        a
new clause (h), reading in its entirety as follows, shall be inserted:


 


“(h) in
the event of an appointment of a Custodian for our principal banking subsidiary, Southside Bank and such appointment shall not
have been rescinded for a period of 60 consecutive days from the date thereof.”


 


(o)          Acceleration
of Maturity, Rescission and Annulment. Section 6.2 of the Base Indenture shall apply to the 2026 Notes, except that the first
paragraph thereof shall be substituted with the following:


 


“If an Event of Default specified
in Sections 6.1(e), 6.1(f) or 6.1(h) occurs, the principal amount of all the 2026 Notes, together with accrued and unpaid interest,
if any, thereon, shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become
immediately due and payable. The Maturity of the 2026 Notes shall not otherwise be accelerated as a result of an Event of Default.”


 


(p)          Collection
of Indebtedness and Suits for Enforcement by Trustee. Section 6.3 of the Base Indenture shall apply to the 2026 Notes, except
the text of clause (c) of Section 6.3 of the Base Indenture is deleted and replaced with the word “Reserved”.


 


(q)          Ranking.
The 2026 Notes shall rank junior to and shall be subordinated to all Senior Indebtedness of the Company, whether existing as of
the date of this First Supplemental Indenture, or hereafter issued or incurred, including all indebtedness relating to money owed
to general creditors and trade creditors. The 2026 Notes shall rank senior to the Company’s Floating Rate Junior Subordinated
Deferrable Interest Debentures due 2033, its Floating Rate Junior Subordinated Debt Securities due 2035, and its Junior Subordinated
Notes due 2037. Subject to the terms of the Base Indenture, if the Trustee or any holder of any of the 2026 Notes receives any
payment or distribution of the Company’s assets in contravention of the subordination provisions applicable to the 2026 Notes
before all Senior Indebtedness is paid in full in cash, property or securities, including by way of set-off or any such payment
or distribution that may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated
to the payment of the 2026 Notes, then such payment or distribution will be held in trust for the benefit of holders of Senior
Indebtedness or their representatives to the extent necessary to make payment in full in cash or payment satisfactory to the holders
of Senior Indebtedness of all unpaid Senior Indebtedness.


 


(r)           No
Collateral. The 2026 Notes shall not be entitled to the benefit of any security interest in, or collateralization by, any rights,
property or interest of the Company.


 


(s)          Additional
Terms. Other terms applicable to the 2026 Notes are as otherwise provided for in the Base Indenture, as supplemented by this
First Supplemental Indenture.


 






    	 	8	 



     


    

 


Article
IV

SUPPLEMENTAL INDENTURES 


 


Section 4.01         Supplemental
Indentures. The following paragraph shall be added to the end of Section 9.2 of the Base Indenture and shall only apply to
the 2026 Notes:


 


“Not in limitation of the foregoing,
without the consent of any Holder of 2026 Notes, the Company and the Trustee may amend or supplement the Indenture or the 2026
Notes to conform the terms of the Indenture and the 2026 Notes to the description of the 2026 Notes in the prospectus supplement
dated September 14, 2016 relating to the offering of the 2026 Notes.”


 


Article
V

MISCELLANEOUS 


 


Section 5.01         Trust
Indenture Act. This First Supplemental Indenture is subject to the provisions of the Trust Indenture Act that are required
to be part of the Indenture and shall, to the extent applicable, be governed by such provisions. If any provision of this First
Supplemental Indenture limits, qualifies, or conflicts with a provision of the Trust Indenture Act that is required under such
act to be a part of and govern this First Supplemental Indenture, the latter provision shall control.


 


Section 5.02         GOVERNING
LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS FIRST SUPPLEMENTAL INDENTURE AND THE 2026 NOTES.


 


Section 5.03         Duplicate
Originals. The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original,
but all of them together represent the same agreement.


 


Section 5.04         Severability.
In case any provision in this First Supplemental Indenture or the 2026 Notes shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 5.05         Ratification.
The Base Indenture, as supplemented and amended by this First Supplemental Indenture, is in all respects ratified and confirmed.
The Base Indenture and this First Supplemental Indenture shall be read, taken and construed as one and the same instrument. All
provisions included in this First Supplemental Indenture supersede any conflicting provisions included in the Base Indenture unless
not permitted by law. The Trustee accepts the trusts created by the Base Indenture, as supplemented by this First Supplemental
Indenture, and agrees to perform the same upon the terms and conditions of the Base Indenture, as supplemented by this First Supplemental
Indenture.


