[Date and Place]

On [date], for value received, the undersigned promises to pay to the order of the _________ bank of _________ payee, at its branch office in the city of _________, _________, $_____, with interest from date of this note until this note is paid in full, at the rate of _________ percent per year, payable [date], and quarter-annually thereafter. The maker shall have the right to prepay this note in whole or in part at any time; provided, however, that the payee shall have the right, at its option, to collect not to exceed _________ days' unearned interest on the amount prepaid.

The maker assigns and pledges to the payee, as collateral security for the payment of this note and of any and all other obligations of the maker to the payee, due or to become due, formerly or hereafter contracted or existing, all stock of the _________ bank of _________ owned by it, any and all deposits made by it with the payee, and any and all other collateral security formerly or hereafter assigned or pledged to the payee. Upon demand the maker agrees to deposit immediately with the payee such additional or substitutional collateral security as the payee may, at any time or from time to time, deem necessary adequately to secure it against any and all obligations of the maker to the payee. Subject to the approval of payee, the maker may withdraw any item of collateral security and substitute in lieu of it other similar collateral security of equal value.

On default in any payment of principal or interest, or on failure to perform any other covenant in this agreement or in any other instrument executed by the maker in favor of the payee, or on failure to furnish additional or substitutional collateral security, or if a conservator, custodian, receiver or liquidator is appointed for the maker or any of its property, or if it is adjudicated to be insolvent or makes an assignment for benefit of creditors, or if the operations of the maker or its corporate powers are restricted in any manner by a court or by state or other supervisory authority, or in case of any form of liquidation, merger or consolidation, the payee may at its option declare the entire amount of principal and interest of this note, and of any other obligation of the maker to the payee, due and payable.

In case of nonpayment, when due, of principal or interest of this note, or of any other obligation of the maker to the payee, either at maturity or by such declaration, the payee may, at its option and without notice, apply any balances, credits, deposits, accounts or monies of the maker then in its possession in full or partial payment of this note, and/or of any other obligation of the maker to the payee; and may sell, assign, and deliver the whole or any part of the collateral security, without any relief to the maker from any valuation or appraisement laws now in effect or hereafter enacted, at any public or private sale, without demand, advertisement or notice of the time or place of sale or of adjournments, all of which are expressly waived by this means. The maker further waives any and all equity or right of redemption, whether before or after sale under this agreement, and agrees that upon such sale the payee may become the purchaser of the whole or any part of the collateral security free from any such right or equity of redemption. In case of such sale, after deducting all costs, attorneys' fees, and other expenses of collection, the payee may apply the residue of the proceeds to the payment of this note of and/or to such other obligation of the maker to the payee as it shall deem proper, returning the overplus, if any, to the maker.

Without limiting the right of the payee to sell part or all of the collateral security as authorized here, such payee, in case of any default, may, at its option, collect or cause to be collected or otherwise converted into money any part of the collateral security, by action, or otherwise, and in such case may surrender, compromise, release, renew, extend or exchange any item of collateral security without prior notice to or consent of the maker. And in case of such collection or conversion into money of any of such collateral security, the payee, after first deducting the costs, attorneys' fees and other expenses of collection, shall apply the residue of such proceeds to the payment of this note or of any other obligation of the maker, whether due or not, in such manner as it shall choose. The payee need not resort to the collateral security before exercising any of its other rights under this agreement.

In the event this note is collected by an attorney, either with or without action, the maker agrees to pay a reasonable attorney's fee and expenses of collection. The maker and indorsers severally waive presentment for payment, protest, notice of protest and notice of nonpayment of this note. It is further agreed that any delay on the part of the payee in exercising any rights under this agreement shall not operate as a waiver of the rights, that acceptance of any payment after its due date shall not be deemed a waiver of the right to require prompt payment when due of all other sums, and that the acceptance of any payment after the payee has declared the entire indebtedness due and payable shall not cure any default of the maker or operate as a waiver of any rights of the payee under this agreement.

It is agreed that any payment of principal and/or interest made by the maker to the payee may be applied on account of such obligation of the maker to the payee as the payee may elect.

This note applies to, inures to the benefit of, and binds the successors and assigns of the parties here. This note shall be construed according to the laws of the state of _________, in which the principal office of the payee is situated.

In witness, the maker, by the authority of its board of directors or governing body, has executed this note by its authorized officers and has affixed its corporate seal here.

_________[Full corporate name of maker]

Attest:

_________[Signature]

_________[Title]