unpaid principal balance of this Note and the remainder to principal. All computations of interestshall be made by Lender on the actual days outstanding on the basis of a three hundred sixty (360)day calendar year. Said payments are to be made via wire transfer of funds to Lender’s office at8620 West Tropicana, Las Vegas, Nevada 89180 or at such place as Lender or the legal holder of thisNote may, from time to time, in writing appoint. Unless otherwise specified herein, all interestpayable under this Note is paid in arrears.     5. Applicable Laws. This Note shall be construed and enforced in accordancewith the laws of the State of Illinois and shall be conclusively deemed for all purposes to havebeen executed and delivered in the State of Illinois for performance therein. This Note is givenfor an actual loan of money for business purposes and is not for agricultural, consumer, personalor residential purposes.     6. Collateral Security. The payment of this Note and all obligations ofBorrower in connection with this Note are secured by that certain Stock Pledge Agreement(Borrower), dated as of the date hereof, by and between Lender and Borrower (the “PledgeAgreement”) and by that certain Collateral Assignment of Promissory Note and Other LoanDocuments, dated as of the date hereof, by and between Lender and Borrower (the “CollateralAssignment”).     7. Event of Default. An “Event of Default” hereunder shall be deemedto have occurred (i) if Borrower shall fail to pay when due any sum of money due and owing underthis Note; (ii) Borrower uses the proceeds from this Note for any purposes other than purchasing a$4,000,000.00 promissory note executed by Mid-American Bancshares, Inc. (“Mid-America”), Robert S.Wholey and Janet F. Wholey in favor of First Community Bank, a Missouri state chartered bank(“First Community”); (iii) Borrower breaches any covenant, representation or warranty set forth inthis Note, the Pledge Agreement or the Collateral Assignment; (iv) an “Event of Default” occursunder the Loan Agreement, dated August 28, 2008, among Mid-America, Robert S. Wholey, Janet F.Wholey and Borrower, as successor in interest to First Community (the “Loan Agreement”), the Pledgeand Security Agreement, dated August 28, 2008, between Mid-America and Borrower as successor ininterest to First Community (the “Mid-America Pledge Agreement”) or the Pledge and SecurityAgreement, dated August 28, 2008, between Robert S. Wholey, Janet F. Wholey and Borrower assuccessor in interest to First Community (the “Wholey Pledge Agreement”); (v) the Lender determinesin its sole discretion that there has been any change in the business, operations or condition,financial or otherwise, of Borrower or any direct or indirect subsidiary of Borrower that couldhave (x) a material adverse effect on the properties, assets, liabilities, business, operations,prospects, income or condition (financial or otherwise) of Borrower or any such direct or indirectsubsidiary, or (y) an impairment of the enforceabilty of the rightsof, or benefits available to, Lender under this Note, the Pledge Agreement or the CollateralAssignment; (vi) the Restrictive Stock Agreement, dated as of October 7, 1998, among Mid-Americaand the stockholders of Mid-America (the “Restrictive Stock Agreement”) is not terminated on orbefore February 27, 2009 or (vii) any stockholder of Mid-America attempts to transfer, sell,hypothecate, pledge or assign, voluntarily or involuntarily, any stock of Mid-America or makes orthreatens to make a claim or allegation that any termination of the Restrictive Stock Agreement isinvalid or that he/she/it is entitled to any payments under or as a result of the Restrictive StockAgreement. It is agreed that at the election of Lender or the holder or holders hereof, and inaddition to any other rights or remedies set forth herein, upon the occurrence of an Event ofDefault, the principal sum remaining unpaid
 

 
hereunder, together with all accrued and unpaid interest thereon, shall become at once due andpayable at the place of payment aforesaid.     8. Waiver. Except as expressly provided herein, Borrower and each surety,endorser and guarantor hereof, jointly and severally, waive grace, presentment for payment, noticeof nonpayment, demand of payment, protest and notice of protest, notice of dishonor, notice ofintent to accelerate, notice of acceleration, and diligence in the collection of this Note and infiling suit hereon and consent and agree that their liability for the payment hereof shall not beaffected or impaired by any release or change in the security for the payment of this Note or anyparty hereto, by any extension of the time of payment, or the addition of any parties hereto, whichextension and addition may be made without notice to any party hereto and without affecting theirliability hereunder.     9. Collection, Borrower and each surety, endorser and guarantor hereof,jointly and severally, agree that if this Note is not paid promptly in accordance with its termsand is placed in the hands of an attorney for collection or if suit be instituted hereon or toforeclose the security granted under the Pledge Agreement and as often as this Note is placed inthe hands of the attorney for collection and as often as suit is filed to collect this Note, they,and each of them, shall pay, in addition to the unpaid principal balance hereof and all accrued andunpaid interest due hereon, all costs of collection, including, without limitation, reasonableattorney’s fees.     10. Records. All amounts advanced to Borrower under this Note or otherwise and allother debits and credits provided in this Note and in the Loan Agreement shall be evidenced byentries made by Lender on records to be maintained at Lender’s office in Las Vegas, Nevada. Allpayments of principal and interest made by the Borrower shall be similarly evidenced by entriesmade by Lender in such records, showing the date and amount of each such payment and the principalbalance remaining unpaid immediately thereafter. The balance due Lender, as set forth in suchrecords, shall be conclusive evidence of the amounts due and owing Lender by Borrower, absentmanifest error. Notwithstanding the foregoing, the failure of Lender to make any such entries shallnot limit or otherwise affect the obligations of Borrower hereunder with respect to payments ofprincipal and interest.     11. Notice. Each notice, request, demand, consent, confirmation and/or othercommunication under this Note shall be in writing and delivered in person or sent by telecopy,recognized overnight courier or registered or certified mail, return receipt requested and postageprepaid, as follows:If to the Borrower, to:MercantileBancorp, Inc.