GREAT SOUTHERN BANCORP INC
EXHIBIT 10.6
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>gsb39472ex106.txt
<DESCRIPTION>EXHIBIT 10.6
<TEXT>
                                                                    Exhibit 10.6


                           MODIFICATION REVOLVING NOTE

Chicago, Illinois                                            Dated: May 16, 2001
$12,000,000                                                Due: November 1, 2002


         This  Modification  Note is dated as of May 16,  2001,  by and  between
GREAT   SOUTHERN   BANCORP,   INC.  (the  "Maker")  and  LASALLE  BANK  NATIONAL
ASSOCIATION,  a national banking association (the "Bank"),  having an address of
135 South LaSalle Street, Chicago, Illinois 60603.

         A. The Bank made a loan to the Maker  evidenced by a certain  Revolving
Note dated  October 8, 1999  signed by the Maker and payable to the order of the
Bank, in the amount of $15,000,000,  as modified by the  Modification  Revolving
Note  date  June 26,  2000 in the  amount  of  $25,000,000)  and a  Modification
Revolving  Note  dated  November  1,  2000 in the  amount  of  $25,000,000  (the
"Original Note") (collectively, the Original Note, as extended from time to time
and as extended by this Modification Note, is referred to herein as the "Note");
and

         B.  Maker  desires  to  decrease  the   availability  of  the  Note  to
$12,000,000,  and the Bank is willing,  subject to certain  conditions,  to such
extension in accordance with the terms of this Modification Note.

         NOW,  THEREFORE,  in consideration of these premises and the conditions
and covenants contained herein, the parties agree as follows:

         The  indebtedness  initially  evidenced by the  Original  Note shall be
re-evidenced  by this  Modification  Note in the amount of $12,000,000 and shall
continue to be secured by all collateral securing the Original Note,  including,
without  limitation,  100% of the common  stock of Great  Southern  Bank and any
stock splits, substitutions, proceeds or dividends thereon.

         This  Modification  Note is not  being  delivered  in  payment  for the
Original  Note and is not  intended to  constitute a novation  therefor.  To the
extent the provisions of this  Modification  Note are  inconsistent  or conflict
with the terms of the Original Note or any other prior note  evidencing the same
indebtedness, the provisions of this Modification Note shall govern and control.
In all other  respects,  the existing  terms,  conditions  and provisions of the
Original  Note,  including,  without  limitation,  any late charges or expenses,
remain in full force and effect and shall be incorporated by reference herein.

         If payment hereunder becomes due and payable on a Saturday,  Sunday, or
legal holiday under the laws of the United States or the State of Illinois,  the
due date hereof  shall be  extended to the next  succeeding  business  day,  and
interest shall be payable  thereon at the rate  specified  during such extension
period.

<PAGE>

         Upon the occurrence of any one or more of the following: (a) default in
the payment of any  installment  when due  hereunder,  or (b) default  under the
Original  Note,  any  prior  note   evidencing  the  same   indebtedness,   this
Modification  Note or any of the Loan Documents,  or (c) default under any other
agreement now existing or hereafter entered into between the Maker and the Bank,
the holder of the Note, in its sole discretion, may declare the entire remaining
balance on the Note, including all accrued and unpaid interest to be immediately
due and  payable.  Failure to exercise  this option shall not waive the right of
the holder to exercise the same in the event of a later default.

         Demand,  presentment,  protest,  notice of non-payment  and protest are
hereby waived by Maker.

         This  Modification  Note has been delivered and shall be deemed to have
been made at  Chicago,  Illinois  and shall be  interpreted  and the  rights and
liabilities of the parties hereto  determined in accordance with the laws of the
State of  Illinois.  Whenever  possible  each  provision  of the  Note  shall be
interpreted  in such manner as to be effective and valid under  applicable  law,
but if any provision of the Note shall be prohibited or invalid under applicable
law, such provision  shall be  ineffective to the extent of such  prohibition or
invalidity,  without  invalidating  the  remainder  of  such  provision  or  the
remaining  provisions of the Note.  Whenever in the Note there is reference made
to Bank or Maker,  such reference shall be deemed to include,  as applicable,  a
reference to their respective successors and assigns. The provisions of the Note
shall be binding upon and inure to the benefit of said  successors  and assigns,
as applicable.  Maker's successors and assigns shall include, without limitation
a receiver,  trustee or  debtor-in-possession of or for Maker. All references to
the  singular  shall be deemed to  include  the  plural  where  the  context  so
requires.

