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(the “Breached Sections”) and as a result of a memorandum of understanding dated September30, 2008, being issued by the Florida Office of Financial Regulation with respect to The Royal PalmBank of Florida (the “MOU”) and a cease and desist order, dated March 9, 2009, being issuedby the Federal Deposit Insurance Corporation (“FDIC”) and the Office of the State BankCommissioner for the State of Kansas (“Kansas Bank Commissioner”) with respect to HeartlandBank (the “Order”). As a result of the foregoing Events of Default, the Lender has theright to declare the entire outstanding principal balance of, and all accrued and unpaid intereston, the Purchased Notes issued under the Loan Agreement and the Secured Demand Notes to beimmediately due and payable;     WHEREAS, the Borrower has received a draft memorandum of understanding from the FederalReserve Bank of St. Louis, which is not dated, with respect to Borrower (“Draft MOU”). It isanticipated that the memorandum of understanding with respect thereto will be entered into withinthe next thirty days (upon execution, the “Anticipated MOU”);     WHEREAS, The Royal Palm Bank of Florida has been notified by the FDIC that it will change theMOU to a cease and desist order within the next thirty days (upon issuance, the “AnticipatedOrder”);     WHEREAS, the Borrower has requested that Lender waive the Events of Default under the LoanAgreement and the Secured Demand Notes caused by the breach of the Breached Sections by theBorrower and the issuance of the MOU, the Order, the Anticipated MOU and the Anticipated Order; and     WHEREAS, the Lender has agreed to provide such a waiver;     NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein,and for other good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereto agree as follows:     1. Waivers. Subject to the other terms and conditions of this Waiver Agreement, theLender hereby waives each existing Event of Default resulting from breaches of the BreachedSections of the Loan Agreement and resulting from the issuance of the MOU, the Order, Draft MOUand the Anticipated Order to the extent such Events of Default are caused (a) solely by the factthat Mid-America Bancorp, Inc. incurred $4,000,000 of Indebtedness in violation of Section 6.01 ofthe Loan Agreement and is now in default in the payment of such debt, (b) solely by the fact thatthe Non-Performing Assets of all Subsidiary Banks on a combined basis exceed 18% of the PrimaryCapital of all Subsidiary Banks as determined according to GAAP in violation of Section 6.12 of theLoan Agreement, (c) solely by the fact that the Borrower failed to maintain a Consolidated FixedCharge Coverage Ratio of at least 1.10 to 1.00 for the four (4) consecutive fiscal quarter periodended on December 31, 2008, (d) that the Florida Office of Financial Regulation issued the MOU, (e)that the FDIC and the Kansas Bank Commissioner issued the Order, (f) that the Federal Reserve Bankof St. Louis will issue the Anticipated MOU, provided that the Anticipated MOU is not materiallydifferent from the Draft MOU, and (g) that the FDIC and the Florida Office of Financial Regulationwill issue the Anticipated Order, provided the
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Anticipated Order is in substantially the same form and substance as the MOU (collectively, the“Waiver” and such Events of Default, the “Waived Defaults”).     2. Covenants. Borrower covenants and agrees that it (the following, collectively, the“Additional Covenants”):     (a) shall ensure that the aggregate amount of Non-Performing Assets of all Subsidiary Banks ona combined basis does not at any time equal or exceed Thirty-Five Percent (35%) of the then PrimaryCapital of all Subsidiary Banks, as determined according to GAAP;     (b) shall maintain a Consolidated Fixed Charge Coverage Ratio of at least 0.5 to 1.00 for theperiod from January 1, 2009, through the last day of each fiscal quarter ended after the date ofthis Waiver Agreement, as measured as of each such fiscal quarter end;     (c) shall deliver to Lender, each in form and substance satisfactory to Lender in itsreasonable discretion, each of the following:          (i) on or before the twenty-first day of each calendar month following the end of eachcalendar quarter, and with respect to the immediately preceding calendar quarter, a written reportof Borrower’s compliance with each requirement set forth in the MOU and Anticipated MOU;          (ii) on or before the twenty-first day of each calendar month following the end of eachcalendar quarter, and with respect to the immediately preceding calendar quarter, a written reportof Borrower’s compliance with each requirement set forth in the Order and Anticipated Order;          (iii) within five days of its occurrence, a written notice of any modification of, oramendment to, or of failure to comply with, the Order, the MOU, the Anticipated MOU and theAnticipated Order;          (iv) within five days of its occurrence, a written notice of any default occurring after thedate hereof on any loan made by Borrower, any Subsidiary Holding Company or any Subsidiary Bankwith an outstanding principal amount in excess of $1,000,000;          (v) on or before the twenty-first day of each calendar month, and with respect to theimmediately preceding calendar month, a balance sheet and income statement prepared in accordancewith GAAP with respect to Borrower, each Subsidiary Holding Company and Subsidiary Bank;          (vi) within one Business Day after learning of the occurrence of any event set forth inSections 5.14(h) or (i) of the Loan Agreement, written notice of the occurrence of such event,describing the same, and if applicable, the steps being taken by the Person(s) affected withrespect thereto;
