PROMISSORY NOTE

FOR VALUE RECEIVED, FIRST NATIONAL BANCSHARES, INC. (the “Borrower”), promises to pay to the order of NEXITY BANK (the “Lender”) as provided for in the Loan Agreement (as defined below), the lesser of (i) the principal sum of $15,000,000.00 or (ii) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to that certain Loan Agreement, by and between the Borrower and the Lender, dated of even date herewith (as amended, modified or supplemented from time to time, the “Loan Agreement”), together with interest thereon computed from the date hereof as hereinafter provided (computed on the basis of a 360-day year for the actual number of day in each interest period).

The Term of this Note shall be twelve (12) years.  In the event this Note has not been paid, in accordance with the terms hereof, the principal and all accrued but unpaid interest shall be due and payable on December 28, 2019 (“Maturity”).

This Note shall bear interest from the date hereof at a rate equal to the Wall Street Journal Prime Rate minus one hundred and twenty five (125) basis points (Prime-1.25%) per annum, floating.  The Borrower will pay the Lender a $15,000 fee upon execution of this Note.

Any past due installments of principal, interest or principal and interest, as the case may be, shall bear interest at the applicable rate set out herein until paid.  Interest shall be computed on the basis of a 360-day year.  After this Note shall become due, whether by acceleration or otherwise, this Note shall bear interest at a rate equal to the Wall Street Journal stated Prime Rate, plus three percent (3%) per annum, floating.  The applicable rates of interest set forth in this Note shall apply both before and after any judgment on the indebtedness evidenced by this Note.

           From the date of this Note, on the last day of each calendar quarter, beginning with the March 31, 2008 payment, and continuing through December 31, 2009, the Borrower shall make quarterly installments of accrued and unpaid interest.  

Commencing on December 31, 2010 and continuing on the last day of each successive calendar year thereafter, through and including the date of Maturity, the Borrower shall make annual principal payments in an amount equal to the total outstanding principal balance of the Loan as of December 31, 2009 based upon a ten (10) year amortization, plus payments in quarterly installments of accrued and unpaid interest.  All remaining unpaid principal, accrued interest and all other sums and costs incurred by the Lender pursuant to this Agreement with respect to the Loan shall be immediately due and payable on the Maturity Date without notice, presentment or demand of any kind.

Time is of the essence of this Note.  In the event the Borrower fails to make a full payment of any installment of principal or interest due under this N