         If more than one party shall  execute  this Note,  the term  "Maker" as
used herein shall mean all parties signing this Modification  Note, and each one
of  them,   and  all  such   parties,   their   respective   heirs,   executors,
administrators,  successors  and  assigns,  shall  be,  jointly  and  severally,
obligated hereunder. As used herein, all provisions shall include the masculine,
feminine,  neuter,  singular and plural thereof,  wherever the context and facts
require  such  construction  and in  particular  the  term  "Maker"  shall be so
construed.


                              ADDITIONAL COVENANTS

         1. Minimum Loan Advances. All loan advances under this Note shall be in
a minimum amount of $500,000.


         2.  Interest  Rate.  The  outstanding  principal  amount  of this  Note
outstanding  from time to time  shall bear  interest  at the  Interest  Rate (as
defined  below).  Interest shall be calculated on the basis of a year consisting
of 360 days and shall be paid for the  actual  number of days  elapsed.  As used
herein, the phrase "Interest Rate" shall mean, as applicable,  the Prime Rate or
the LIBOR Rate.

                                       2
<PAGE>

         3. Prime Rate.  Subject to the right of Maker to convert  the  interest
rate as  provided  in  Section  4 below,  the  principal  balance  of this  Note
outstanding  from time to time shall bear  interest at the Prime Rate per annum.
As used  herein,  the phrase  "Prime Rate" means the rate in effect from time to
time as set by the Bank and called its Prime  Rate.  The  effective  date of any
change  in the Prime  Rate  shall  for  purposes  hereof be the date the rate is
changed  by the Bank.  The Bank  shall not be  obligated  to give  notice of any
change in the Prime Rate.

         4. Interest Rate Conversion Option. (a)  Notwithstanding the foregoing,
the Maker shall  provide the Bank with written or oral notice to elect the LIBOR
Rate (as defined below) plus one and one-quarter of one percent (1.25%).

         (b) LIBOR Rate. (i) For purposes hereof,  the phrase "LIBOR Rate" means
the per annum  rate of  interest  at which  U.S.  dollar  deposits  in an amount
comparable to the amount of the relevant  LIBOR Rate loan and for a period equal
to the relevant "Interest Period" (hereinafter defined) are offered generally to
the Bank  (rounded  upward if  necessary,  to the nearest  1/16 of 1.00%) in the
London Interbank  Eurodollar market at 11:00 a.m. (London time) two banking days
prior to the commencement of each Interest Period, such rate to remain fixed for
such Interest  Period;  and "Interest  Period" shall mean successive one, two or
three month  periods as selected  from time to time by the Maker by notice given
to the Bank not less  than  three  banking  days  prior to the first day of each
respective Interest Period; provided that: (a) each such one, two or three month
period  occurring  after such initial  period shall commence on the day on which
the next preceding  period expires;  (b) the final Interest Period shall be such
that its  expiration  occurs on or before the stated  maturity date of the Note;
and (c) if for any reason the Maker shall fail to select an Interest Period on a
timely  basis,  then it shall be deemed to have  selected  a one month  Interest
Period,  with the exception that if at any time an Interest  Period expires less
than one month  before  the  maturity  date of the Note,  then,  for the  period
commencing on such  expiration  date and ending on the maturity date, such LIBOR
Rate loan shall convert to a loan bearing interest at the Prime Rate.