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          (vii) within three Business Day after learning of the occurrence of any other event set forthin Section 5.14 of the Loan Agreement, written notice of the occurrence of such event, describingthe same, and if applicable, the steps being taken by the Person(s) affected with respect thereto;and.          (viii) within twenty-one days of the end of each calendar month, and with respect to theimmediately preceding calendar month, a certificate signed by the Chief Executive Officer and theChief Financial Officer of Borrower certifying compliance with all of the Additional Covenants;     (d) shall not declare or incur any liability to make any Distribution in respect of itscapital stock;     (e) shall give Lender access to the books, records and officers of Borrower upon at least 48hours notice, and if Lender deems necessary, Borrower shall arrange for Lender to have access tothe books, records and officers of each Subsidiary Holding Company and each Subsidiary Bank duringnormal business hours and upon at least 48 hours notice; and     (f) shall have stockholders equity in excess of the remainder of (i) $90 million minus(ii) any write-down of goodwill, as determined in accordance with GAAP as of the last day of eachcalendar month.     3. Termination of Waiver. The Waiver shall terminate upon the earliest to occur ofthe following:     (a) the occurrence of an “Event of Default” under any of the Loan Agreement, the PurchasedNotes, the Transaction Documents, the Secured Demand Notes or the Demand Note Security Documents(collectively, the “Debt Instruments”);     (b) the breach of any representation, warranty or covenant contained herein or in any DebtInstrument;     (c) Borrower shall fail to perform, or ensure the performance of, any Additional Covenant;     (d) any modification of, or amendment to, the Order, the Anticipated Order, the MOU, or theAnticipated MOU which Lender determines in its reasonable discretion could have a Material AdverseEffect;     (e) Borrower, any Subsidiary Holding Company or any Subsidiary Bank being placed inreceivership or being taken over by any Regulatory Agency;     (f) Lender determining in its sole discretion that there has been any change in the business,operations or condition, financial or otherwise, of Borrower, any Subsidiary HoldingCompany, any Subsidiary Bank or Consolidated Subsidiary that could have a Material AdverseEffect;
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     (g) April 30, 2009, if Lender and Borrower have not executed an amendment to, and restatementof, the Loan Agreement; and     (h) September 30, 2009.     If the Waiver is terminated, the total amount outstanding under the Debt Instruments shall beimmediately due and payable without any notice to Borrower, any Subsidiary Holding Company or anySubsidiary Bank, and Lender may immediately proceed to exercise all of its legal rights andremedies with respect to its collateral under the Debt Instruments, Borrower, each SubsidiaryHolding Company and each Subsidiary Bank, without any further notice to any of them. Except asspecifically set forth herein, this Waiver Agreement does not modify or affect the obligations ofBorrower, any Subsidiary Holding Company or any Subsidiary Bank to comply fully with all terms,conditions and covenants contained in the Debt Instruments. Nothing contained in this WaiverAgreement shall be deemed to constitute a waiver of any other rights or remedies Lender may haveunder the Debt Instruments or applicable law.     4. Payment. From and after the date hereof, interest on the Purchased Notes shallaccrue at a fixed annual rate of Seven and One-Half Percent (7.50%). On the date hereof, Borrowershall pay Lender an amount equal to $42,614.48 via wire transfer of immediately available funds toan account designated by Lender, which amount represents an amount equal to the difference betweenthe interest that would have accrued on the Purchased Notes at the rate of 7.50% from December 23,2008 through the date hereof and the actual amount of interest paid by Borrower on the PurchasedNotes since December 23, 2008.     5. Additional Representations. IN ADDITION, TO INDUCE LENDER TO AGREE TO THE TERMS OFTHIS WAIVER AGREEMENT, BORROWER, ON BEHALF OF ITSELF AND EACH OBLIGOR, REPRESENTS AND WARRANTS THATAS OF THE DATE OF ITS EXECUTION OF THIS WAIVER AGREEMENT THERE ARE NO CLAIMS OR OFFSETS AGAINST ORDEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE DEBT INSTRUMENTS AND IN ACCORDANCE THEREWITHIT:(a) ON BEHALF OF ITS SELF AND EACH OBLIGOR, WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS,DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE OF ITSEXECUTION OF THIS WAIVER AGREEMENT; AND(b) RELEASES AND DISCHARGES LENDER AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,SHAREHOLDERS, AFFILIATES AND ATTORNEYS (COLLECTIVELY, THE “RELEASED PARTIES”) FROMANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION ORDEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY,WHICH BORROWER OR ANY OBLIGOR EVER HAD, NOW HAS, CLAIMS OT HAVE OR MAY HAVE AGAINST ANYRELEASED PARTY ARISING PRIOR TO THE DATE
