Form of Certificate for Senior Non-Cumulative Perpetual Preferred Stock, Series ECIP

'i ) )) 6G0ES KG2 LITHO IN U.S.A. ) See Restrictive on Reverse Side of Certificate pk, rf .^■;mi^p^-iSjSSs!^ vAV- m W-?J}\- ■ !’ wM3 k » r\\M« Wi -j UrQinizea Utukr the Laws of the State of Mississif^ .J iS:t.r. V Ufi Vj'I l’ - ■''? ^ Gill«● ●V r' ;7 :SS& ■ l' NUMBER . ;■ ■ ;;; SHARES «<1 *i!?A S. 1%●ieEeip-0011 250,000 *4e±lV' ^'5 *1 ●; iiir! ijjilj B) i®45 LkS irri i M7i )aiV BancPIuCCorporatioiSS\V a < ?)m m s.n D WiMmTWj^r?'●'*''●»» The United States Department of the TreasuryH uu W iy 4 *Two Hundred Fifty Thousand (250,000)* Senior Non-Cumulative Perpetual Preferred Stock, Series EClP’ ‘Stated Value $1,000 per share* . t 1 1 >i '.'i% 1. ● mtyii dk p. H In UlitriESS UlhErEnf,t!r?m- n- '■/e' ■Ar^rKfyy/^'-■fj'l//yC'idy. utr:y/. </yf.y § nd June//zzSi m/jLl Sf. i^A3sa ii' i;S3V»/m3It* U«f Max S. Yates, SeniorExecutive Vice President. Chief Strategy Officer & SecretaryWilliam A. Ray, President & Chief Executive Offic^ j | a >yil m iI bm ^ r;Vifs ^SWfM law®34fer« *i* M! M^Ta tfis Ff0f$ -1Hi Ii ■■','ft -5T: I# © GOES KG2 All Rigiils Reserved "

 

THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS OR SUCH REGULATIONS, AS APPLICABLE. EACH PURCHASER OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT IS NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE I44A THEREUNDER. ANY TRANSFEREE OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT BY ITS ACCEPTANCE HEREOF (I) REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE I44A UNDER THE SECURITIES ACT), (2) AGREES THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY THIS INSTRUMENT EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT WHICH IS THEN EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE I44A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE I44A, (C) TO THE ISSUER OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF A SECURITIES PURCHASE AGREEMENT BETWEEN THE ISSUER OF THESE SECURITIES AND THE INVESTOR REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE WITH THE ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT WILL BE VOID. THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THAT CERTAIN CERTIFICATE OF DESIGNATION GOVERNING THE ECIP SERIES OF PREFERRED STOCK FILED WITH THE SECRETARY OF STATE OF THE STATE OF MISSISSIPPI. A SUMMARY OF THE RIGHTS OF THE ECIP SERIES OF PREFERRED STOCK WILL BE FURNISHED BY THE CORPORATION WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS. 5 ●T ^ ^ iSl