 


Section 5.06         Effectiveness.
The provisions of this First Supplemental Indenture shall become effective as of the date hereof.


 


Section 5.07         Successors.
All agreements of the Company in this First Supplemental Indenture shall bind its successors. All agreements of the Trustee in
this First Supplemental Indenture shall bind its successors.


 


Section 5.08         Indenture
and Notes Solely Corporate Obligations. No recourse for the payment of the principal of or interest on any 2026 Note, or for
any claim based thereon or otherwise in respect thereof, shall be had against any shareholder, employee, agent, officer or director,
as such, past, present or future, of the Company or of any successor Person; it being expressly understood that all such liability
is


 






    	 	9	 



     


    

 


hereby expressly waived and released as a condition of, and as a consideration for, the execution of this First Supplemental
Indenture and the issue of the 2026 Notes.


 


Section 5.09         Trustee’s
Disclaimer. The recitals contained herein shall be taken as the statements of the Company and the Trustee assumes no responsibility
for their correctness. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency
of this First Supplemental Indenture, the 2026 Notes, or for or in respect of the recitals contained herein, all of which recitals
are made solely by the Company.


 


Section 5.10         USA
PATRIOT Act. The parties hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act the Trustee, like all
financial institutions and in order to help fight the funding of terrorism and money laundering, are required to obtain, verify,
and record information that identifies each person or legal entity that establishes a relationship or opens an account. The parties
to this agreement agree that they shall provide the Trustee with such information as they may request in order to satisfy the requirements
of the USA PATRIOT Act.


 


[Remainder of page intentionally left blank.]


 




    	 	10	 



     


    

 


IN WITNESS WHEREOF, the parties hereto have
caused this First Supplemental Indenture to be duly executed as of the date first above written.


 


	 	SOUTHSIDE BANCSHARES, INC.
	 	 	 
	 	By:	/s/ Lee R. Gibson
	 	 	Name:  Lee R. Gibson
	 	 	Title:  President


 


[Signature Page to First Supplemental Indenture]


 




     


     


    

 


	 	Wilmington Trust, National Association, as Trustee
	 	 	 
	 	By:	/s/ Michael H. Wass
	 	 	Name:  Michael H. Wass
	 	 	Title:  Vice President 


 


[Signature Page to First Supplemental Indenture]


 




     


     


    

 


EXHIBIT A


 


FORM OF NOTE


 


See attached.


 




     


     


    

 


THIS SECURITY AND THE OBLIGATIONS OF THE
COMPANY (AS DEFINED HEREIN) AS EVIDENCED HEREBY (1) ARE NOT DEPOSITS WITH OR HELD BY THE COMPANY AND ARE NOT INSURED OR GUARANTEED
BY ANY FEDERAL AGENCY OR INSTRUMENTALITY, INCLUDING, WITHOUT LIMITATION, THE FEDERAL DEPOSIT INSURANCE CORPORATION, AND (2) ARE
SUBORDINATE IN THE RIGHT OF PAYMENT TO THE SENIOR INDEBTEDNESS (AS DEFINED IN THE INDENTURE IDENTIFIED HEREIN). 


 


GLOBAL NOTE


 


This
Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the
Depository or a nominee of the Depository. This Security is exchangeable for Securities registered in the name of a person other
than the Depository or its nominee only in the limited circumstances described in the Indenture, and may not be transferred except
as a whole by the Depository to a nominee of the Depository, by a nominee of the Depository to the Depository or another nominee
of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such a successor Depository.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO.,
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY
TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITARY.


 


SOUTHSIDE BANCSHARES,
INC.


 


5.50% Fixed-to-Floating Rate Subordinated Notes
due 2026


 


	
        No.1

         

        $100,000,000
	
        CUSIP:
84470P AC3

         

        ISIN: US84470PAC32

	 	 


Southside
Bancshares, Inc., a Texas corporation (hereinafter called the “Company”, which term includes any successor
corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or
its registered assigns, the principal sum of ONE HUNDRED MILLION DOLLARS ($100,000,000.00) (or such other amount as set forth
in the Schedule of Increases or Decreases in Global Note attached hereto) on September 30, 2026 (such date is hereinafter
referred to as the “Stated Maturity Date”), unless redeemed prior to such date, and to pay interest
thereon (i) from, and including, September 19, 2016, to, but excluding, September 30, 2021, unless redeemed prior to such
date, at a rate of 5.50% per annum, semi-annually in arrears on March 30 and September 30 of each year, commencing March 30,
2017 (each such date, a “Fixed Rate Interest Payment Date,” with the period from, and including,


 






     


     


    

 


September
19, 2016 to, but excluding, the first Fixed Rate Interest Payment Date and each successive period from, and including, a
Fixed Rate Interest Payment Date to, but excluding, the next Fixed Rate Interest Payment Date being a “Fixed Rate
Period”) and (ii) from, and including, September 30, 2021 to, but excluding, the Stated Maturity Date, unless
redeemed subsequent to September 30, 2021 but prior to the Stated Maturity Date, at a rate equal to Three-month LIBOR, reset
quarterly, plus 4.297%, payable quarterly in arrears on March 30, June 30, September 30 and December 30 of each year through
the Stated Maturity Date or earlier redemption date (each, a “Floating Rate Interest Payment Date,” and
together with the Fixed Rate Interest Payment Dates, the “Interest Payment Dates,” with the period from,
and including, September 30, 2021 to, but excluding, the first Floating Rate Interest Payment Date and each successive
period from, and including a Floating Rate Interest Payment Date to, but excluding, the next Floating Rate Interest Payment
Date being a “Floating Rate Period”). The amount of interest payable on any Fixed Rate Interest Payment
Date during the Fixed Rate Period will be computed on the basis of a 360-day year consisting of twelve 30-day months up to,
but excluding September 30, 2021, and, the amount of interest payable on any Floating Rate Interest Payment Date during
the Floating Rate Period will be computed on the basis of a 360-day year and the number of days actually elapsed. In the
event that any scheduled Interest Payment Date for this Note falls on a day that is not a Business Day, then payment of
interest payable on such Interest Payment Date will be paid on the next succeeding day which is a Business Day (any payment
made on such date will be treated as being made on the date that the payment was first due and no interest on such payment
will accrue for the period from and after such scheduled Interest Payment Date); provided, that in the event that any
scheduled Floating Rate Interest Payment Date falls on a day that is not a Business Day and the next succeeding Business Day
falls in the next succeeding calendar month, such Floating Rate Interest Payment Date will be accelerated to the immediately
preceding Business Day, and, in each such case, the amounts payable on such Business Day will include interest accrued to but
excluding such Business Day. All percentages used in or resulting from any calculation of Three-month LIBOR shall be rounded,
if necessary, to the nearest one hundred-thousandth of a percentage point, with 0.000005% rounded up to 0.00001%.


 


Any principal and premium,
and any such installment of interest, which is overdue shall bear interest at the applicable rate set forth in the previous paragraph
(to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they
are paid or made available for payment, and such interest shall be payable on demand. The interest 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
Note is registered at the close of business on the 15th day of the month (whether or not a Business Day) immediately
preceding such Interest Payment Date.


 


Payment of the principal
of and interest on this Note will be made at the office or agency of the Company maintained for that purpose, which shall initially
be the Corporate Trust Office of the Trustee, in such currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.


 


Reference is hereby made
to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.


 


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


 


[Remainder of this page intentionally left
blank. Signature page follows.]


 




    	 	2	 



     


    

 


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


 


Date: __________________.


 


	 	SOUTHSIDE BANCSHARES, INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




     


     


    

 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes
of the series designated therein referred to in the within-mentioned Indenture.


 


Date of authentication: ________________


 


	 	Wilmington Trust, National Association, as Trustee
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 




     


     


    

 


REVERSE OF NOTE


 


SOUTHSIDE BANCSHARES,
INC.


 


5.50% Fixed-to-Floating Rate Subordinated Notes
due 2026


 


This Note is one of a duly
authorized issue of Securities of the Company of a series designated as the “5.50% Fixed-to-Floating Rate Subordinated Notes
due 2026” (herein called the “Notes”) initially issued in an aggregate principal amount of $100,000,000
on September 19, 2016. Such series of Securities has been established pursuant to, and is one of an indefinite number of series
of subordinated debt securities of the Company issued or issuable under and pursuant to the Indenture, dated as of September 19,
2016 (the “Base Indenture”), between the Company and Wilmington Trust, National Association, as Trustee (herein
called the “Trustee,” which term includes any successor trustee), as supplemented and amended by the First Supplemental
Indenture between the Company and the Trustee, dated as of September 19, 2016 (the “First Supplemental Indenture,”
and the Base Indenture as supplemented and amended by the First Supplemental Indenture, the “Indenture”), to
which Indenture and any other indentures supplemental thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Persons in whose names Notes are registered
from time to time and of the terms upon which the Notes are, and are to be, authenticated and delivered. The terms, conditions
and provisions of the Notes are those stated in the Indenture, those made part of the Indenture by reference to the Trust Indenture
Act of 1939, as amended (the “Trust Indenture Act”), and those set forth in this Note. To the extent that the
terms, conditions and provisions of this Note modify, supplement or are inconsistent with those of the Indenture, then the terms,
conditions and other provisions of this Note shall govern to the extent that such terms, conditions and other provisions of this
Note are not inconsistent with the terms, conditions and provisions made part of the Indenture by reference to the Trust Indenture
Act.


 


All capitalized terms used
in this Note and not defined herein that are defined in the Indenture shall have the meanings assigned to them in the Indenture.
To the extent that any capitalized term used in this Note and defined herein is also defined in the Indenture but conflicts with
the definition provided in the Indenture, the definition of the capitalized term in this Note shall control.


 


The indebtedness of the
Company evidenced by the Notes, including the principal thereof, premium, if any, and interest thereon, is, to the extent and in
the manner set forth in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness,
whether outstanding at the date hereof or hereafter incurred, and on the terms and subject to the terms and conditions set forth
in the Indenture, and shall rank pari passu in right of payment with all other Securities and with all other unsecured subordinated
indebtedness of the Company and not by its terms subordinate and subject in right of payment to the prior payment in full of debentures,
notes, bonds or other evidences of indebtedness of types that include the Notes. Each Holder of this Note, by the acceptance hereof,
agrees to and shall be bound by such provisions of the Indenture and authorizes and directs the Trustee on his behalf to take such
actions as may be necessary or appropriate to effectuate the subordination so provided.


 


The Notes are intended
to be treated as Tier 2 capital (or its then-equivalent if the Company were subject to such capital requirement) for purposes
of capital adequacy guidelines of the Board of Governors of the Federal Reserve System (or any successor regulatory authority
with jurisdiction over bank holding companies) (the “Federal Reserve Board”) as then in effect and applicable to the
Company. If an Event of Default with respect to Notes shall occur and be continuing, the principal and interest owed on the Notes
shall only become due and payable in accordance with the terms and conditions set forth in Article VI of the Base Indenture and
Sections 3.02(k) and 3.02(o) of the First Supplemental Indenture.  Accordingly, the Holder of this Note has no right to accelerate
the maturity of this Note in the event that the


 






     


     


    

 


Company fails to pay interest on any of the Notes, or fails to perform any other
obligations under the Notes or in the Indenture that are applicable to the Notes. 


 


The Company may, at its
option, redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed,
plus accrued and unpaid interest (the “Redemption Price”) to but excluding, the date of redemption (the “Redemption
Date”), on any Interest Payment Date on or after September 30, 2021. The Company may also, at its option, redeem the
Notes before the Stated Maturity Date, in whole, but not in part, at any time, upon the occurrence of a Tier 2 Capital Event, a
Tax Event or a 1940 Act Event. Any such redemption will be at a redemption price equal to the Redemption Price to, but excluding,
the Redemption Date fixed by the Company. No redemption of the Notes by the Company prior to the Stated Maturity Date shall be
made without the prior approval of the Federal Reserve Board if such prior approval is or will be required at the scheduled Redemption
Date. The provisions of Article III of the Base Indenture and Section 3.02(g) of the First Supplemental Indenture shall apply to
the redemption of any Notes by the Company.


 


The Notes are not entitled
to the benefit of any sinking fund. The Notes are not convertible into or exchangeable for any other securities or property of
the Company or any Subsidiary of the Company.


 


The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company
and the rights of the Holders of the Notes at any time by the Company and the Trustee with the consent of the Holders of at least
a majority in principal amount of the Outstanding Notes. The Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Notes at the time Outstanding, on behalf of the Holders of all Notes, to waive certain past
defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive
and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.


 


As provided in the Indenture
and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Register described in Section
2.7 of the Base Indenture, upon surrender of this Note for registration of transfer at the office or agency of the Company in any
place where the principal of and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Registrar duly executed by the Holder hereof or his attorney duly authorized
in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will
be issued to the designated transferee or transferees.


 


The Notes are issuable
only in registered form without coupons in minimum denominations of $1,000 and any integral multiples of $1,000 in excess thereof.


 


The Company and the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for
all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.


 


This Security is a
global note, represented by one or more permanent global certificates registered in the name of the nominee of The Depository
Trust Company (each a “Global Note” and collectively, the “Global Notes”). Accordingly,
unless and until it is exchanged for individual certificates, this Note may not be transferred except as a whole by The Depository
Trust Company (the “Depositary”) to a nominee of such Depositary or by a nominee of such Depositary or by the
Depositary or any nominee to a successor Depositary or any nominee of such successor. Ownership of beneficial interests in this
Security will be shown on, and the transfer of that ownership will be effected only through, records maintained by the applicable
Depositary or its nominee (with respect


 






    	 	2	 



     


    

 


to interest of persons that have accounts with the Depositary (“Participants”))
and the records of Participants (with respect to interests of persons other than Participants). Beneficial interests in Notes
owned by persons that hold through Participants will be evidenced only by, and transfers of such beneficial interests with such
Participants will be effected only through, records maintained by such Participants. Except as provided below, owners of beneficial
interests in this Note will not be entitled to have any individual certificates and will not be considered the owners or Holders
thereof under the Indenture. 


 


Except in the limited
circumstances set forth in the Base Indenture, Participants and owners of beneficial interests in the Global Notes will not be
entitled to receive Notes in the form of individual certificates and will not be considered Holders of Notes. None of the Company,
the Trustee, the Registrar, the Paying Agent or any of their respective agents will be liable for any delay by the Depositary,
its nominee or any direct or indirect Participant in identifying the beneficial owners of the related Notes. The Company, the Trustee,
the Registrar, the Paying Agent and each of their respective agents may conclusively rely on, and will be protected in relying
on, instructions from the Depositary or its nominee for all purposes, including with respect to the registration and delivery,
and the respective principal amounts, of the Notes to be issued. 


 


Except as provided in
Section 2.14 of the Base Indenture, beneficial owners of Global Notes will not be entitled to receive physical delivery of Notes
in the form of individual certificates, and no Global Note will be exchangeable except for another Global Note of like denomination
and tenor to be registered in the name of the Depositary or its nominee. Accordingly, each person owning a beneficial interest
in a Global Note must rely on the procedures of the Depositary and, if such person is not a Participant, on the procedures of the
Participant through which such person owns its interest, to exercise any rights of a Holder under the Notes. 


 


The laws of some jurisdictions
may require that certain purchasers of securities take physical delivery of those securities in definitive form. Accordingly, the
ability to transfer interests in the Notes represented by a Global Note to those persons may be limited. In addition, because the
Depositary can act only on behalf of its Participants, who in turn act on behalf of persons who hold interests through Participants,
the ability of a person having an interest in Notes represented by a Global Note to pledge or transfer such interest to persons
or entities that do not participate in the Depositary’s system, or otherwise to take actions in respect of such interest,
may be affected by the lack of a physical definitive security in respect of such interest. None of the Company, the Trustee, the
Paying Agent and the Registrar will have any responsibility or liability for any aspect of the records relating to or payments
made on account of Notes by the Depositary, or for maintaining, supervising or reviewing any records of the Depositary relating
to the Notes. 


 


The Trustee will act as
the Company’s Paying Agent with respect to the Notes through its Corporate Trust Office presently located at 1100 North Market
Street, Wilmington, Delaware 19890. The Company may at any time rescind the designation of a Paying Agent, appoint a successor
Paying Agent, or approve a change in the office through which any Paying Agent acts.


 


Notices to the Holders
of registered Notes in the form of individual certificates will be given to such Holders at their respective addresses in the Register,
or in the case of Global Notes, electronic delivery in accordance with DTC’s applicable procedures. The Indenture contains
provisions setting forth certain conditions to the institution of proceedings by the Holders of Notes with respect to the Indenture
or for any remedy under the Indenture.


 


THIS NOTE SHALL BE DEEMED
TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK.


 




    	 	3	 



     


    

 


ASSIGNMENT FORM


 


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


 


	 
	(Insert assignee’s legal name)
	 
	 
	(Insert assignee’s social security or Tax I.D. number)
	 
	 
	(Print or type assignee’s name, address and zip code)


 


and irrevocably appoint the Trustee as agent
to transfer this Security on the books of Southside Bancshares, Inc. The agent may substitute another to act for it.


 


Your Signature:


 


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


 


Your Name:


 


Date:


 


Signature Guarantee:


 


SIGNATURE GUARANTEE


 


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


 




     


     


    

 


SCHEDULE OF INCREASES OR
DECREASES IN GLOBAL NOTE


 


The initial principal amount
of this Global Note is $100,000,000. The following increases or decreases in the principal amount of this Global Note have been
made:


 


	Date	 	Amount of

    decrease in

    principal

    amount of this

    Global Note	 	Amount of

    increase in

    principal

    amount of this

    Global Note	 	Principal

    amount of this

    Global Note

    following such

    decrease or

    increase	 	Signature of

    authorized or

    signatory of

    Trustee