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HEREOF AND FROM OR IN CONNECTION WITH THE DEBT INSTRUMENTS, OR THE TRANSACTIONS CONTEMPLATEDTHEREBY OR HEREBY.     6. Defined Terms. The following terms shall have the following meanings (suchmeanings shall be equally applicable to the singular and plural forms of the terms used, as thecontext requires) for the purposes of this Waiver Agreement and the Loan Agreement, notwithstandingthe fact that such terms may be defined differently in the Loan Agreement:(a) Borrower’s Interest Expense shall mean for the period in question the interestexpense Borrower incurs on its Indebtedness.(b) Consolidated Fixed Charge Coverage Ratio shall mean for the measurementperiod in question, the ratio of: (a) the sum of (i) Consolidated Net Income, plus(ii) Borrower’s Interest Expense, plus (iii) non-cash items included in operatingexpenses, minus (iv) non-cash items included in Consolidated Net Income,minus (v) Distributions; to (b) the sum of (i) $711,681.00 multiplied by the numberof fiscal quarters included in such measurement period, plus (ii) Borrower’sInterest Expense during such measurement period, all determined in accordance with GAAP.(c) Consolidated Subsidiary shall mean with respect to any Person at any date, anysubsidiary (including with respect to the Borrower, each Subsidiary Bank Holding Company andeach Subsidiary Bank) or other entity the assets and liabilities of which are or should beconsolidated with those of such Person in its consolidated financial statements as of suchdate in accordance with GAAP.(d) Material Adverse Effect shall mean (a) a material adverse effect on theProperties, assets, liabilities, business, operations, prospects, income or condition(financial or otherwise) of Borrower, any Subsidiary Bank, any Subsidiary Holding Companyand/or any Consolidated Subsidiary, (b) material impairment of the ability of Borrower, anySubsidiary Holding Company and/or any Subsidiary Bank to perform any of its obligationsunder this Waiver or the Debt Instruments or (c) material impairment of the enforceabilityof the rights of, or benefits available to, Lender under this Waiver or any Debt Instrument.(e) Non-Performing Assets shall mean, with respect to any Person, assets which:(a) constitute or are classified as other real estate owned (as such term is defined in theguidelines, rules and regulations of The Board of Governors of the Federal Reserve Boardpertaining to capital adequacy in effect from time to time), (b) in the case of a particularasset, is (at the time of such calculation) classified as a loan or other extension ofcredit (1) which has been placed on nonaccrual status (regardless of whether suchclassification is internal or as reported to or directed by any Regulatory Agency) or hasbeen required to be so placed by any Regulatory Agency, (2) the obligee of which has reducedthe agreed interest rate, reduced the principal or interest obligation, extended thematurity, applied interest payments to reduce principal, capitalized interest or otherwiserenegotiated the terms of the obligations based upon the actual or asserted inability of theobligor or obligors of such loans to perform their obligations pursuant to the agreements
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with the obligee prior to such modification or renegotiation, or which has been otherwiseclassified as renegotiated pursuant to guidelines now or hereafter established by theFederal Financial Institutions Examination Council, or (3) with respect to which any paymentof any principal or interest is past due for a period of ninety (90) days or more, or (c)all other “Non-Performing Assets,” as reported in the then most recent reports filed withthe applicable Regulatory Agency for the relevant entity.(f) Obligations shall mean any and all indebtedness, liabilities andobligations of Borrower, any Subsidiary Holding Company and/or any Subsidiary Bank to Lenderunder any Debt Instrument or this Waiver Agreement or any other agreement, instrument ordocument heretofore, now or hereafter executed and delivered by Borrower, any SubsidiaryHolding Company and/or any Subsidiary Bank to Lender, in each case whether now existing orhereafter arising, absolute or contingent, joint and/or several, secured or unsecured,direct or indirect, expressed or implied in law, contractual or tortious, liquidated orunliquidated, at law or in equity, or otherwise, and whether created directly or acquired byLender by assignment or otherwise, and any and all costs of collection and/or attorneys’fees incurred or to be incurred in connection therewith.(g) Obligor shall mean Borrower, each Subsidiary Holding Company, each SubsidiaryBank and each other Person who is or shall become primarily or secondarily liable on any ofthe Obligations or who grants Lender a Lien upon any Property or assets of such Person ascollateral for any of the Obligations.