principal, interest, collection costs and expenses and other amounts due under this Note in suchorder and manner as Lender shall elect.     This Note matures on September 3, 2009 (the “Maturity Date”). Borrower agrees to pay in fullall interest, principal, fees, charges and all other amounts due under this Note and LoanAgreement on the Maturity Date. After maturity of the Loan, whether by reason of acceleration orotherwise, interest shall accrue on the Advances and be payable on demand on the entireoutstanding principal balance hereof at an annual rate equal to Twelve Percent (12%).     All payments of principal and interest under this Note shall be made in lawful currency ofthe United States in Federal or other immediately available funds at the office of Lender situatedat 100 Colonial Bank Blvd, Montgomery, AL 36117-4244, or at such other place as Lender may fromtime to time designate in writing.     Lender shall record in its books and records the date and amount of each Advance made by it toBorrower under this Note and the date and amount of each payment of principal and/or interest madeby Borrower with respect thereto; provided, however, that the obligation of Borrower to repay eachAdvance made to Borrower under this Note shall be absolute and unconditional, notwithstanding anyfailure of Lender to make any such recordation or any mistake by Lender in connection with any suchrecordation. The books and records of Lender showing the account between Lender and Borrower shallbe admissible in evidence in any action or proceeding and shall constitute prima facie proof of theitems therein set forth. Lender’s internal records of applicable interest rates shall bedeterminative in the absence of manifest error.     This Note is the Note referred to in the Loan Agreement dated as of the date hereof by andbetween Borrower and Lender, as the same may from time to time be amended, modified, extended,renewed or restated (the “Loan Agreement”; all capitalized terms used and not otherwisedefined in this Note shall have the respective meanings ascribed to them in the Loan Agreement).The Loan Agreement, among other things, contains provisions for acceleration of the maturity ofthis Note upon the occurrence of certain stated events and also for prepayments on account of theprincipal of this Note and interest on this Note prior to the maturity of this Note upon the termsand conditions specified therein.     If Borrower shall fail to make any payment of any principal of or interest on this Note asand when the same shall become due and payable, or if any Event of Default shall occur under orwithin the meaning of the Loan Agreement, then Lender’s obligation to make additional Advancesunder this Note may be terminated in the manner and with the effect as provided in the LoanAgreement and the entire outstanding principal balance of this Note and all accrued and unpaidinterest thereon may be declared to be immediately due and payable in the manner and with theeffect as provided in the Loan Agreement.     In the event that any payment of any principal of or interest on this Note is not paid whendue, whether by reason of maturity, acceleration or otherwise, and this Note is placed in the handsof an attorney or attorneys for collection, or if this Note is placed in the hands of an attorneyor attorneys for representation of Lender in connection with bankruptcy or insolvency proceedingsrelating to or affecting this Note, Borrower hereby promises to pay to the order of Lender, inaddition to all other amounts otherwise due on, under or in respect of this Note, the costs and
 

 
expenses of such collection, foreclosure and representation, including, without limitation,attorneys’ fees and expenses (whether or not litigation shall be commenced in aid thereof). Allparties hereto severally waive presentment for payment, demand for payment, protest, notice ofprotest and notice of dishonor.     This Note shall be governed by and construed in accordance with the substantive laws of theState of Alabama (without reference to conflict of law principles).         Borrower:             **SUPERIOR BANCORP**           By: /s/ Mark A. Tarnakow            Print Name: Mark A. Tarnakow           Title: CFO