         (ii) The  Bank's  determination  of LIBOR as  provided  above  shall be
conclusive,  absent manifest error. Furthermore, if the Bank determines, in good
faith (which determination shall be conclusive, absent manifest error), prior to
the  commencement  of any  Interest  Period  that (a) U.S.  dollar  deposits  of
sufficient amount and maturity for funding any LIBOR Rate loan are not available
to the Bank in the London Interbank  Eurodollar market in the ordinary course of
business,  or (b) by reason of  circumstances  affecting  the  London  Interbank
Eurodollar  market,  adequate and fair means do not exist for  ascertaining  the
rate of interest to be  applicable  to the  relevant  LIBOR Rate loan,  the Bank
shall  promptly  notify the Maker and such  LIBOR Rate loan shall  automatically
convert on the last day of its  then-current  Interest  Period to a loan bearing
interest at the Prime Rate minus one and four-tenths of one percent (-1.40%). If
after the date  hereof  either  (a) the  introduction  of, or any  change in any
applicable law, treaty,  rule,  regulation or guideline or in the interpretation
or administration thereof by any governmental  regulation or any central bank or
other fiscal,  monetary or other authority having  jurisdiction over the Bank or
its lending office (a "Regulatory Change"),  shall, in the opinion of counsel to
the Bank, makes it unlawful for the Bank to make or maintain any LIBOR Rate loan
evidenced hereby or (b) for any other reason the LIBOR Rate loan funding becomes
unavailable to the Bank,  then the Bank shall promptly notify the Maker and such
LIBOR Rate loan shall automatically  convert on the last day of its then-current
Interest  Period to a loan  bearing  interest  at the Prime  Rate  minus one and
four-tenths of one percent (-1.40%).

                                       3
<PAGE>

         (iii) If, for any reason, any LIBOR Rate loan is paid prior to the last
banking day of its then-current  Interest Period,  the Maker agrees to indemnify
the Bank  against  any loss  (including  any loss on  redeployment  of the funds
repaid), cost or expense incurred by the Bank as a result of such prepayment. Of
any Regulatory Change (whether or not having the force of law) shall (a) impose,
modify or deem  applicable any assessment,  reserve,  special deposit or similar
requirement  against  assets  held by, or  deposits  in or for the account of or
loans by, or any other  acquisition of funds or disbursements  by, the Bank; (b)
subject the Bank or any LIBOR Rate loan to any tax, duty,  charge,  stamp tax or
fee or change  the basis of  taxation  of payment  to the Bank of  principal  or
interest  due from the Maker to the Bank  hereunder  (other than a change of the
taxation of the  overall net inform of the Bank);  or (c) impose on the Bank any
other  condition  regarding such LIBOR Rate loan or the Bank's funding  thereof,
and the Bank shall determine (which  determination  shall be conclusive,  absent
manifest  error) that the result of the foregoing is to increase the cost to the
Bank of making or  maintaining  such  LIBOR Rate loan or to reduce the amount of
principal or interest  received by the Bank hereunder,  then the Maker shall pay
the Bank, on demand,  such  additional  amounts as the Bank shall,  from time to
time,  determine are  sufficient  to compensate  and indemnify the Bank for such
increased cost or reduced amount.

If Maker shall fail to indicate an  interest  rate option as  aforesaid  for any
loan  advance,  such advance  shall be deemed to bear interest at the Prime Rate
option as set forth above.

         5. Payments. This Note shall be repaid as follows:

         (i)  Interest on the portion of the unpaid  principal  balance  bearing
interest at the Prime Rate shall be payable quarterly in arrears,  commencing on
June 1, 2001 and continuing quarterly thereafter.

         (ii)  Interest  on each  LIBOR  Rate loan  shall be payable on the last
banking day of each Interest Period with respect thereto.

         (iii) A final  payment  equal to the  total  principal  then  remaining
unpaid, plus accrued interest,  shall be paid on November 1, 2001. Any amount of
principal  or  interest  which is not  paid  when  due,  whether  at the  stated
maturity, by acceleration or otherwise, shall bear interest payable on demand at
an interest  rate per annum equal at all times to the then  applicable  Interest
Rate plus two percent (2%).

         6. Principal Prepayments. Prepayments of Prime Rate loans are permitted
at any  time,  together  with  all  interest  accrued  thereon  to the  date  of
prepayment, without premium or penalty.

                                       4
<PAGE>

         7.  Commitment Fee. Maker shall pay to the Bank a commitment fee in the
amount of  one-quarter  of one percent (1/4%) per annum of the unused portion of
the  loan  commitment  evidenced  by this  Note,  which  fee  shall  be  payable
quarterly, in arrears, beginning on June 1, 2001.

         8. Indebtedness Prohibited. Maker shall not, directly or indirectly, be
liable for,  create,  assume,  incur or permit to exist any senior  indebtedness
whether as primary obligor, guarantor, surety or otherwise,  including,  without
limitation,  purchase money indebtedness except (a) indebtedness in favor of the
Bank, and (b)  indebtedness  for liens for taxes or other  governmental  charges
incurred in the ordinary course of business.

         9.  Reports.  Maker  shall  maintain  a standard  and modern  system of
accounting, on the accrual basis of accounting and in all respects in accordance
with generally accepted accounting principles ("GAAP"), and shall furnish to the
Bank or its authorized  representatives such information respecting the business
affairs,  operations  and financial  condition of the Maker as may be reasonably
requested. Maker shall also deliver to the Bank the following:

         (A)  Within  forty-five  (45)  days  after  the end of each  accounting
quarter,  a  Call  Report  on  Maker  or  any  subsidiary  as  furnished  to the
appropriate  regulatory  authority,  all in reasonable detail and certified by a
principal  financial  officer of Maker that the  statements  fairly  present the
financial  condition of Maker or any subsidiary as of the balance sheet date and
the results of their operations for the period shown; and

         (B) Within one  hundred  twenty  (120) days after the end of the end of
the fiscal  year of Maker,  a copy of the annual  audit  report of Maker and any
subsidiary, prepared in conformity with generally accepted accounting principles
applied on a basis consistent with that of the preceding fiscal year,  prepared,
signed by and bearing an  unqualified  opinion of independent  certified  public
accountants satisfactory to Bank; and

         (C) Promptly upon receipt thereof, copies of any other report submitted
to Maker or its subsidiaries by certified public  accountants in connection with
any annual or interim audit of the books made by such  accountants  as from time
to time may be reasonably requested by Bank; and

         (D) Promptly upon Bank's  request,  copies of all financial  statements
and reports sent by Undersigned or its  subsidiaries to their  stockholders  and
any and all regular  and  periodic  reports  that may be required to be filed by
Maker or any subsidiary with the Securities and Exchange Commission,  the Office
of the Comptroller of the Currency,  the Federal Deposit  Insurance  Corp.,  the
Board of  Governors  of the Federal  Reserve  System and any other  governmental
agency having enforceable jurisdiction over the business and affairs of Maker or
any subsidiary; and

         (E) With reasonable promptness, such other data and information as from
time to time may be reasonably requested by Bank.

                                       5
<PAGE>

         IN WITNESS WHEREOF,  the Maker has executed this  Modification  Note on
the day and year first above written.

                                           GREAT SOUTHERN BANCORP, INC.


                                           By:      /s/ Rex A. Copeland
                                                    ----------------------------
                                           Its:     Treasurer
                                                    ----------------------------


                              INFORMATIONAL NOTICE

The Prime Rate on the date of this Note is ____%  which Prime Rate is subject to
change from time to time as provided in this Note.

                                       6

<PAGE>

                           MODIFICATION REVOLVING NOTE

Chicago, Illinois                                        Dated: November 1, 2001
$12,000,000                                                Due: November 1, 2002


         This  Modification Note is dated as of November 1, 2001, by and between
GREAT   SOUTHERN   BANCORP,   INC.  (the  "Maker")  and  LASALLE  BANK  NATIONAL
ASSOCIATION,  a national banking association (the "Bank"),  having an address of
135 South LaSalle Street, Chicago, Illinois 60603.

         A. The Bank made a loan to the Maker  evidenced by a certain  Revolving
Note dated  October 8, 1999  signed by the Maker and payable to the order of the
Bank, in the amount of $15,000,000,  as modified by the  Modification  Revolving
Note  date  June 26,  2000 in the  amount  of  $25,000,000)  and a  Modification
Revolving  Note  dated  November  1,  2000 in the  amount  of  $25,000,000  (the
"Original Note") (collectively, the Original Note, as extended from time to time
and as extended by this Modification Note, is referred to herein as the "Note");
and

         B.  Maker  desires  to extend  the  maturity  date of the loan and make
certain  other  modifications,  and the  Bank is  willing,  subject  to  certain
conditions,  to such extension and other  modifications  in accordance  with the
terms of this Modification Note.

         NOW,  THEREFORE,  in consideration of these premises and the conditions
and covenants contained herein, the parties agree as follows:

         The  indebtedness  initially  evidenced by the  Original  Note shall be
re-evidenced by this  Modification  Note and shall continue to be secured by all
collateral securing the Original Note,  including,  without limitation,  100% of
the common stock of Great  Southern  Bank and any stock  splits,  substitutions,
proceeds or dividends thereon.

         This  Modification  Note is not  being  delivered  in  payment  for the
Original  Note and is not  intended to  constitute a novation  therefor.  To the
extent the provisions of this  Modification  Note are  inconsistent  or conflict
with the terms of the Original Note or any other prior note  evidencing the same
indebtedness, the provisions of this Modification Note shall govern and control.
In all other  respects,  the existing  terms,  conditions  and provisions of the
Original  Note,  including,  without  limitation,  any late charges or expenses,
remain in full force and effect and shall be incorporated by reference herein.

         If payment hereunder becomes due and payable on a Saturday,  Sunday, or
legal holiday under the laws of the United States or the State of Illinois,  the
due date hereof  shall be  extended to the next  succeeding  business  day,  and
interest shall be payable  thereon at the rate  specified  during such extension
period.

<PAGE>

         Upon the occurrence of any one or more of the following: (a) default in
the payment of any  installment  when due  hereunder,  or (b) default  under the
Original  Note,  any  prior  note   evidencing  the  same   indebtedness,   this
Modification  Note or any of the Loan Documents,  or (c) default under any other
agreement now existing or hereafter entered into between the Maker and the Bank,
the holder of the Note, in its sole discretion, may declare the entire remaining
balance on the Note, including all accrued and unpaid interest to be immediately
due and  payable.  Failure to exercise  this option shall not waive the right of
the holder to exercise the same in the event of a later default.

         Demand,  presentment,  protest,  notice of non-payment  and protest are
hereby waived by Maker.

         This  Modification  Note has been delivered and shall be deemed to have
been made at  Chicago,  Illinois  and shall be  interpreted  and the  rights and
liabilities of the parties hereto  determined in accordance with the laws of the
State of  Illinois.  Whenever  possible  each  provision  of the  Note  shall be
interpreted  in such manner as to be effective and valid under  applicable  law,
but if any provision of the Note shall be prohibited or invalid under applicable
law, such provision  shall be  ineffective to the extent of such  prohibition or
invalidity,  without  invalidating  the  remainder  of  such  provision  or  the
remaining  provisions of the Note.  Whenever in the Note there is reference made
to Bank or Maker,  such reference shall be deemed to include,  as applicable,  a
reference to their respective successors and assigns. The provisions of the Note
shall be binding upon and inure to the benefit of said  successors  and assigns,
as applicable.  Maker's successors and assigns shall include, without limitation
a receiver,  trustee or  debtor-in-possession of or for Maker. All references to
the  singular  shall be deemed to  include  the  plural  where  the  context  so
requires.

         If more than one party shall  execute  this Note,  the term  "Maker" as
used herein shall mean all parties signing this Modification  Note, and each one
of  them,   and  all  such   parties,   their   respective   heirs,   executors,
administrators,  successors  and  assigns,  shall  be,  jointly  and  severally,
obligated hereunder. As used herein, all provisions shall include the masculine,
feminine,  neuter,  singular and plural thereof,  wherever the context and facts
require  such  construction  and in  particular  the  term  "Maker"  shall be so
construed.


                              ADDITIONAL COVENANTS

         1. Minimum Loan Advances. All loan advances under this Note shall be in
a minimum amount of $250,000.

         2.  Interest  Rate.  The  outstanding  principal  amount  of this  Note
outstanding  from time to time  shall bear  interest  at the  Interest  Rate (as
defined  below).  Interest shall be calculated on the basis of a year consisting
of 360 days and shall be paid for the  actual  number of days  elapsed.  As used
herein, the phrase "Interest Rate" shall mean, as applicable,  the Prime Rate or
the LIBOR Rate.

                                       2
<PAGE>

         3. Prime Rate.  Subject to the right of Maker to convert  the  interest
rate as  provided  in  Section  4 below,  the  principal  balance  of this  Note
outstanding  from time to time shall bear  interest at the Prime Rate per annum.
As used  herein,  the phrase  "Prime Rate" means the rate in effect from time to
time as set by the Bank and called its Prime  Rate.  The  effective  date of any
change  in the Prime  Rate  shall  for  purposes  hereof be the date the rate is
changed  by the Bank.  The Bank  shall not be  obligated  to give  notice of any
change in the Prime Rate.

         4. Interest Rate Conversion Option. (a)  Notwithstanding the foregoing,
the Maker shall  provide the Bank with written or oral notice to elect the LIBOR
Rate (as defined below) plus one and one-quarter of one percent (1 1/4%).

         (b) LIBOR Rate. (i) For purposes hereof,  the phrase "LIBOR Rate" means
the per annum  rate of  interest  at which  U.S.  dollar  deposits  in an amount
comparable to the amount of the relevant  LIBOR Rate loan and for a period equal
to the relevant "Interest Period" (hereinafter defined) are offered generally to
the Bank  (rounded  upward if  necessary,  to the nearest  1/16 of 1.00%) in the
London Interbank  Eurodollar market at 11:00 a.m. (London time) two banking days
prior to the commencement of each Interest Period, such rate to remain fixed for
such Interest  Period;  and "Interest  Period" shall mean successive one, two or
three month  periods as selected  from time to time by the Maker by notice given
to the Bank not less  than  three  banking  days  prior to the first day of each
respective Interest Period; provided that: (a) each such one, two or three month
period  occurring  after such initial  period shall commence on the day on which
the next preceding  period expires;  (b) the final Interest Period shall be such
that its  expiration  occurs on or before the stated  maturity date of the Note;
and (c) if for any reason the Maker shall fail to select an Interest Period on a
timely  basis,  then it shall be deemed to have  selected  a one month  Interest
Period,  with the exception that if at any time an Interest  Period expires less
than one month  before  the  maturity  date of the Note,  then,  for the  period
commencing on such  expiration  date and ending on the maturity date, such LIBOR
Rate loan shall convert to a loan bearing interest at the Prime Rate.

         (ii) The  Bank's  determination  of LIBOR as  provided  above  shall be
conclusive,  absent manifest error. Furthermore, if the Bank determines, in good
faith (which determination shall be conclusive, absent manifest error), prior to
the  commencement  of any  Interest  Period  that (a) U.S.  dollar  deposits  of
sufficient amount and maturity for funding any LIBOR Rate loan are not available
to the Bank in the London Interbank  Eurodollar market in the ordinary course of
business,  or (b) by reason of  circumstances  affecting  the  London  Interbank
Eurodollar  market,  adequate and fair means do not exist for  ascertaining  the
rate of interest to be  applicable  to the  relevant  LIBOR Rate loan,  the Bank
shall  promptly  notify the Maker and such  LIBOR Rate loan shall  automatically
convert on the last day of its  then-current  Interest  Period to a loan bearing
interest at the Prime Rate minus one and four-tenths of one percent (-1.40%). If
after the date  hereof  either  (a) the  introduction  of, or any  change in any
applicable law, treaty,  rule,  regulation or guideline or in the interpretation
or administration thereof by any governmental  regulation or any central bank or
other fiscal,  monetary or other authority having  jurisdiction over the Bank or
its lending office (a "Regulatory Change"),  shall, in the opinion of counsel to
the Bank, makes it unlawful for the Bank to make or maintain any LIBOR Rate loan
evidenced hereby or (b) for any other reason the LIBOR Rate loan funding becomes
unavailable to the Bank,  then the Bank shall promptly notify the Maker and such
LIBOR Rate loan shall automatically  convert on the last day of its then-current
Interest  Period to a loan  bearing  interest  at the Prime  Rate  minus one and
four-tenths of one percent (-1.40%).

                                       3
<PAGE>

         (iii) If, for any reason, any LIBOR Rate loan is paid prior to the last
banking day of its then-current  Interest Period,  the Maker agrees to indemnify
the Bank  against  any loss  (including  any loss on  redeployment  of the funds
repaid), cost or expense incurred by the Bank as a result of such prepayment. Of
any Regulatory Change (whether or not having the force of law) shall (a) impose,
modify or deem  applicable any assessment,  reserve,  special deposit or similar
requirement  against  assets  held by, or  deposits  in or for the account of or
loans by, or any other  acquisition of funds or disbursements  by, the Bank; (b)
subject the Bank or any LIBOR Rate loan to any tax, duty,  charge,  stamp tax or
fee or change  the basis of  taxation  of payment  to the Bank of  principal  or
interest  due from the Maker to the Bank  hereunder  (other than a change of the
taxation of the  overall net inform of the Bank);  or (c) impose on the Bank any
other  condition  regarding such LIBOR Rate loan or the Bank's funding  thereof,
and the Bank shall determine (which  determination  shall be conclusive,  absent
manifest  error) that the result of the foregoing is to increase the cost to the
Bank of making or  maintaining  such  LIBOR Rate loan or to reduce the amount of
principal or interest  received by the Bank hereunder,  then the Maker shall pay
the Bank, on demand,  such  additional  amounts as the Bank shall,  from time to
time,  determine are  sufficient  to compensate  and indemnify the Bank for such
increased cost or reduced amount.

If Maker shall fail to indicate an  interest  rate option as  aforesaid  for any
loan  advance,  such advance  shall be deemed to bear interest at the Prime Rate
option as set forth above.

         5. Payments. This Note shall be repaid as follows:

         (i)  Interest on the portion of the unpaid  principal  balance  bearing
interest at the Prime Rate shall be payable quarterly in arrears,  commencing on
February 1, 2002 and continuing quarterly thereafter.

         (ii)  Interest  on each  LIBOR  Rate loan  shall be payable on the last
banking day of each Interest Period with respect thereto.

         (iii) A final  payment  equal to the  total  principal  then  remaining
unpaid, plus accrued interest,  shall be paid on November 1, 2002. Any amount of
principal  or  interest  which is not  paid  when  due,  whether  at the  stated
maturity, by acceleration or otherwise, shall bear interest payable on demand at
an interest  rate per annum equal at all times to the then  applicable  Interest
Rate plus two percent (2%).

         6. Principal Prepayments. Prepayments of Prime Rate loans are permitted
at any  time,  together  with  all  interest  accrued  thereon  to the  date  of
prepayment, without premium or penalty.

                                       4
<PAGE>

         7.  Commitment Fee. Maker shall pay to the Bank a commitment fee in the
amount of  one-quarter  of one percent (1/4%) per annum of the unused portion of
the  loan  commitment  evidenced  by this  Note,  which  fee  shall  be  payable
quarterly, in arrears, beginning on December 1, 2001.

         8. Indebtedness Prohibited. Maker shall not, directly or indirectly, be
liable for,  create,  assume,  incur or permit to exist any senior  indebtedness
whether as primary obligor, guarantor, surety or otherwise,  including,  without
limitation,  purchase money indebtedness except (a) indebtedness in favor of the
Bank,  (b)  indebtedness  for  liens  for  taxes or other  governmental  charges
incurred  in the  ordinary  course  of  business;  and (c) debt  created  by the
issuance of additional shares of Trust Preferred Stock.

         9.  Reports.  Maker  shall  maintain  a standard  and modern  system of
accounting, on the accrual basis of accounting and in all respects in accordance
with generally accepted accounting principles ("GAAP"), and shall furnish to the
Bank or its authorized  representatives such information respecting the business
affairs,  operations  and financial  condition of the Maker as may be reasonably
requested. Maker shall also deliver to the Bank the following:

         (A)  Within  forty-five  (45)  days  after  the end of each  accounting
quarter,  a  Call  Report  on  Maker  or  any  subsidiary  as  furnished  to the
appropriate  regulatory  authority,  all in reasonable detail and certified by a
principal  financial  officer of Maker that the  statements  fairly  present the
financial  condition of Maker or any subsidiary as of the balance sheet date and
the results of their operations for the period shown; and

         (B) Within one  hundred  twenty  (120) days after the end of the end of
the fiscal  year of Maker,  a copy of the annual  audit  report of Maker and any
subsidiary, prepared in conformity with generally accepted accounting principles
applied on a basis consistent with that of the preceding fiscal year,  prepared,
signed by and bearing an  unqualified  opinion of independent  certified  public
accountants satisfactory to Bank; and

         (C) Promptly upon receipt thereof, copies of any other report submitted
to Maker or its subsidiaries by certified public  accountants in connection with
any annual or interim audit of the books made by such  accountants  as from time
to time may be reasonably requested by Bank; and

         (D) Promptly upon Bank's  request,  copies of all financial  statements
and reports sent by Undersigned or its  subsidiaries to their  stockholders  and
any and all regular  and  periodic  reports  that may be required to be filed by
Maker or any subsidiary with the Securities and Exchange Commission,  the Office
of the Comptroller of the Currency,  the Federal Deposit  Insurance  Corp.,  the
Board of  Governors  of the Federal  Reserve  System and any other  governmental
agency having enforceable jurisdiction over the business and affairs of Maker or
any subsidiary; and

         (E)  maintain  such  capital as is  necessary to cause the Maker or its
subsidiaries to be classified as a "Well Capitalized"  institution in accordance
with the regulations of the FDIC, currently measured on the basis of information
filed by Borrower in its quarterly  Consolidated  Report of Income and Condition
(the "Call Report") as follows:

                                       5
<PAGE>

          (i)  Total Capital to Risk-Weighted Assets of not less than 10%;

          (ii) Tier 1 Capital to Risk-Weighted Assets of not less than 6%; and

          (iii)Tier 1 Capital to average  Total  Assets of not less than 5%. For
               the  purposes of this  subsection  (E)(iii),  the  average  Total
               Assets shall be determined on the basis of information  contained
               in the preceding four (4) Call Reports;

         (F) cause the ratio of  non-performing  loans to the primary capital of
the Subsidiary to be not more than  twenty-five  percent (25%) at all times. For
purposes of this  section,  "primary  capital"  shall mean the sum of the common
stock, surplus and retained earning accounts plus the reserve for loan and lease
losses, and  "non-performing  loans" shall mean the sum of all non-accrual loans
and loans on which any payment is ninety (90) or more days past due;

         (G) With reasonable promptness, such other data and information as from
time to time may be reasonably requested by Bank.

         IN WITNESS WHEREOF,  the Maker has executed this  Modification  Note on
the day and year first above written.

                                       GREAT SOUTHERN BANCORP, INC.


                                       By:      /s/ Rex A. Copeland
                                                ----------------------------
                                       Its:     Treasurer
                                                ----------------------------






                              INFORMATIONAL NOTICE

The Prime Rate on the date of this Note is ____%  which Prime Rate is subject to
change from time to time as provided in this Note.


                                       6

</TEXT>
</DOCUMENT>