(h) Property shall mean any interest in any kind of property or asset, whether real,personal or mixed, or tangible or intangible. Properties shall mean the plural ofProperty. For purposes of this Agreement, Borrower, each Subsidiary Holding Company andeach Subsidiary Bank, as the case may be, shall be deemed to be the owner of any Propertywhich it has acquired or holds subject to a conditional sale agreement, financing lease orother arrangement pursuant to which title to the Property has been retained by or vested insome other Person for security purposes.(i) Regulatory Agency shall mean any Federal, state or local governmental orregulatory agency, authority, entity or official having jurisdiction over the banking orother related activities of Borrower, any Subsidiary Holding Company and/or any SubsidiaryBank, including, without limitation (to the extent applicable), the Board of Governors ofthe Federal Reserve System, the Office of the Comptroller of the Currency, the FederalDeposit Insurance Corporation, the United States Securities and Exchange Commission, theIllinois Department of Financial and Professional Regulation, the Florida Office ofFinancial Regulation, the Missouri Division of Finance, and the Kansas Office of State BankCommissioner.(j) Subsidiary Bank shall mean, each of: Heartland Bank, a Kansas bankingcorporation; Brown County State Bank, an Illinois banking corporation; Marine Bank & Trust,an Illinois banking corporation; Mercantile Bank, an Illinois banking corporation; and TheRoyal Palm Bank of Florida, a Florida banking corporation; and HNB NationalBank, a national banking association; and Subsidiary Banks shall mean some or all ofthe foregoing.
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(k) Subsidiary Holding Company shall mean each of Royal Palm Bancorp, Inc. a FloridaCorporation, HNB Financial Services, Inc., a Missouri corporation, and Mid-America Bancorp,Inc., a Kansas corporation; and Subsidiary Holding Companies shall mean some or allof the foregoing.     7. Miscellaneous.     (a) Except as herein specifically agreed, the Debt Instruments, and the obligations ofthe Borrower, the Subsidiary Holding Companies and the Subsidiary Banks thereunder, arehereby ratified and confirmed and shall remain in full force and effect according to theirterms.     (b) The Borrower hereby represents and warrants to Lender on the date hereof, asfollows:     (i) Borrower has the power and authority to execute, deliver and perform, andhas taken all necessary action to authorize the execution, delivery, performance andfiling of this Waiver Agreement.     (ii) This Waiver Agreement has been duly executed and delivered by Borrower andconstitutes the legal, valid and binding obligation of Borrower enforceable againstBorrower in accordance with its terms, except as enforceability may be subject to(i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer,moratorium or similar laws affecting creditors’ rights generally; or (ii) generalprinciples of equity (regardless of whether such enforceability is considered in aproceeding at law or in equity).     (iii) Borrower’s execution, delivery and performance of this Waiver Agreementwill not violate any law, rule, regulation, order, writ, judgment, injunction,decree or award binding on Borrower, any Subsidiary Holding Company or anySubsidiary Bank, or any provision of their respective Certificate or Articles ofIncorporation or Bylaws or any of the provisions of any indenture, agreement,document, instrument or undertaking to which Borrower, any Subsidiary HoldingCompany or any Subsidiary Bank is a party or is subject or by which it or itsProperty is bound.     (iv) No consent, approval, authorization or order of, or filing, registrationor qualification with, any court or governmental authority or third party isrequired in connection with the execution, delivery or performance by the Borrowerof this Waiver Agreement.     (v) The representations and warranties of Borrower, each Subsidiary HoldingCompany and each Subsidiary Bank set forth in the Debt Instruments are true andcorrect with the same effect as if made on and as of the date hereof.Except for the breaches of the Breached Sections described in Section 1 hereofand the issuance of the MOU by the Florida Office of Financial Regulation, the
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Order by the FDIC and the Kansas Bank Commissioner, the Anticipated MOU by theFederal Reserve Bank of St. Louis, and the Anticipated Order by the FDIC and FloridaOffice of Financial Regulation, no event or condition has occurred and is continuingwhich constitutes or would constitute with notice or passage of time a breach of anyterm, provision or covenant contained in this Waiver Agreement or any DebtInstrument or an Event of Default.     (b) This Waiver Agreement may be executed in any number of counterparts, each of whichwhen so executed and delivered shall be an original, but all of which shall constitute oneand the same instrument. Delivery of an executed counterpart of this Agreement by telecopyshall be effective as an original and shall constitute a representation that an executedoriginal shall be delivered.     (c) **THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BEGOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OFILLINOIS.**(Remainder of page intentionally left blank)
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     Each of the parties hereto has caused a counterpart of this Waiver Agreement to be dulyexecuted and delivered as of the date first above written.      Borrower: