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<SEC-DOCUMENT>0000950124-01-001489.txt : 20010323
<SEC-HEADER>0000950124-01-001489.hdr.sgml : 20010323
ACCESSION NUMBER:		0000950124-01-001489
CONFORMED SUBMISSION TYPE:	10-K405
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20001231
FILED AS OF DATE:		20010322

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			EXCHANGE NATIONAL BANCSHARES INC
		CENTRAL INDEX KEY:			0000893847
		STANDARD INDUSTRIAL CLASSIFICATION:	NATIONAL COMMERCIAL BANKS [6021]
		IRS NUMBER:				431626350
		STATE OF INCORPORATION:			MO
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-K405
		SEC ACT:		
		SEC FILE NUMBER:	000-23636
		FILM NUMBER:		1576618

	BUSINESS ADDRESS:	
		STREET 1:		P O BOX 688
		CITY:			JEFFERSON CITY
		STATE:			MO
		ZIP:			65101
		BUSINESS PHONE:		3147616100
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K405
<SEQUENCE>1
<FILENAME>c61054e10-k405.txt
<DESCRIPTION>FORM 10-K PURSUANT TO ITEM 405
<TEXT>

<PAGE>   1
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      For the Fiscal Year Ended December 31, 2000
                                       OR
[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      For the transition period from __________________ to _________________.

                         Commission file number: 0-23636

                       EXCHANGE NATIONAL BANCSHARES, INC.
             (Exact name of registrant as specified in its charter)

          MISSOURI                                      43-1626350
  (State or other jurisdiction of           (I.R.S. Employer Identification No.)
  incorporation or organization)

              132 EAST HIGH STREET, JEFFERSON CITY, MISSOURI 65101
              (Address of principal executive offices)  (Zip Code)

                                 (573) 761-6100
                         (Registrant's telephone number)

         SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT:

          Title of Each Class         Name of Each Exchange on Which Registered
          -------------------         -----------------------------------------
               None                                    N/A

         SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT:
                     Common Stock, par value $1.00 per share
                                (Title of Class)

        INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES [X] NO[ ]

        INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO
ITEM 405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED,
TO THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION
STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY
AMENDMENT TO THIS FORM 10-K. [X]

        THE AGGREGATE MARKET VALUE OF THE 2,123,677 SHARES OF VOTING STOCK OF
THE ISSUER HELD BY NON-AFFILIATES COMPUTED BY REFERENCE TO THE $23.00 CLOSING
PRICES OF SUCH STOCK ON MARCH 15, 2001, IS $48,844,571. AS OF MARCH 15, 2001,
THE REGISTRANT HAD 2,863,493 SHARES OF COMMON STOCK, PAR VALUE $1.00 PER SHARE,
OUTSTANDING.

                       DOCUMENTS INCORPORATED BY REFERENCE
        Portions of the following documents are incorporated by reference into
the indicated parts of this report: (1) 2000 Annual Report to Shareholders -
Part II and (2) definitive Proxy Statement for the 2001 Annual Meeting of
Shareholders to be filed with the Commission pursuant to Regulation 14A - Part
III.



<PAGE>   2
                                     PART I

ITEM 1. BUSINESS.

GENERAL

        Exchange National Bancshares, Inc. is a bank holding company registered
under the Bank Holding Company Act of 1956, as amended. Exchange was
incorporated under the laws of the State of Missouri on October 23, 1992, and on
April 7, 1993 it acquired all of the issued and outstanding capital stock of The
Exchange National Bank of Jefferson City, a national banking association,
pursuant to a corporate reorganization involving an exchange of shares. On
November 3, 1997, our Company acquired Union State Bancshares, Inc., and Union's
wholly-owned subsidiary, Union State Bank and Trust of Clinton. Following the
May 4, 2000 acquisition of Calhoun Bancshares, Inc. by Union State Bank.,
Calhoun Bancshares' wholly-owned subsidiary, Citizens State Bank of Calhoun,
merged into Union State Bank. The surviving bank in this merger is called
Citizens Union State Bank & Trust. On January 3, 2000, our Company acquired Mid
Central Bancorp, Inc., and Mid Central's wholly-owned subsidiary, Osage Valley
Bank. On June 16, 2000, our Company acquired CNS Bancorp, Inc. and its
subsidiary, City National Savings Bank, FSB. City National subsequently was
merged into Exchange National Bank.

        Our Company's principal executive offices are located at 132 East High
Street, Jefferson City, Missouri 65101, and its telephone number is (573)
761-6100. Except as otherwise provided herein, references herein to "Exchange"
or our "Company" include Exchange and its consolidated subsidiaries, and
references herein to the "Banks" refer to Exchange National Bank, Citizens Union
State Bank and Osage Valley Bank.

DESCRIPTION OF BUSINESS

        EXCHANGE. Exchange is a bank holding company registered under the Bank
Holding Company Act. Our Company's activities currently are limited to
ownership, directly or indirectly through subsidiaries, of the outstanding
capital stock of Exchange National Bank, Citizens Union State Bank and Osage
Valley Bank. In addition to ownership of its subsidiaries, Exchange could seek
expansion through acquisition and may engage in those activities (such as
investments in banks or operations closely related to banking) in which it is
permitted to engage under applicable law. It is not currently anticipated that
Exchange will engage in any business other than that directly related to its
ownership of its banking subsidiaries or other financial institutions.

        UNION. Union is a bank holding company registered under the Bank Holding
Company Act. Union's activities currently are limited to ownership of the
outstanding capital stock of Citizens Union State Bank. It is not currently
anticipated that Union will engage in any business other than that directly
related to its ownership of Citizens Union State Bank.

        MID CENTRAL BANCORP. Mid Central Bancorp is a bank holding company
registered under the Bank Holding Company Act. Mid Central Bancorp's activities
currently are limited to ownership of the outstanding capital stock of Osage
Valley Bank. It is not currently anticipated that Mid Central Bancorp will
engage in any business other than that directly related to its ownership of
Osage Valley Bank.

        EXCHANGE NATIONAL BANK. Exchange National Bank, located in Jefferson
City, Missouri, was founded in 1865. Exchange National Bank is the oldest bank
in Cole County, and became a national bank in 1927. Exchange National Bank has
seven banking offices, including its principal office at 132 East High Street in
Jefferson City's central business district, three Jefferson City branch
facilities and a branch facility in each of the Missouri communities of Tipton,
California and St. Robert. See "Item 2. Properties".

                                       2
<PAGE>   3

        Exchange National Bank is a full service bank conducting a general
banking and trust business, offering its customers checking and savings
accounts, electronic cash management services, internet banking, debit cards,
certificates of deposit, trust services, brokerage services, safety deposit
boxes and a wide range of lending services, including credit card accounts,
commercial and industrial loans, single payment personal loans, installment
loans and commercial and residential real estate loans.

        Exchange National Bank's deposit accounts are insured by the Federal
Deposit Insurance Corporation (the "FDIC") to the extent provided by law, and it
is a member of the Federal Reserve System. Exchange National Bank's operations
are supervised and regulated by the Office of the Comptroller of the Currency
(the "OCC"), the Board of Governors of the Federal Reserve System (the "Federal
Reserve Board") and the FDIC. A periodic examination of Exchange National Bank
is conducted by representatives of the OCC. Such regulations, supervision and
examinations are principally for the benefit of depositors, rather than for the
benefit of the holders of Exchange National Bank's common stock. See "Regulation
Applicable to Bank Holding Companies " and "Regulation Applicable to the Banks".

        CITIZENS UNION STATE BANK. Citizens Union State Bank was founded in 1932
as a Missouri bank known as Union State Bank of Clinton. Citizens Union State
Bank converted from a Missouri bank to a Missouri trust company on August 16,
1989, changing its name to Union State Bank and Trust of Clinton. Citizens Union
State Bank has eight banking offices, including its principal office at 102
North Second Street in Clinton, Missouri, four Clinton branch facilities, and a
branch facility in each of the Missouri communities of Collins, Osceola and
Calhoun. See "Item 2. Properties".

        Citizens Union State Bank is a full service bank conducting a general
banking and trust business, offering its customers checking and savings
accounts, internet banking, debit cards, certificates of deposit, trust
services, brokerage services, safety deposit boxes and a wide range of lending
services, including credit card accounts, commercial and industrial loans,
single payment personal loans, installment loans and commercial and residential
real estate loans.

        Citizens Union State Bank's deposit accounts are insured by the FDIC to
the extent provided by law. Citizens Union State Bank's operations are
supervised and regulated by the FDIC and the Missouri Division of Finance.
Periodic examinations of Citizens Union State Bank are conducted by
representatives of the FDIC and the Missouri Division of Finance. Such
regulations, supervision and examinations are principally for the benefit of
depositors, rather than for the benefit of the holders of Citizens Union State
Bank's common stock. See "Regulation Applicable to Bank Holding Companies " and
"Regulation Applicable to the Banks".

        OSAGE VALLEY BANK. Osage Valley Bank was founded in 1891 as a Missouri
state bank. Osage Valley Bank has two banking offices, including its principal
office at 200 Main Street in Warsaw, Missouri and a branch facility in Warsaw,
Missouri. See "Item 2. Properties".

        Osage Valley Bank is a full service bank conducting a general banking
business, offering its customers checking and savings accounts, debit cards,
certificates of deposit, safety deposit boxes and a wide range of lending
services, including credit card accounts, commercial and industrial loans,
single payment personal loans, installment loans and commercial and residential
real estate loans.

        Osage Valley Bank's deposit accounts are insured by the FDIC to the
extent provided by law. Osage Valley Bank's operations are supervised and
regulated by the FDIC and the Missouri Division of Finance. Periodic
examinations of Osage Valley Bank are conducted by representatives of the FDIC
and the Missouri Division of Finance. Such regulations, supervision and
examinations are principally for the benefit of depositors, rather than for the
benefit of the holders of Osage Valley Bank's common stock. See "Regulation
Applicable to Bank Holding Companies " and "Regulation Applicable to the Banks".


                                       3
<PAGE>   4

EMPLOYEES

        As of December 31, 2000, Exchange and its subsidiaries had approximately
202 full-time and 33 part-time employees. None of its employees is presently
represented by any union or collective bargaining group, and our Company
considers its employee relations to be satisfactory.

COMPETITION

        Bank holding companies and their subsidiaries and affiliates encounter
intense competition from nonbanking as well as banking sources in all of their
activities. The Banks' competitors include other commercial banks, savings and
loan associations, savings banks, credit unions and money market mutual funds.
Savings and loan associations and credit unions now have the authority to offer
checking accounts and to make corporate and agricultural loans and were granted
expanded investment authority by recent federal regulations. As a result, these
thrift institutions are expected to continue to offer increased competition to
commercial banks in the future. In addition, large national and multinational
corporations have in recent years become increasingly visible in offering a
broad range of financial services to all types of commercial and consumer
customers. In the Banks' respective service areas, new competitors, as well as
the expanding operations of existing competitors, have had, and are expected to
continue to have, an adverse impact on the Banks' market share of deposits and
loans in such service areas.

        Exchange National Bank experiences substantial competition for deposits
and loans within both its primary service area of Jefferson City and its
secondary service area of the nearby communities in Cole County. Exchange
National Bank's principal competition for deposits and loans comes from four
other banks within its primary service area of Jefferson City and, to an
increasing extent, nine other banks in nearby communities. Based on publicly
available information, management believes that Exchange National Bank is the
second largest (in terms of assets) of the banks within Cole County. The main
competition for Exchange National Bank's trust services is from other commercial
banks.

        The areas in which Citizens Union State Bank competes for deposits and
loans are its primary service areas of Clinton, Collins, Calhoun and Osceola,
Missouri and its secondary service area of the nearby communities in Henry and
St. Clair counties. Citizens Union State Bank's principal competition for
deposits and loans comes from eight other banks within its primary service area
and, to an increasing extent, four other banks in nearby communities. Based on
publicly available information, management believes that Citizens Union State
Bank is the largest (in terms of assets) of the banks within Henry and St. Clair
counties. The main competition for Citizens Union State Bank's trust services is
from the trust departments of other commercial banks in the Kansas City area.

        Osage Valley Bank competes for deposits and loans in its primary service
area of Warsaw, Missouri and its secondary service area of the nearby
communities in Benton County. Osage Valley Bank's principal competition for
deposits and loans comes from banks within its primary service area of Warsaw
and in nearby communities. Based on publicly available information, management
believes that Osage Valley Bank is the second largest (in terms of assets) of
the banks within Benton County; however, Osage Valley Bank and two of the three
other banks in Benton County are comparable in size.

REGULATION APPLICABLE TO BANK HOLDING COMPANIES

        GENERAL. Each of Exchange, Union and Mid Central Bancorp is a registered
bank holding company within the meaning of the Bank Holding Company Act, subject
to the supervision of the Federal Reserve Board. Each of Exchange, Union and Mid
Central Bancorp is required to file with the Federal Reserve Board an annual
report and such other additional information as the Federal Reserve Board may
require pursuant to the Bank Holding Company Act. Also, the Federal Reserve
Board periodically examines Exchange, Union and Mid Central Bancorp. The Federal
Reserve Board has authority to issue cease and desist orders against


                                       4
<PAGE>   5

bank holding companies if it determines that their actions represent unsafe and
unsound practices or violations of law. In addition, the Federal Reserve Board
is empowered to impose substantial civil money penalties for violations of
certain banking statutes and regulations. Regulation by the Federal Reserve
Board is intended to protect depositors of the Banks, not shareholders of
Exchange.

        SOURCE OF STRENGTH. Federal Reserve Board policy requires a bank holding
company to serve as a source of financial and managerial strength to its
subsidiary banks. Under this policy, a bank holding company is expected to stand
ready to use its available resources to provide adequate capital funds to its
subsidiary banks during periods of financial stress or adversity, and to
maintain resources and the capacity to raise capital which it can commit to its
subsidiary banks. It is the Federal Reserve Board's position that the failure of
a bank holding company to serve as a source of strength to a distressed
subsidiary bank is an unsafe and unsound banking practice. This has become known
as the "source of strength doctrine." It is not clear whether the source of
strength doctrine is legally enforceable by the Federal Reserve Board.

        LIMITATION ON ACQUISITIONS. The Bank Holding Company Act requires every
bank holding company to obtain the prior approval of the Federal Reserve Board
before (i) taking any action that causes a bank to become a controlled
subsidiary of the bank holding company, (ii) acquiring direct or indirect
ownership or control of voting shares of any bank or bank holding company, if
the acquisition results in the acquiring bank holding company having control of
more than 5% of the outstanding shares of any class of voting securities of such
bank or holding company and such bank or bank holding company is not
majority-owned by the acquiring bank holding company prior to the acquisition,
(iii) the acquisition by a bank holding company or any nonbank subsidiary
thereof of all or substantially all of the assets of a bank, or (iv) a merger or
consolidation with another bank holding company.

        In determining whether to approve a proposed acquisition, merger or
consolidation, the Federal Reserve Board is required to take into account the
competitive effects of the proposed acquisition, the convenience and needs of
the community to be served, and the financial and managerial resources and
future prospects of the bank holding companies and banks concerned. If a
proposed acquisition, merger or consolidation might have the effect in any
section of the United States to substantially lessen competition or to tend to
create a monopoly, or if such proposed acquisition, merger, or consolidation
otherwise would be in restraint of trade, then the Federal Reserve Board may not
approve it unless it finds that the anticompetitive effects are clearly
outweighed in the public interest by the probable effect of the proposed
transaction in meeting the convenience and needs of the community to be served.
Exchange, Union and Mid Central Bancorp may from time to time acquire an
interest in the voting stock or assets of other banks or financial institutions.

        LIMITATION ON CERTAIN ACTIVITIES. The Bank Holding Company Act also
prohibits a bank holding company, with certain exceptions, from engaging in, and
from acquiring direct or indirect ownership or control of the voting shares or
assets of any company engaged in, any activity other than banking or managing or
controlling banks, and any activity which the Federal Reserve Board has
determined before November 12, 1999 to be so closely related to banking, or
managing or controlling banks, as to be a proper incident thereto.

        As of November 11, 1999, the Federal Reserve Board, by regulation, has
determined that, subject to expressed limitations, certain activities are
permissible for bank holding companies and their subsidiaries and may be engaged
in upon notice to the Federal Reserve Board without prior approval. These
permissible activities include furnishing or providing services for the internal
operations of the bank holding company and its subsidiaries, operating a safe
deposit business, making and servicing loans, operating an industrial bank,
performing certain trust company functions, acting as an investment or financial
advisor in certain capacities, leasing certain real or personal property, making
certain investments to promote community development, providing certain data
processing services, performing certain insurance agency and underwriting
functions, owning, controlling and operating a savings association, providing
specified courier services, providing management consulting advice to
nonaffiliated banks and nonbank depository institutions, selling certain


                                       5
<PAGE>   6

money orders, United States savings bonds and traveler's checks, performing
appraisals of real and personal property, arranging certain commercial real
estate equity financing, providing securities brokerage services, underwriting
and dealing in certain government obligations and money market instruments,
providing foreign exchange advisory and transactional services, acting as a
futures commission merchant, providing investment advice on financial futures
and options on futures, providing consumer financial counseling, providing tax
planning and preparation services, providing certain check guaranty services,
operating a collection agency and operating a credit bureau.

        The Federal Reserve Board also has determined that certain other
activities, including real estate brokerage and syndication, land development,
property management, management consulting, underwriting of life insurance not
sold in connection with a credit transaction, and insurance premium funding, are
improper activities for bank holding companies and their subsidiaries. Under the
Gramm-Leach-Bliley Act (the "GLB Act"), which was enacted on November 12, 1999,
the Federal Reserve Board is prohibited from approving new kinds of activities
to be permissible for a bank holding company unless the bank holding company has
elected to be a financial holding company. Certain bank holding companies and
their subsidiaries possess "grandfather rights" giving them authority to engage
in one or more of the activities which are not generally permissible because
they were engaged in such activities prior to the adoption of legislation
restricting such activities.

        Under cross-guaranty provisions of the Federal Deposit Insurance Act
(the "FDIA"), bank subsidiaries of a bank holding company are liable for any
loss incurred (or reasonably anticipated to be incurred) by the Bank Insurance
Fund (the "BIF"), the federal deposit insurance fund for banks, in connection
with the failure of any other bank subsidiary of the bank holding company.
Liability under such cross-guaranty would be junior to deposit liabilities and
most secured obligations, but senior to obligations to shareholders and most
obligations to affiliates. The FDIC has authority to prospectively waive the
cross-guaranty provision. Currently Exchange National Bank, Citizens Union State
Bank and Osage Valley Bank are the only bank subsidiaries of Exchange.

        A bank holding company and its subsidiaries are prohibited from engaging
in certain tie-in arrangements in connection with the extension of credit or the
lease or sale of any property or the furnishing of services. Subsidiary banks of
a bank holding company are also subject to certain restrictions imposed by the
Federal Reserve Act on any extensions of credit to the bank holding company or
any of its subsidiaries, or investment in the stock or other securities thereof,
and on the taking of such stocks or securities as collateral for loans.

        ACTIVITIES OF A FINANCIAL HOLDING COMPANY. Under the GLB Act, a bank
holding company that elects to be a financial holding company may engage in a
wider range of financial activities. Effective March 11, 2000, the GLB Act is
(i) terminating the restrictions of the Bank Holding Company Act that prohibit
banks from affiliating with insurance companies, (ii) terminating the
restrictions of the Glass-Steagall Act that prohibit affiliates of banks from
conducting certain securities underwriting activities, and (iii) permitting bank
holding companies to conduct other activities that the Federal Reserve Board and
the United States Department of Treasury ("Treasury") determine to be financial
in nature or incidental to a financial activity or the Federal Reserve Board
determines to be complementary to a financial activity.

        To engage in the newly authorized financial activities, a bank holding
company must elect to become a financial holding company. The bank holding
company may make such an election by filing with the Federal Reserve Board (1) a
declaration that the company elects to be a financial holding company to engage
in Fed-approved financial activities or to acquire a company that engages in
such activities, and (2) a certification, based upon the most recent regulatory
examinations, that each of the bank holding company's insured depository
institutions is well-capitalized and well-managed. Furthermore, each of the
insured depository institutions must be rated "satisfactory" in its latest
Community Reinvestment Act examination.

                                       6
<PAGE>   7

        The non-bank subsidiaries of a financial holding company may engage in
pre-approved financial activities, which include the underwriting of all types
of insurance and annuity products, the underwriting of all types of securities
products and mutual funds, merchant banking activities, full-service insurance
agency activities and operating a travel agency. A financial holding company may
conduct any of these activities, so long as the financial holding company
notifies the Federal Reserve Board within 30 days after the financial holding
company commences such activities or acquires a company that engages in such
activities. A financial holding company does not need to file a formal
application with or obtain prior approval from the Federal Reserve Board to
conduct such activities.

        If a financial holding company wishes to engage in activities that are
"financial in nature or incidental to a financial activity" but not yet
specifically authorized by the Federal Reserve Board, the financial holding
company must file an application with the Federal Reserve Board. If both the
Federal Reserve Board and Treasury approve the application, the financial
holding company may commence the new activity. The Federal Reserve Board may
also approve a new activity that is complementary to a financial activity, but
the financial holding company must make an additional showing that the activity
does not pose a substantial risk to the safety and soundness of depository
institutions or the financial system generally. On December 19, 2000, the
Federal Reserve promulgated a regulation permitting a financial holding company
to act as a "finder," which is the activity of bringing together one or more
buyers and sellers of any product or service for transactions that the parties
themselves negotiate and consummate.

        A bank holding company that does not elect to become a financial holding
company may remain a bank holding company. A bank holding company's regulatory
requirements remain substantially the same, with two exceptions. First, the bank
holding company and its subsidiaries will be subject to new customer privacy
regulations, which will become effective on July 1, 2001. Second, a bank that
engages in securities brokerage activities may be required, under certain
circumstances, to move its securities brokerage activities to a subsidiary or
non-bank affiliate that is an NASD-registered broker-dealer.

        REGULATORY CAPITAL REQUIREMENTS. The Federal Reserve Board has
promulgated "capital adequacy guidelines" for use in its examination and
supervision of bank holding companies. A holding company's ability to pay
dividends and expand its business through the acquisition of new banking
subsidiaries can be restricted if its capital falls below levels established by
these guidelines. In addition, holding companies whose capital falls below
specified levels can be required to implement a plan to increase capital.

        The Federal Reserve Board's capital adequacy guidelines provide for the
following types of capital: Tier 1 capital (also referred to as core capital),
Tier 2 capital (also referred to as supplementary capital), Tier 3 capital
(consisting of short-term subordinated debt that meets certain conditions and
used only in the measure of market risk, as discussed below) and Total capital.
A bank holding company's Tier 1 capital generally includes the following
elements: common shareholders' equity, qualifying noncumulative perpetual
preferred stock and related surplus, qualifying cumulative perpetual preferred
stock and related surplus (limited to a maximum of 25% of Tier 1 capital
elements) and minority interests in the equity accounts of consolidated
subsidiaries. Goodwill is generally excluded from Tier 1 capital. Most
intangible assets are also deducted from Tier 1 capital. A bank holding
company's Tier 2 capital generally includes allowances for loan and lease losses
(limited to 1.25% of risk-weighted assets), most perpetual preferred stock and
any related surplus (noncumulative and cumulative, without percentage limits),
certain hybrid capital instruments, perpetual debt and mandatory convertible
debt securities, and certain intermediate-term preferred stock and
intermediate-term subordinated debt instruments (to a maximum of 50% of Tier 1
capital excluding goodwill, but phased-out as the instrument matures). The
maximum amount of supplementary capital that qualifies as Tier 2 capital is
limited to 100% of Tier 1 capital (net of goodwill). For purposes of calculating
the total risk-based capital ratio, Total capital generally includes Tier 1
capital, plus qualifying Tier 2 capital, minus investments in unconsolidated
subsidiaries, reciprocal holdings of bank holding company capital securities,
certain deferred tax assets and other deductions as determined by the Federal
Reserve Board.


                                       7
<PAGE>   8

        The Federal Reserve Board issued a regulation effective on October 1,
1998 which increases the amount of intangible assets which may be included in
Tier 1 capital. Under the regulation, mortgage servicing rights ("MSRs"),
non-mortgage servicing assets ("NMSAs") and purchased credit card relationships
("PCCRs") are included in Tier 1 capital to the extent that, in the aggregate,
they do not exceed 100% of Tier 1 capital and, to the further extent that PCCRs
and NMSAs, in the aggregate, do not exceed 25% of Tier 1 capital. MSRs and PCCRs
in excess of these limits, as well as core deposit intangibles ("CDI") and all
other identified intangible assets, must be deducted in determining Tier 1
capital. As of December 31, 2000, Exchange, Union and Mid Central Bancorp had no
NMSAs or PCCRs. Additionally, neither Union, nor Mid Central Bancorp had MSRs.
As of December 31, 2000, Exchange had $622,000 of MSRs (which are included in
other assets), $1,042,000 of CDIs, $23,867,000 of goodwill and $425,000 of other
identified intangible assets, and Union had $1,042,000 of CDIs and $15,678,000
of goodwill. Mid Central Bancorp had $4,342,000 of goodwill and no CDIs.

        Effective October 1, 1998, the Federal Reserve Board amended its capital
adequacy guidelines to permit bank holding companies to include as part of Tier
2 capital up to 45 percent of the pretax net unrealized holding gains on
available-for-sale equity securities.

        The Federal Reserve Board's capital adequacy guidelines require a bank
holding company to satisfy a Tier 1 Leverage Ratio, a total risk-based capital
ratio and a Tier 1 risk-based capital ratio. Under the Tier 1 Leverage Ratio
capital guideline, a bank holding company must have and maintain Tier 1 capital
in an amount equal to at least 3.0% of its average total consolidated assets. In
general, average total consolidated assets means the quarterly average total
assets (net of the allowance for loan and lease losses) reported on a bank
holding company's Consolidated Financial Statements (FR Y-9C Report), minus
goodwill and any other intangible assets or investments in subsidiaries which
are deducted from Tier 1 capital. The 3.0% minimum Tier 1 Leverage Ratio is
considered the absolute minimum amount of Tier 1 capital which the most highly
rated bank holding companies (those rated composite 1 under the BOPEC rating
system for bank holding companies) or those bank holding companies that have
implemented the risk-based capital market risk measure set forth in the Federal
Reserve Board's capital adequacy guidelines are required to maintain. All other
bank holding companies must maintain a minimum Tier 1 Leverage Ratio of 4.0%.

        Under the Federal Reserve Board's capital adequacy guidelines, a bank
holding company must have and maintain a ratio of Total capital to risk-weighted
assets of 8.00%, and a ratio of Tier 1 capital to risk-weighted assets of 4%.
The amount of a bank holding company's risk-weighted assets is determined by
multiplying the balance sheet amount of each of the bank holding company's
consolidated assets by a specified risk-weight factor of 0%, 20%, 50% or 100%,
in accordance with the relative risk level of the asset. In determining
risk-weighted assets, off-balance sheet items, such as standby letters of
credit, are converted to an on-balance sheet credit equivalent amount by
multiplying the face amount of the off-balance sheet item by a credit conversion
factor of 0%, 20%, 50% or 100%, in accordance with the probability that the
off-balance sheet item will become a credit extended by the bank holding
company. In general, intangible assets and other assets which are deducted in
determining Tier 1 capital and Total capital may also be excluded from
risk-weighted assets.

        The Federal Reserve Board has proposed to permit portions of claims
(including repurchase agreements) collateralized by cash on deposit with the
lending institution or by securities issued or guaranteed by the U.S. Treasury,
U.S. government agencies, or the central governments in other OECD countries to
be eligible for a zero percent risk weight. The effect of this proposal is to
allow banks and bank holding companies to hold less capital for these types of
collateralized transactions.

        Under the Federal Reserve Board's market risk rules, an institution with
significant trading activities must measure and hold capital for exposure to
general market risk arising from fluctuations in interest rates, equity prices,
foreign exchange rates and commodity prices and exposure to specific risk
associated with debt and equity positions in the trading portfolio. This
regulation applies to any bank holding company (i) whose


                                       8
<PAGE>   9


trading activity equals 10% or more of its total assets or (ii) whose trading
activity equals $1 billion or more. General market risk refers to changes in the
market value of on-balance sheet assets and off-balance sheet items resulting
from broad market movements. Specific risk refers to changes in the market value
of individual positions due to factors other than broad market movements and
includes such risks as the credit risk of an instrument's issuer. Under the
Federal Reserve Board's rules, an institution must measure its general market
risk using its internal risk measurement model to calculate a "value-at-risk"
based capital charge. An institution must also measure its specific risk either
through a valid internal model or by a so-called standardized approach. The
standardized approach for the measurement of specific risk uses a risk-weighing
process developed by the Federal Reserve Board which categorizes individual
instruments and then assesses a fixed capital charge. Until September 1997, an
institution that used an internal model to measure specific risk, rather than
the standardized approach, was required to hold capital for specific risk at
least equal to 50 percent of the specific risk charge calculated when using the
standardized approach (the minimum specific risk charge). If that portion of an
institution's "value-at-risk" capital charge which was attributable to specific
risk did not equal the minimum specific risk charge, the institution was subject
to additional charges to make up for such difference. In September 1997, the
Federal Reserve Board has eliminated the use of the minimum specific risk charge
and consequently, the need for a dual calculation if an institution uses its
internal model to measure specific risk. Therefore, an institution using a valid
internal model to measure specific risk may use the "value-at-risk" measures
generated by its model without being required to compare the model-generated
risk charge to the minimum specific risk charge as calculated under the
standardized approach.

        The regulation supplements the existing credit risk-based capital
standards by requiring an affected institution to adjust its risk-based capital
ratio to reflect market risk. In measuring market risk, institutions may use
Tier 3 capital to meet the market risk capital requirements. Tier 3 capital is
subordinated debt that is unsecured, fully paid up, has an original maturity of
at least 2 years, is not redeemable before maturity without the prior approval
of the institution's supervisor, is subject to a lock-in clause that prevents
the issuer from repaying the debt even at maturity if the issuer's capital ratio
is, or with repayment, would become, less than the minimum 8% risk-based capital
ratio, and does not contain and is not covered by any covenants, terms or
restrictions that may be inconsistent with safe and sound banking practices.

        On December 31, 2000, Exchange, Union and Mid Central Bancorp each was
in compliance with all of the Federal Reserve Board's capital guidelines. On
such date, Exchange had a Tier 1 leverage ratio of 7.07% (compared with a
minimum requirement of 3%), a ratio of total capital to risk-weighted assets of
11.90% (compared with a minimum requirement of 8%) and a ratio of Tier 1 capital
to risk-weighted assets of 10.65% (compared with a minimum requirement of 4%),
Union had a Tier 1 leverage ratio of 8.02%, a ratio of total capital to
risk-weighted assets of 15.32% and a ratio of Tier 1 capital to risk-weighted
assets of 14.06% and Mid Central Bancorp had a Tier 1 leverage ratio of 7.09%, a
ratio of total capital to risk-weighted assets of 18.91% and a ratio of Tier 1
capital to risk-weighted assets of 17.83%.

        INTERSTATE BANKING AND BRANCHING. Under the Riegle-Neal Interstate
Banking and Branching Efficiency Act of 1994 (the "Riegle-Neal Act"), bank
holding companies are permitted to acquire the stock or substantially all of the
assets of banks located in any state regardless of whether such transaction is
prohibited under the laws of any state. The Federal Reserve Board, however, may
not approve an interstate acquisition if as a result of the acquisition the bank
holding company would control more than 10% of the total amount of insured
deposits in the United States or would control more than 30% of the insured
deposits in the home state of the acquired bank. The 30% of insured deposits
state limit does not apply if the acquisition is the initial entry into a state
by a bank holding company or if the home state waives such limit.

        Under the Riegle-Neal Act, individual states may restrict interstate
acquisitions in two ways. First, a state may prohibit an out-of-state bank
holding company from acquiring a bank located in the state unless the target
bank has been in existence for a specified minimum period of time (not to exceed
five years). Second, a state may establish limits on the total amount of insured
deposits within the state which are controlled by a


                                       9
<PAGE>   10

single bank holding company (a "deposit cap"), provided that such deposit limit
does not discriminate against out-of-state bank holding companies. In 1995,
Missouri enacted legislation that provides that a bank holding company whose
bank subsidiaries were conducting business in states other than the state of
Missouri as of January 1, 1995, may not charter de novo a bank or trust company
under Missouri law or a national bank located in Missouri, and such bank holding
company may not acquire any such bank or trust company or a national bank
located in Missouri that has been in continuous existence for less than five
years. This provision was enacted to implement a state option permitting bank
charter age requirements under the Riegle-Neal Act. Missouri currently has a
statewide deposit cap of 13%.

        The Riegle-Neal Act now permits affiliated banks in different states to
act as agents for each other for purposes of receiving deposits, renewing time
deposits, closing loans, servicing loans and receiving payments on loans and
other obligations. A bank acting as an agent for an affiliated bank is not
considered a branch of the affiliated bank.

        Beginning on June 1, 1997, the Riegle-Neal Act authorized interstate
branching by a merger of banks with different home states which results in a
single bank with branches in both states. The Riegle-Neal Act gave states the
right to "opt out" and prohibit interstate mergers by passing legislation before
June 1, 1997 that expressly prohibits all merger transactions with out-of-state
banks. The Riegle-Neal Act also gave states the right to "opt in" and authorize
early interstate mergers by passing legislation that expressly permits
interstate merger transactions with all out-of-state banks. The Riegle-Neal Act
authorized banks to establish and operate de novo branches in a state (other
than the bank's home state) only if the host state "opts in" to authorize de
novo interstate banking by passing legislation that expressly permits all
out-of-state banks to establish de novo branches in the state. As of June 1,
1997, approximately 44 states acted on the Riegle-Neal Act. Only two states,
Texas and Montana, opted out. Seven states contiguous with Missouri's borders,
Arkansas, Illinois, Iowa, Kentucky, Nebraska, Oklahoma and Tennessee,
affirmatively "opted-in." Neither Missouri nor Kansas acted by June 1, 1997 to
"opt-in" or "opt-out." Therefore, interstate branching of banks by merger is
permitted in Missouri and its contiguous states.

        Effective October 10, 1997, the Riegle-Neal Act prohibits any bank from
establishing or acquiring a branch or branches outside its home state primarily
for the purpose of deposit production. An interstate branch must reasonably help
meet the credit needs of the communities served as determined by a
loan-to-deposit ratio screen. The FDIC and other banking agencies, under the
final rule, will determine a bank's total loan-to-deposit ratio for all branches
opened in a particular state one year or more after the bank has established an
interstate branch. If the ratio is less than 50 percent of the average
loan-to-deposit ratio for all banks headquartered in that state, the banking
regulators will try to determine whether the branches are making a "reasonable"
effort to meet the needs of the community served in that state by using six
mitigating factors. The agencies may impose sanctions on institutions found not
to meet the community credit needs. The regulators may require the bank to close
branches in the state where it has a low loan-to deposit ratio, and may prohibit
the bank from opening any new branches unless the institution assures the
agencies that it will attempt to meet those credit needs.

        MISSOURI BANK HOLDING COMPANY REGULATION. Under Missouri law, a bank
holding company is prohibited from acquiring control over a bank, savings
association or trust company which has its principal banking office in Missouri
if such acquisition would cause the aggregate deposits held by all banks,
savings associations and trust companies in which such bank holding company has
an interest to exceed 13% of the total deposits of banking and savings
institutions in Missouri. Further, an acquisition by a bank holding company of
control of a bank or trust company which has its principal banking office in
Missouri requires approval of the Missouri Director of Finance. Neither such
limitation applies, however, in situations where the acquisition was requested
by the Missouri Director of Finance, the FDIC or the Federal Reserve Board in
order to protect the public interest against the failure or probable failure of
a bank or trust company.

REGULATION APPLICABLE TO THE BANKS

                                       10
<PAGE>   11

        GENERAL. As a national bank, Exchange National Bank is subject to
regulation and examination primarily by the OCC. Exchange National Bank is also
regulated by the Federal Reserve Board and the FDIC. As Missouri state
non-member banks, Citizens Union State Bank and Osage Valley Bank are subject to
regulation and examination by the Missouri Division of Finance and the FDIC.
Regulation by these agencies is designed to protect bank depositors rather than
our shareholders. Each of the OCC and the FDIC has the authority to issue cease
and desist orders if it determines that activities of any of our subsidiary
Banks represents unsafe and unsound banking practices or violations of law. In
addition, the OCC and FDIC are empowered to impose substantial civil money
penalties for violations of banking statutes and regulations.

        REGULATORY CAPITAL REQUIREMENTS. The OCC and the FDIC have adopted
minimum capital requirements applicable to national banks and state non-member
banks, respectively, which are substantially similar to the capital adequacy
guidelines established by the Federal Reserve Board for bank holding companies.
There are, however, technical differences in the methodologies used to calculate
the capital ratios.

        On December 31, 2000, Exchange National Bank, Citizens Union State Bank
and Osage Valley Bank each was in compliance with all of the OCC's and FDIC's
minimum capital requirements. On such date Exchange National Bank had a Tier 1
Leverage Ratio of 10.77% (compared with a minimum requirement of 3%), a ratio of
Total capital to risk-weighted assets of 15.42% (compared with a minimum
requirement of 8%), and a ratio of Tier 1 capital to risk-weighted assets of
14.16% (compared with a minimum requirement of 4%), Citizens Union State Bank
had a Tier 1 Leverage Ratio of 8.01%, a ratio of Total capital to risk-weighted
assets of 15.32%, and a ratio of Tier 1 capital to risk-weighted assets of
14.06% and Osage Valley Bank had a Tier 1 Leverage Ratio of 8.04%, a ratio of
Total capital to risk-weighted assets of 18.99%, and a ratio of Tier 1 capital
to risk-weighted assets of 17.92%.

        CLASSIFICATION OF BANKS. Federal banking laws classify financial
institutions in one of the following five categories, depending upon the amount
of their capital: well-capitalized, adequately capitalized, undercapitalized,
significantly undercapitalized or critically undercapitalized. Under OCC and
FDIC regulations, a bank is deemed to be (i) "well capitalized" if it has a
total risk-based capital ratio of 10% or greater, a Tier 1 risk-based capital
ratio of 6% or greater and a Tier 1 leverage ratio of 5% or greater (and is not
subject to any order or written directive specifying any higher capital ratio),
(ii) "adequately capitalized" if it has a total risk-based capital ratio of 8%
or greater, a Tier 1 risk-based capital ratio of 4% or greater and a Tier 1
leverage ratio of 4% or greater (or a Tier 1 leverage ratio of 3% or greater, if
the bank has a CAMELS rating of 1), (iii) "undercapitalized" if it has a total
risk-based capital ratio that is less than 8%, a Tier 1 risk-based capital ratio
that is less than 4% or a Tier 1 leverage ratio that is less than 4% (or a Tier
1 leverage ratio that is less than 3%, if the bank has a CAMELS rating of 1),
(iv) "significantly undercapitalized" if it has a total risk-based capital ratio
that is less than 6%, a Tier 1 risk based capital ratio that is less than 3% or
a Tier 1 leverage ratio that is less than 3%, and (v) "critically
undercapitalized" if it has a Tier 1 leverage ratio that is equal to or less
than 2%. Federal banking laws require the federal regulatory agencies to take
prompt corrective action against undercapitalized financial institutions. Under
OCC regulations, Exchange National Bank was a well capitalized institution as of
December 31, 2000, and under FDIC regulations, Citizens Union State Bank and
Osage Valley Bank were well capitalized institutions as of December 31, 2000.

        Federal banking laws provide that if an insured depository institution
receives a less than satisfactory examination rating for asset quality,
management, earnings or liquidity, the examining agency may deem such financial
institution to be engaging in an unsafe or unsound practice. The potential
consequences of being found to have engaged in an unsafe or unsound practice are
significant, because the appropriate federal regulatory agency may: (i) if the
financial institution is well-capitalized, reclassify the financial institution
as adequately capitalized; (ii) if the financial institution is adequately
capitalized, take any of the prompt corrective actions authorized for
undercapitalized financial institutions and impose restrictions on capital
distributions and management fees; and (iii) if the financial institution is
undercapitalized, take any of the prompt corrective actions authorized for
significantly undercapitalized financial institutions.


                                       11
<PAGE>   12

        DEPOSIT INSURANCE AND ASSESSMENTS. The deposits of our subsidiary Banks
are insured by the BIF administered by the FDIC, in general, to a maximum of
$100,000 per insured depositor. Under federal banking regulations, our Banks are
required to pay semi-annual assessments to the FDIC for deposit insurance. The
FDIC has adopted a risk-based assessment system. Under the risk-based assessment
system, BIF members pay varying assessment rates depending upon the level of the
institution's capital and the degree of supervisory concern over the
institution. The assessment rates are set by the FDIC semiannually. The FDIC's
assessment rates range from zero (0) cents to 27 cents per $100 of insured
deposits. Institutions qualifying for the $0 assessment rate are no longer
required to pay the minimum deposit premium payment of $2,000 annually. As of
January 1, 2001, Exchange National Bank's, Citizens Union State Bank's and Osage
Valley Bank's assessment rate was zero cents per $100 of insured deposits. The
FDIC has authority to increase the annual assessment rate if it determines that
a higher assessment rate is necessary to increase BIF's reserve ratio. There is
no cap on the annual assessment rate which the FDIC may impose.

        In addition to any assessments that may be imposed by the FDIC as
described above, the Deposit Insurance Funds Act of 1996 provides for the
imposition of annual assessments by the Financing Corporation on Savings
Association Insurance Fund-assessable ("SAIF-assessable") deposits and
BIF-assessable deposits. Generally speaking, until December 31, 1999, the
assessment rate imposed by Financing Corporation with respect to BIF-assessable
deposits was at a rate equal to one-fifth (1/5) of the assessment rate for
SAIF-assessable deposits. As of January 1, 2000, BIF-assessable deposits and
SAIF-assessable deposits were assessed by Financing Corporation at the same rate
of 1.96 basis points of assessable deposits. As of January 1, 2001, Exchange
National Bank, Citizens Union State Bank and Osage Valley Bank only had
BIF-assessable deposits. Consequently, the change in Financing Corporation's
assessment rates has resulted in these banks receiving an increased annual
assessment from Financing Corporation.

        INTEREST RATES. The rate of interest a bank may charge on certain
classes of loans is limited by state and federal law. At certain times in the
past, these limitations, in conjunction with national monetary and fiscal
policies that affect the interest rates paid by banks on deposits and
borrowings, have resulted in reductions of net interest margins on certain
classes of loans. Such circumstances may recur in the future, although the trend
of recent federal and state legislation has been to eliminate restrictions on
the rates of interest which may be charged on some types of loans and to allow
maximum rates on other types of loans to be determined by market factors.

        LOANS TO ONE BORROWER. In addition to limiting the rate of interest
chargeable by banks on certain loans, federal law imposes additional
restrictions on a national bank's lending activities. For example, under federal
law the maximum amount that a national bank may lend to one borrower (and
certain related entities of such borrower) generally is limited to 15% of the
bank's unimpaired capital and unimpaired surplus, plus an additional 10% for
loans fully secured by readily marketable collateral. There are certain
exceptions to the general rule including loans fully secured by government
securities or deposit accounts in the bank. As of December 31, 2000, Exchange
National Bank's lending limit under this regulation was approximately
$6,918,000, and its current largest loan to one borrower (aggregate loans to the
borrower and its related entities) was approximately $6,042,000.

        Missouri banking law imposes restrictions on a state-chartered bank's
lending activities. According to Missouri law, the maximum amount that a bank
may lend to any one person or entity is limited to 15% of the unimpaired capital
of the bank located in a city having a population of 100,000 or more, 20% of the
unimpaired capital of the bank located in a city having a population of less
than 100,000 and over 7,000, and 25% of the unimpaired capital of the bank if
located elsewhere in the state. These restrictions have some exceptions. As of
December 31, 2000, Citizens Union State Bank's lending limit under this law was
approximately $7,285,605, and its current largest loan to one borrower was
approximately $2,205,000. As of December 31, 2000, Osage Valley Bank's lending
limit under this law was approximately $2,107,700, and its current largest loan
to one borrower was approximately $665,000.


                                       12
<PAGE>   13

        PAYMENT OF DIVIDENDS. The National Bank Act restricts the payment of
dividends by a national bank as follows: (i) no dividends may be paid if the
bank has no undivided profits or retained earnings then on hand; (ii) until the
surplus fund of the bank is equal to its capital stock, no dividends may be
declared unless there has been carried to the surplus fund not less than
one-tenth of the bank's net profits of the preceding half-year period in the
case of quarterly or semiannual dividends, or not less than one-tenth of the net
profits of the preceding two consecutive half-year periods in the case of annual
dividends; and (iii) the approval of the OCC is required if dividends declared
by the bank in any year would exceed the total of net profits for that year
combined with retained net profits for the preceding two years, less any
required transfers to surplus. These laws and related regulations are applicable
to Exchange National Bank. Exchange National Bank has obtained approval from the
OCC to pay up to $5,000,000 in dividends to Exchange in 2001, although no
assurances can be given that such dividends will be declared.

        Citizens Union State Bank and Osage Valley Bank, as state non-member
banks, are subject to the dividend restrictions set forth by Missouri law and
the FDIC. Under the FDIA, a FDIC-insured institution may not pay any dividend if
payment would cause it to become undercapitalized or while it is
undercapitalized. Missouri banking law prohibits the declaration of a dividend
if the bank has not made good any existing impairment of its capital. These laws
and related regulations are not expected to have a material effect upon the
current dividend policies of Citizens Union State Bank and Osage Valley Bank.

        COMMUNITY REINVESTMENT ACT. On May 4, 1995, the Federal Reserve Board,
the FDIC and the OCC adopted regulations relating to the Community Reinvestment
Act (the "CRA"). The purpose of the CRA regulations is to establish the
framework and criteria by which the bank regulatory agencies assess an
institution's record of helping to meet the credit needs of its community,
including low- and moderate-income neighborhoods, and to provide that the
agencies' assessment shall be taken into account in reviewing certain
applications. The regulations seek to emphasize an institution's performance
rather than the process, to promote consistency in evaluation of institutions,
and to eliminate unnecessary reporting burdens. The regulations replace the
previous twelve assessment factors for large banks with three tests: (i) a
lending test, (ii) a service test, and (iii) an investment test. While
documentation requirements have been substantially reduced, the safe harbors
from CRA protest have also been eliminated.

        The Federal Reserve Board, the FDIC and the OCC have adopted
regulations, effective April 1, 2001, that require public disclosure of written
CRA agreements between any insured depository institution or its affiliates and
any nongovernmental entity or person. The regulations require each insured
depository institution that is a party to any CRA agreement to provide initial
and annual disclosures of such agreement to the appropriate federal banking
agency.

        OTHER REGULATORY LIMITATIONS. Exchange, Union, Mid Central and the Banks
are "affiliates" within the meaning of the Federal Reserve Act. As such, the
amount of loans or extensions of credit which Exchange National Bank, Citizens
Union State Bank, or Osage Valley Bank may make to Exchange, Union, Mid Central
or to third parties, secured by securities or obligations of Exchange, Union or
Mid Central, are substantially limited by the Federal Reserve Act and the FDIA.
Such acts further restrict the range of permissible transactions between a bank
and an affiliated company. A bank and its subsidiaries may engage in certain
transactions, including loans and purchases of assets, with an affiliated
company only if the terms and conditions of the transaction, including credit
standards, are substantially the same as, or at least as favorable to the bank
as, those prevailing at the time for comparable transactions with non-affiliated
companies or, in the absence of comparable transactions, on terms and conditions
that would be offered to non-affiliated companies.

        Each of Exchange National Bank, Citizens Union State Bank and Osage
Valley Bank is also authorized to invest in a service corporation that can offer
the same services as the banking related services that bank holding companies
are authorized to provide. However, regulatory approval must generally be
obtained prior to making such an investment or the performance of such services.


                                       13
<PAGE>   14

        BANKING ACTIVITIES. The investments and activities of Exchange National
Bank are subject to substantial regulation by the OCC, the Federal Reserve Board
and the FDIC, including without limitation investments in subsidiaries,
investments for their own account (including limitations on investments in junk
bonds and equity securities), investments in loans, loans to officers, directors
and affiliates, security requirements, truth-in-lending, the types of interest
bearing deposit accounts which it can offer, trust department operations,
brokered deposits, audit requirements, issuance of securities, branching and
mergers and acquisitions.

        Under the GLB Act, the OCC regulates and monitors the Fair Credit Report
Act's restrictions on the transfer of customer information between Exchange
National Bank and its affiliates. Starting on either November 12, 2000 or a date
thereafter that is specified by the OCC, the OCC will also regulate and monitor
restrictions on the transfer of nonpublic personal information of consumers to
nonaffiliated third parties.

        The Missouri Division of Finance and the FDIC regulate or monitor all
areas of the operations of Citizens Union State Bank and Osage Valley Bank,
including capital requirements; issuance of stock; declaration of dividends;
interest rates; deposits; record keeping; establishment of branches;
acquisitions; mergers; loans; investments; borrowing; security requirements,
devices and procedures; employee responsibility and conduct; and directors and
affiliates. The Missouri Division of Finance also limits the issuing of capital
notes or debentures, holding of real estate and personal property and requires
Citizens Union State Bank and Osage Valley Bank to maintain a certain ratio of
reserves against deposits.

        Under the GLB Act, the FDIC regulates and monitors the Fair Credit
Reporting Act's restrictions on the transfer of customer information between
Citizens Union State Bank and Osage Valley Bank and their affiliates. Starting
on July 1, 2001, the FDIC will also regulate and monitor restrictions on the
transfer of nonpublic personal information of consumers to nonaffiliated third
parties.

        ACTIVITIES OF A FINANCIAL SUBSIDIARY OF A NATIONAL BANK. The GLB Act
authorizes a "financial subsidiary" of a national bank to conduct any financial
activity that the Federal Reserve Board permits a financial holding company to
conduct, except for (i) insurance underwriting, (ii) real estate development and
(iii) merchant banking. The Federal Reserve Board and Treasury may jointly adopt
rules to permit a financial subsidiary to engage in merchant banking activities
beginning five years after enactment of the GLB Act.

MONETARY POLICY AND ECONOMIC CONDITIONS

        The principal sources of funds essential to the business of banks and
bank holding companies are deposits, shareholders' equity and borrowed funds.
The availability of these various sources of funds and other potential sources
such as preferred stock or commercial paper, and the extent to which they are
utilized, depends on many factors, the most important of which are the monetary
policies of the Federal Reserve Board and the relative costs of different types
of funds.

        An important function of the Federal Reserve Board is to regulate the
national supply of bank credit in order to combat recession and curb
inflationary pressures. Among the instruments of monetary policy used by the
Federal Reserve Board to implement these objectives are open market operations
in United States government securities, changes in the discount rate on bank
borrowings and changes in reserve requirements against bank deposits.

        Our Banks are subject to regulations issued by the Federal Reserve Board
which require depository institutions to maintain non-interest bearing reserves
against their transaction accounts and non-personal time deposits. These
regulations require depository institutions to maintain reserves equal to 3% of
transaction accounts up to $42.8 million plus 10% (subject to adjustment by the
Federal Reserve Board between 8% and 14%) of the total over $42.8 million. In
addition, reserves, subject to adjustment by the Federal Reserve Board between
0% and 9%, must be maintained on non-personal time deposits. This reserve
percentage is



                                       14
<PAGE>   15

currently 0%. Depository institutions may designate and exempt up to $5.5
million of reservable liabilities from the above reserve requirements. Because
these reserves must generally be maintained in cash or non-interest-bearing
accounts, the effect of the reserve requirements is to increase the cost of
funds to depository institutions. As of December 31, 2000, Exchange National
Bank was required to maintain a reserve balance of $3,476,000, Citizens Union
State Bank was required to maintain a reserve balance of $1,879,000 and Osage
Valley Bank was required to maintain a reserve balance of $390,000.

        Substantially all of the restrictions on the maximum interest rates
banks are permitted to pay on deposits have been removed, although banks are
still prohibited from paying interest on demand deposits. Consequently, banks
and thrift organizations are substantially free to pay interest at any rate.
Deregulation has increased competition among such institutions for attracting
deposits and has resulted in an overall increase in such institutions' cost of
funds.

        The monetary policies of the Federal Reserve Board have had a
significant effect on the operating results of commercial banks in the past and
are expected to continue to do so in the future. In view of the continuing
changes in regulations affecting commercial banks and other actions and proposed
actions by the Federal government and its monetary and fiscal authorities,
including proposed changes in the structure of banking in the United States and
general economic conditions, no prediction can be made as to future changes in
interest rates, credit availability, deposit levels, loan demand or the overall
performance of banks generally and Exchange National Bank, Citizens Union State
Bank, Osage Valley Bank, Union, Mid Central Bancorp and Exchange in particular.

        The references in the foregoing discussion to various aspects of
statutes and regulation are merely summaries which do not purport to be complete
and which are qualified in their entirety by reference to the actual statutes
and regulations.

ITEM 2. PROPERTIES.

        None of Exchange, Union or Mid Central Bancorp owns or leases any
property.

        The principal offices of Exchange and Exchange National Bank are located
at 132 East High Street in the central business district of Jefferson City,
Missouri. The building, which is owned by Exchange National Bank, is a
three-story structure constructed in 1927. A recently completed renovation and
expansion project increased usable office space from 14,000 square feet to
approximately 33,000 square feet. All of this office space is currently used by
Exchange and Exchange National Bank. Management believes that this facility is
adequately covered by insurance.

        Exchange National Bank also owns a branch banking facility at 3701 West
Truman Boulevard in Jefferson City. This facility has approximately 21,000
square feet of usable office space, all of which is used for Exchange National
Bank operations, and has full drive-in facilities. Exchange National Bank owns a
second branch banking facility, which is located at 217 West Dunklin Street in
Jefferson City. This facility is a one-story building which has approximately
2,400 square feet of usable office space, all of which is used for Exchange
National Bank operations. In addition, Exchange National Bank has established a
branch banking facility at 800 Eastland Drive in Jefferson City with
approximately 4,100 square feet of usable office space, all of which is used for
Exchange National Bank's operations. Exchange National Bank also owns a branch
in each of the California, Tipton and St. Robert communities. The California
branch located at 201 East Main Street was constructed in the mid 1970's and it
is a single story structure with 2,942 square feet of usable office space. All
of the California branch's office space is used for Exchange National Bank's
operations. The Tipton branch which is located at 445 South Moreau is a single
story structure with 1,962 square feet of usable office space all of which is
used for Exchange National Bank's operations. The Tipton branch was constructed
in the mid 1970's. The St. Robert branch located at 595 Missouri Avenue is a
single story structure with 2,236 square feet of usable office space. The St.
Robert branch was constructed in the late



                                       15
<PAGE>   16

1960's. All of the St. Robert office space is used for Exchange National Bank's
operations. Management believes that the condition of these banking facilities
presently is adequate for Exchange National Bank's business and that these
facilities are adequately covered by insurance.

        The principal offices of Union and Citizens Union State Bank are located
at 102 North Second Street in Clinton, Missouri. The bank building, which is
owned by Citizens Union State Bank, is a one-story structure constructed in
1972. It has approximately 5,000 square feet of usable office space, all of
which is currently used for Union's and Citizens Union State Bank's operations.
Citizens Union State Bank also operates seven branch banking facilities, of
which six are owned by it. Citizens Union State Bank owns its downtown Clinton
branch, which is located at 115 North Main Street. This facility has
approximately 1,500 square feet of usable office space, all of which is used in
Citizens Union State Bank operations. Citizens Union State Bank owns a second
branch banking facility, which is located at 1603 East Ohio in Clinton. This
facility is a two-story building which has approximately 5,760 square feet of
usable office space, all of which is used for Citizens Union State Bank
operations. Citizens Union State Bank owns its third branch banking facility,
which is located at 608 East Ohio Street in Clinton. This facility is a
one-story building which has approximately 3,500 square feet of usable office
space, all of which is used for Citizens Union State Bank's operations. Citizens
Union State Bank leases its fourth Clinton branch banking facility, which is
located inside the Wal-Mart store at 1712 East Ohio. Citizens Union State Bank
leases approximately 600 square feet of space at this facility under a five-year
lease expiring in January 2004, with two five-year renewal options granted to
Citizens Union State Bank. Citizens Union State Bank owns one Osceola, Missouri
branch banking facility located at 4th and Chestnut. This facility is a
one-story building which has approximately 1,580 square feet of usable office
space, all of which is used for Citizens Union State Bank operations. Citizens
Union State Bank owns one Calhoun, Missouri branch banking facility located at
201 East Main. This facility is a one-story building which has approximately
1,296 square feet of usable office space, all of which is used for Citizens
Union State Bank operations. Finally, Citizens Union State Bank owns a 1,500
square foot branch banking facility located at the intersection of Highways 13
and 54 in Collins, Missouri. In addition to its existing facilities, Citizens
Union State Bank is constructing a new branch facility at 125 South Main in
Windsor, Missouri. The new facility will have 3,600 square feet of office space
of which 2,800 square feet is to be used for operations of Citizens Union State
Bank. Management believes that the condition of these banking facilities
presently is adequate for Citizens Union State Bank's business and that these
facilities are adequately covered by insurance.

        The principal offices of Mid Central Bancorp and Osage Valley Bank are
located at 200 Main Street in Warsaw, Missouri. The bank building, which is
owned by Osage Valley Bank, is a two-story structure constructed in 1891. It has
approximately 8,900 square feet of usable office space, all of which is
currently used for Osage Valley Bank's operations. Osage Valley Bank also
operates one branch banking facility, which is owned by it. Osage Valley Bank's
branch facility is a one-story structure located at 2102 Long View Drive in
Warsaw, Missouri, and it has approximately 1,000 square feet of usable office
space, all of which is used for Osage Valley Bank operations. Management
believes that the condition of these banking facilities presently is adequate
for Osage Valley Bank's business and that these facilities are adequately
covered by insurance.

ITEM 3.  LEGAL PROCEEDINGS.

        None of Exchange or its subsidiaries is involved in any material pending
legal proceedings, other than routine litigation incidental to their business.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

        No matter was submitted to a vote of the holders of our Company's common
stock during the fourth quarter of the year ended December 31, 2000.


                                       16
<PAGE>   17

                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

        Pursuant to General Instruction G(2) to Form 10-K, the information
required by this Item is incorporated herein by reference to the information
under the caption "Market Price of and Dividends on Equity Securities and
Related Matters" in Exchange's 2000 Annual Report to Shareholders.

ITEM 6.  SELECTED FINANCIAL DATA.

        Pursuant to General Instruction G(2) to Form 10-K, the information
required by this Item is incorporated herein by reference to the report of the
independent auditors and the information under the caption "Selected
Consolidated Financial Data" in Exchange's 2000 Annual Report to Shareholders.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATION.

        Pursuant to General Instruction G(2) to Form 10-K, certain information
required by this Item is incorporated herein by reference to the information
under the caption "Management's Discussion and Analysis of Financial Condition
and Results of Operations" in Exchange's 2000 Annual Report to Shareholders.

FORWARD-LOOKING STATEMENTS

        This report, including information included or incorporated by reference
in this report, contains certain forward-looking statements with respect to the
financial condition, results of operations, plans, objectives, future
performance and business of our Company and its subsidiaries, including, without
limitation:

        -      statements that are not historical in nature, and

        -      statements preceded by, followed by or that include the words
               "believes," "expects," "may," "will," "should," "could,"
               "anticipates," "estimates," "intends" or similar expressions.

        Forward-looking statements are not guarantees of future performance or
results. They involve risks, uncertainties and assumptions. Actual results may
differ materially from those contemplated by the forward-looking statements due
to, among others, the following factors:

        -      competitive pressures among financial services companies may
               increase significantly,

        -      costs or difficulties related to the integration of the business
               of Exchange and its acquisition targets may be greater than
               expected,

        -      changes in the interest rate environment may reduce interest
               margins,

        -      general economic conditions, either nationally or in Missouri,
               may be less favorable than expected,

        -      legislative or regulatory changes may adversely affect the
               business in which Exchange and its subsidiaries are engaged,

        -      technological changes may be more difficult or expensive than
               anticipated, and

        -      changes may occur in the securities markets.

We have described under " Factors That May Affect Future Results of Operations,
Financial Condition or Business" additional factors that could cause actual
results to be materially different from those described in the forward-looking



                                       17
<PAGE>   18

statements. Other factors that we have not identified in this report could also
have this effect. You are cautioned not to put undue reliance on any
forward-looking statement, which speak only as of the date they were made.

FACTORS THAT MAY AFFECT FUTURE RESULTS OF OPERATIONS, FINANCIAL CONDITION OR
BUSINESS

        We are identifying important risks and uncertainties that could affect
our Company's results of operations, financial condition or business and that
could cause them to differ materially from our Company's historical results of
operations, financial condition or business, or those contemplated by
forward-looking statements made herein or elsewhere, by, or on behalf of, our
Company. Factors that could cause or contribute to such differences include, but
are not limited to, those factors described below.

        BECAUSE EXCHANGE PRIMARILY SERVES MISSOURI, A DECLINE IN THE LOCAL
ECONOMIC CONDITIONS COULD LOWER EXCHANGE'S PROFITABILITY. The profitability of
Exchange is dependant on the profitability of its banking subsidiaries, which
operate out of central Missouri. The financial condition of these banks is
affected by fluctuations in the economic conditions prevailing in the portion of
Missouri in which their operations are located. Accordingly, the financial
conditions of both Exchange and its banking subsidiaries would be adversely
affected by deterioration in the general economic and real estate climate in
Missouri.

        An increase in unemployment, a decrease in profitability of regional
businesses or real estate values or an increase in interest rates are among the
factors that could weaken the local economy. With a weaker local economy:

        -       customers may not want or need the products and services of
                Exchange's banking subsidiaries,

        -       borrowers may be unable to repay their loans,

        -       the value of the collateral security of the banks' loans to
                borrowers may decline, and

        -       the overall quality of the banks' loan portfolio may decline.

        Making mortgage loans and consumer loans is a significant source of
profits for Exchange's banking subsidiaries. If individual customers in the
local area do not want these loans, profits may decrease. Although the banks
could make other investments, the banks may earn less revenue on these
investments than on loans. Also, the banks' losses on loans may increase if
borrowers are unable to make payments on their loans.

        INTEREST RATE CHANGES MAY REDUCE THE PROFITABILITY OF EXCHANGE AND ITS
BANKING SUBSIDIARIES. The primary source of earnings for Exchange's banking
subsidiaries is net interest income. To be profitable, the banks have to earn
more money in interest and fees on loans and other interest-earning assets than
they pay as interest on deposits and other interest-bearing liabilities and as
other expenses. If prevailing interest rates decrease, as has already happened
on several occasions since January 2001, the amount of interest the banks earn
on loans and investment securities may decrease more rapidly than the amount of
interest the banks have to pay on deposits and other interest-bearing
liabilities. This would result in a decrease in the profitability of Exchange
and its banking subsidiaries, other factors remaining equal.

        Changes in the level or structure of interest rates also affect

        -       the banks' ability to originate loans,

        -       the value of the banks' loan and securities portfolios,

        -       the banks' ability to realize gains from the sale of loans and
                securities,

        -       the average life of the banks' deposits, and

        -       the banks' ability to obtain deposits.


                                       18
<PAGE>   19

        Fluctuations in interest rates will ultimately affect both the level of
income and expense recorded on a large portion of the banks' assets and
liabilities, and the market value of all interest-earning assets, other than
interest-earning assets that mature in the short term. The banks' interest rate
management strategy is designed to stabilize net interest income and preserve
capital over a broad range of interest rate movements by matching the interest
rate sensitivity of assets and liabilities. Although Exchange believes that its
banks' current mix of loans, mortgage-backed securities, investment securities
and deposits is reasonable, significant fluctuations in interest rates may have
a negative effect on the profitability of the banks.

        THE PROFITABILITY OF EXCHANGE'S BANKING SUBSIDIARIES DEPENDS ON THEIR
ASSET QUALITY AND LENDING Risks. Success in the banking industry largely depends
on the quality of loans and other assets. The loan officers of Exchange's
banking subsidiaries are actively encouraged to identify deteriorating loans.
Loans are also monitored and categorized through an analysis of their payment
status. The banks' failure to timely and accurately monitor the quality of their
loans and other assets could have a materially adverse effect on the operations
and financial condition of Exchange and its banking subsidiaries. There is a
degree of credit risk associated with any lending activity. The banks attempt to
minimize their credit risk through loan diversification. Although the banks'
loan portfolios are varied, with no undue concentration in any one industry,
substantially all of the loans in the portfolios have been made to borrowers in
central and west central Missouri. Therefore, the loan portfolios are
susceptible to factors affecting the central and west central Missouri area and
the level of non-performing assets is heavily dependant upon local conditions.
There can be no assurance that the level of the banks' non-performing assets
will not increase above current levels. High levels of non-performing assets
could have a materially adverse effect on the operations and financial condition
of Exchange and its banking subsidiaries.

        THE PROVISIONS FOR POSSIBLE LOAN LOSSES OF EXCHANGE'S BANKING
SUBSIDIARIES MAY NEED TO BE INCREASED. Each of Exchange's banking subsidiaries
make a provision for loan losses based upon management's analysis of potential
losses in the loan portfolio and consideration of prevailing economic
conditions. Each of the banks may need to increase the provision for loan losses
through additional provisions in the future if the financial condition of any of
its borrowers deteriorates or if real estate values decline. Furthermore,
various regulatory agencies, as an integral part of their examination process,
periodically review the loan portfolio, provision for loan losses, and real
estate acquired by foreclosure of each of the banks. Such agencies may require
the banks to recognize additions to the provisions for loan losses based on
their judgments of information available to them at the time of the examination.
Any additional provisions for possible loan losses, whether required as a result
of regulatory review or initiated by Exchange itself, may materially alter the
financial outlook of Exchange and its banking subsidiaries.

        IF EXCHANGE AND ITS BANKS ARE UNABLE TO SUCCESSFULLY COMPETE FOR
CUSTOMERS IN EXCHANGE'S MARKET AREA, THEIR FINANCIAL CONDITION AND RESULTS OF
OPERATIONS COULD BE ADVERSELY AFFECTED. Exchange's banking subsidiaries face
substantial competition in making loans, attracting deposits and providing other
financial products and services. The banks have numerous competitors for
customers in their market area. Such competition for loans comes principally
from:

        -    other commercial banks            -    mortgage banking companies

        -    savings banks                     -    finance companies

        -    savings and loan associations     -    credit unions

Competition for deposits comes principally from:

        -    other commercial banks            -    brokerage firms

        -    savings banks                     -    insurance companies

        -    savings and loan associations     -    money market mutual funds


                                       19
<PAGE>   20

        -    credit unions                     -    mutual funds (such as
                                                    corporate and government
                                                    securities funds)

        Many of these competitors have greater financial resources and name
recognition, more locations, more advanced technology and more financial
products to offer than the banks. Competition from larger institutions may
increase due to an acceleration of bank mergers and consolidations in Missouri
and the rest of the nation. In addition, the recently enacted Gramm-Leach-Bliley
Act removes many of the remaining restrictions in federal banking law against
cross-ownership between banks and other financial institutions, such as
insurance companies and securities firms. The new law will likely increase the
number and financial strength of companies that compete directly with the banks.
The profitability of the banks depends of their continued ability to attract new
customers and compete in Missouri. New competitors, as well as the expanding
operations of existing competitors, have had, and are expected to continue to
have, an adverse impact on the banks' market share of deposits and loans in the
banks' respective service areas. If the banks are unable to successfully
compete, their financial condition and results of operations will be adversely
affected.

        EXCHANGE AND ITS BANKING SUBSIDIARIES MAY BE ADVERSELY AFFECTED BY
CHANGES IN LAWS AND REGULATIONS AFFECTING THE FINANCIAL SERVICES INDUSTRY. Banks
and bank holding companies such as Exchange are subject to regulation by both
federal and state bank regulatory agencies. The regulations, which are designed
to protect borrowers and promote certain social policies, include limitations on
the operations of banks and bank holding companies, such as minimum capital
requirements and restrictions on dividend payments. The regulatory authorities
have extensive discretion in connection with their supervision and enforcement
activities and their examination policies, including the imposition of
restrictions on the operation of a bank, the classification of assets by an
institution and requiring an increase in a bank's allowance for loan losses.
These regulations are not necessarily designed to maximize the profitability of
banking institutions. Future changes in the banking laws and regulations could
have a material adverse effect on the operations and financial condition of
Exchange and its banking subsidiaries.

        THE SUCCESS OF EXCHANGE AND ITS BANKS LARGELY DEPENDS ON THE EFFORTS OF
THEIR EXECUTIVE OFFICERS. The success of Exchange and its banking subsidiaries
has been largely dependant on the efforts of Donald Campbell, James Smith and
David Turner and the other executive officers. These individuals are expected to
continue to perform their services. However, the loss of the services of Messrs.
Campbell, Smith or Turner, or any of the other key executive officers could have
a materially adverse effect on Exchange and its banks.

        EXCHANGE CANNOT PREDICT HOW CHANGES IN TECHNOLOGY WILL AFFECT ITS
BUSINESS. The financial services market, including banking services, is
increasingly affected by advances in technology, including developments in:

        -    telecommunications     -    Internet-based banking

        -    data processing        -    telebanking

        -    automation             -    debit cards and so-called "smart cards"

        The ability of Exchange's banking subsidiaries to compete successfully
in the future will depend on whether they can anticipate and respond to
technological changes. To develop these and other new technologies the banks
will likely have to make additional capital investments. Although the banks
continually invest in new technology, there can be no assurance that the banks
will have sufficient resources or access to the necessary proprietary technology
to remain competitive in the future

        ADDITIONAL FACTORS. Additional risks and uncertainties that may affect
the future results of operations, financial condition or business of our Company
and its banking subsidiaries include, but are not limited to: (i) adverse
publicity, news coverage by the media, or negative reports by brokerage firms,
industry


                                       20
<PAGE>   21

and financial analysts regarding the Banks or our Company; and (ii) changes in
accounting policies and practices.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


        Our Company's exposure to market risk is reviewed on a regular basis by
the Banks' Asset/Liability Committees and Boards of Directors. Interest rate
risk is the potential of economic losses due to future interest rate changes.
These economic losses can be reflected as a loss of future net interest income
and/or a loss of current fair market values. The objective is to measure the
effect on net interest income and to adjust the balance sheet to minimize the
inherent risk while at the same time maximizing income. Management realizes
certain risks are inherent and that the goal is to identify and minimize those
risks. Tools used by the bank's management include the standard GAP report
subject to different rate shock scenarios. At December 31, 2000, the rate shock
scenario models indicated that annual net interest income could change by as
much as 6% should interest rates rise or fall within 200 basis points from their
current level over a one year period.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

        Pursuant to General Instruction G(2) to Form 10-K, the information
required by this Item is incorporated herein by reference to the report of the
independent auditors and the information under the caption "Consolidated
Financial Statements" in Exchange's 2000 Annual Report to Shareholders.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

        None.

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

        Pursuant to General Instruction G(3) to Form 10-K, the information
required by this Item is incorporated herein by reference to (i) the information
under the caption "Election of Directors--The Board of Directors," (ii) the
information under the caption "Election of Directors--Nominees and Directors
Continuing in Office," (iii) the information under the caption "Executive
Compensation and Other Information--Executive Officers," and (iv) the
information under the caption "Section 16(a) Beneficial Ownership Reporting
Compliance," in each case, in Exchange's definitive Proxy Statement for its 2001
Annual Meeting of Shareholders to be filed pursuant to Regulation 14A.

ITEM 11.  EXECUTIVE COMPENSATION.

        Pursuant to General Instruction G(3) to Form 10-K, the information
required by this Item is incorporated herein by reference to (i) the information
under the caption "Executive Compensation and Other Information--Report on
Executive Compensation," (ii) the information under the caption "Executive
Compensation and Other Information--Compensation Committee Interlocks and
Insider Participation," (iii) the information under the caption "Executive
Compensation and Other Information--Executive Compensation," (iv) the
information under the caption "Executive Compensation and Other
Information--Option Exercises and Holdings," (v) the information under the
caption "Executive Compensation and Other Information--Exchange National Bank
Profit-Sharing Trust," (vi) the information under the caption "Executive
Compensation and Other Information--Citizens Union State Bank Profit-Sharing
Plan," (vii) the information under the caption "Executive Compensation and Other
Information--Stock Option Plan," (viii) the information under the caption
"Executive Compensation and Other Information--Pension Plan," (ix) the
information under the caption "Executive Compensation and Other
Information--Smith Employment Agreement," (x) the information under the caption
"Executive Compensation and Other Information--Change


                                       21
<PAGE>   22

of Control Agreement," (xi) the information under the caption "Executive
Compensation and Other Information--Company Performance," and (xii) the
information under the caption "Election of Directors--Compensation of
Directors", in each case, in Exchange's definitive Proxy Statement for its 2001
Annual Meeting of Shareholders to be filed pursuant to Regulation 14A.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

        Pursuant to General Instruction G(3) to Form 10-K, the information
required by this Item is incorporated herein by reference to the information
under the caption "Ownership of Common Stock" in Exchanges definitive Proxy
Statement for its 2001 Annual Meeting of Shareholders to be filed pursuant to
Regulation 14A.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

        Pursuant to General Instruction G(3) to Form 10-K, the information
required by this Item is incorporated herein by reference to the information
under the caption "Transactions with Directors and Officers" in Exchange's
definitive Proxy Statement for its 2001 Annual Meeting of Shareholders to be
filed pursuant to Regulation 14A.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

        (a)    Exhibits, Financial Statements and Financial Statement Schedules:

        1.     Financial Statements:

        The following consolidated financial statements of our Company and
reports of our Company's independent auditors, included in our Annual Report to
Shareholders for the year ended December 31, 2000 under the caption
"Consolidated Financial Statements", are incorporated herein by reference:

               Independent Auditors' Report.

               Consolidated Balance Sheets as of December 31, 2000 and 1999.

               Consolidated Statements of Income for the years ended December
               31, 2000, 1999, and 1998.

               Consolidated Statements of Stockholders' Equity and Comprehensive
               Income for the years ended December 31, 2000, 1999, and 1998.

               Consolidated Statements of Cash Flows for the years ended
               December 31, 2000, 1999, and 1998.

               Notes to Consolidated Financial Statements.

        2.     Financial Statement Schedules:

        Financial statement schedules have been omitted because they either are
not required or are not applicable or because equivalent information has been
included in the financial statements, the notes thereto or elsewhere herein.




                                       22
<PAGE>   23


        3.     Exhibits:

<TABLE>
<CAPTION>
Exhibit No.           Description
- -----------           -----------

<S>          <C>
3.1           Articles of Incorporation of our Company (filed as Exhibit 3(a) to
              our Company's Registration Statement on Form S-4 (Registration No.
              33-54166) and incorporated herein by reference).

3.2           Bylaws of our Company.

4             Specimen certificate representing shares of our Company's $1.00
              par value common stock (filed with our Company's Annual Report on
              Form 10-K for the year ended December 31, 1999 as Exhibit 4 and
              incorporated herein by reference).

10.1          Employment Agreement, dated November 3, 1997, between the
              Registrant and James E. Smith (filed with the Registrant's Annual
              Report on Form 10-KSB for the year ended December 31, 1997 as
              Exhibit 10.4 and incorporated herein by reference).*

10.2          Exchange National Bancshares, Inc. Incentive Stock Option Plan
              (filed with our Company's Annual Report on Form 10-K for the year
              ended December 31, 1999 as Exhibit 10.2 and incorporated herein by
              reference).

10.3          Form of Change of Control Agreement and schedule of parties
              thereto.*

13            The Registrant's 2000 Annual Report to Shareholders (only those
              portions of this Annual Report to Shareholders which are
              specifically incorporated by reference into this Annual Report on
              Form 10-K shall be deemed to be filed with the Commission).

21            List of Subsidiaries.
</TABLE>

- -----------------------
*       Management contracts or compensatory plans or arrangements required to
        be identified by Item 14(a).

        (b)    Reports on Form 8-K.

               No reports on Form 8-K were filed by our Company during the three
               month period ended December 31, 2000.

        (c)    Exhibits.

               See exhibits identified above under Item 14(a)3.

        (d)    Financial Statement Schedules.

               See financial statement schedules identified above under Item
               14(a)2, if any.




                                       23
<PAGE>   24


                                   SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                       EXCHANGE NATIONAL BANCSHARES, INC.


Dated:  March 16, 2001                 By /s/ Donald L. Campbell
                                          --------------------------------------
                                               Donald L. Campbell, President

        Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Date                                                      Signature and Title
- ----                                                      -------------------


<S>                                       <C>
March 16, 2001                              /s/ Donald L. Campbell
                                            ------------------------------------
                                                Donald L. Campbell, President and Chairman of the Board of
                                                Directors (Principal Executive Officer)

March 16, 2001                              /s/ Richard G. Rose
                                            ------------------------------------
                                                Richard G. Rose, Treasurer (Principal Financial Officer and
                                                Principal Accounting Officer)

March 16, 2001                              /s/ David T. Turner
                                            ------------------------------------
                                                David T. Turner, Director

March 16, 2001                              /s/ James R. Loyd
                                            ------------------------------------
                                                James R. Loyd, Director

March 16, 2001                              /s/ Charles G. Dudenhoeffer, Jr.
                                            ------------------------------------
                                                Charles G. Dudenhoeffer, Jr., Director

March 16, 2001                              /s/ David R. Goller
                                            ------------------------------------
                                                David R. Goller, Director

March 16, 2001                              /s/ Philip D. Freeman
                                            ------------------------------------
                                                Philip D. Freeman, Director

March 16, 2001                              /s/ Kevin L. Riley
                                            ------------------------------------
                                                Kevin L. Riley, Director

March 16, 2001                              /s/ James E. Smith
                                            ------------------------------------
                                                James E. Smith, Director

March 16, 2001                              /s/ Gus S. Wetzel, II
                                            ------------------------------------
                                                Gus S. Wetzel, II, Director
</TABLE>


                                       24
<PAGE>   25

                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit No.                         Description                                     Page No.
- -----------                         -----------                                     --------

<S>           <C>                                                                   <C>
3.1            Articles of Incorporation of our Company (filed as                      **
               Exhibit 3(a) to our Company's Registration on Form S-4
               (Registration No. 33-54166) and incorporated herein
               by reference).

3.2            Bylaws of our Company                                                   __

4              Specimen certificate representing shares of our Company's               **
               $1.00 par value common stock (filed with our Company's Annual
               Report on Form 10-K for the year ended December 31, 1999 as
               Exhibit 4 and incorporated herein by reference).

10.1           Employment Agreement, dated November 3, 1997, between                   **
               the Registrant and James E. Smith (filed with the Registrant's
               Annual Report on Form 10-KSB for the year ended December 31,
               1997 as Exhibit 10.4 and incorporated herein by reference).*

10.2           Exchange National Bancshares, Inc. Incentive Stock Option Plan          **
               (filed with our Company's Annual Report on Form 10-K for the
               year ended December 31, 1999 as Exhibit 10.2 and incorporated
               herein by reference).

10.3           Form of Change of Control Agreement and schedule of parties thereto.*   __

13             The Registrant's 2000 Annual Report to Shareholders (only               __
               those portions of this Annual Report to Shareholders which
               are specifically incorporated by reference into this Annual
               Report on Form 10-K shall be deemed to be filed with
               the Commission)

21             List of Subsidiaries                                                    __
</TABLE>


- -----------------------
*       Management contracts or compensatory plans or arrangements required to
        be identified by Item 14(a).
**      Incorporated by reference from previous filings.



                                       25
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>2
<FILENAME>c61054ex3-2.txt
<DESCRIPTION>BYLAWS OF OUR COMPANY
<TEXT>

<PAGE>   1
                                                                     Exhibit 3.2


                                 RESTATED BYLAWS

                                       OF

                       EXCHANGE NATIONAL BANCSHARES, INC.








            As adopted by the Board of Directors on August 23, 2000.



<PAGE>   2


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                            Page
<S>                                                                                         <C>

ARTICLE I  OFFICES AND RECORDS...............................................................1
   1.1 Registered Office and Registered Agent................................................1
   1.2 Corporate Offices.....................................................................1
   1.3 Books and Records.....................................................................1
   1.4 Inspection of Records.................................................................1
ARTICLE II  SHAREHOLDERS.....................................................................2
   2.1 Place of Meetings.....................................................................2
   2.2 Annual Meetings.......................................................................2
   2.3 Special Meetings......................................................................2
   2.4 Consent of Shareholders in Lieu of Meeting............................................2
   2.5 Notice; Waiver of Notice..............................................................2
   2.6 Presiding Officials...................................................................3
   2.7 Business Which May be Transacted......................................................3
   2.8 Quorum................................................................................3
   2.9 Proxies...............................................................................4
   2.10 Voting...............................................................................4
   2.11 Registered Shareholders -- Exceptions -- Stock Ownership Presumed....................4
   2.12 Shareholders' Lists..................................................................5
ARTICLE III  BOARD OF DIRECTORS..............................................................5
   3.1 Number and Eligibility................................................................5
   3.2 Classes...............................................................................6
   3.3 Powers of the Board...................................................................6
   3.4 Offices...............................................................................6
   3.5 Meetings of the Newly Elected Board...................................................6
   3.6 Notice of Meetings; Waiver of Notice..................................................7
   3.7 Meetings by Conference Telephone or Similar Communications Equipment..................7
   3.8 Action Without a Meeting..............................................................7
   3.9 Quorum................................................................................8
   3.10 Vacancies............................................................................8
   3.11 Committees...........................................................................8
   3.12 Compensation of Directors and Committee Members......................................8
   3.13 Removal of Directors.................................................................9
   3.14 Nomination of Directors and Presentation of Business at Shareholder Meetings.........9
   3.15 Advisory Directors..................................................................11
ARTICLE IV  OFFICERS........................................................................11
   4.1 Designations.........................................................................11
   4.2 Term of Office.......................................................................11
   4.3 Other Agents.........................................................................12
   4.4 Removal..............................................................................12
   4.5 Salaries and Compensation............................................................12
   4.6 Delegation of Authority to Hire, Discharge and Designate Duties......................12
</TABLE>

                                       i
<PAGE>   3
<TABLE>
<S>                                                                                         <C>
   4.7 Chairman of the Board................................................................12
   4.8 President............................................................................13
   4.9 Vice Chairman of the Board...........................................................13
   4.10 Senior Vice Presidents..............................................................13
   4.11 Vice Presidents.....................................................................13
   4.12 Secretary...........................................................................14
   4.13 Treasurer...........................................................................14
   4.14 Duties of Officers May Be Delegated.................................................15
ARTICLE V  INDEMNIFICATION..................................................................15
   5.1 Indemnification, Generally...........................................................15
ARTICLE VI  STOCK...........................................................................15
   6.1 Payment for Shares of Stock..........................................................15
   6.2 Certificates for Shares of Stock.....................................................15
   6.3 Transfers of Shares -- Transfer Agent -- Registrar...................................16
   6.4 Closing of Transfer Books............................................................16
   6.5 Lost or Destroyed Certificates.......................................................17
   6.6 Regulations..........................................................................17
ARTICLE VII  CORPORATE FINANCE..............................................................17
   7.1 Fixing of Capital -- Transfers of Surplus............................................17
   7.2 Dividends............................................................................17
   7.3 Creation of Reserves.................................................................18
ARTICLE VIII  GENERAL PROVISIONS............................................................18
   8.1 Fiscal Year..........................................................................18
   8.2 Depositories.........................................................................18
   8.3 Directors' Annual Statement..........................................................18
   8.4 Contracts with Officers or Directors or Their Affiliates.............................18
   8.5 Amendments...........................................................................19
   8.6 Issuing Public Corporation; Control Share Acquisitions...............................19
   8.7 Rules of Construction................................................................19
</TABLE>



                                       ii
<PAGE>   4



                                 RESTATED BYLAWS

                                       OF

                       EXCHANGE NATIONAL BANCSHARES, INC.



                                    ARTICLE I
                               OFFICES AND RECORDS

        1.1     Registered Office and Registered Agent. The location of the
registered office and the name of the registered agent of the Corporation in the
State of Missouri shall be as stated in the Articles of Incorporation or as
shall be determined from time to time by the Board of Directors and on file in
the appropriate office of the State of Missouri pursuant to applicable
provisions of law. Unless otherwise permitted by law, the address of the
registered office of the Corporation and the address of the business office of
the registered agent shall be identical.

        1.2     Corporate Offices. The Corporation may have such corporate
offices anywhere within or without the State of Missouri as the Board of
Directors from time to time may determine or the business of the Corporation may
require. The "principal place of business" or "principal business office" or
"executive office" of the Corporation may be fixed and so designated from time
to time by the Board of Directors, but the location or residence of the
Corporation in the State of Missouri shall be deemed for all purposes to be in
the county in which its registered office in the State of Missouri is
maintained.

        1.3     Books and Records. The Corporation shall keep correct and
complete books and records of account, including the amount of its assets and
liabilities, minutes of its proceedings of its shareholders and Board of
Directors and the names and places of residence of its officers. The Corporation
shall keep at its registered office of principal place of business in the State
of Missouri, or at the office of its transfer agent in the State of Missouri, if
any, books and records in which shall be recorded the number of shares
subscribed, the names of the owners of the shares, the numbers owned by them
respectively, the amount paid for the shares, and by whom, and the transfer of
such shares with the date of transfer.

        1.4     Inspection of Records. A shareholder may, upon written demand,
inspect the records of the Corporation, pursuant to any statutory or other legal
right, during the usual and customary hours of business and in such manner as
will not unduly interfere with the regular conduct of the business of the
Corporation. A shareholder may delegate his right of inspection to a certified
or public accountant on the condition, to be enforced at the option of the
Corporation, that the shareholder and accountant agree with the Corporation to
furnish to the Corporation promptly a true and correct copy of each report with
respect to such inspection made by such accountant. No shareholder shall use,
permit to be used or acquiesce in the use by others of any information so
obtained to the detriment competitively of the Corporation, nor shall he furnish
or permit to be furnished any information so obtained to any competitor or
prospective competitor of the Corporation. The Corporation as a condition
precedent to any shareholder's inspection of the records of the Corporation may
require the shareholder to indemnify the Corporation, in such

<PAGE>   5

manner and for such amount as may be determined by the Board of Directors,
against any loss or damage which may be suffered by it arising out of or
resulting from any unauthorized disclosure made or permitted to be made by such
shareholder of information obtained in the course of such inspection.

                                   ARTICLE II
                                  SHAREHOLDERS

        2.1     Place of Meetings. All meetings of the shareholders shall be
held at the principal business office of the Corporation in the State of
Missouri, except such meetings as the Board of Directors to the extent
permissible by law expressly determines shall be held elsewhere, in which case
such meetings may be held, upon notice thereof as hereinafter provided, at such
other place or places, within or without the State of Missouri, as the Board of
Directors shall have determined, and as shall be stated in such notice.

        2.2     Annual Meetings. An annual meeting of shareholders shall be held
on the second Wednesday in June of each year, if not a bank holiday, and if a
bank holiday, then on the next banking day following, at 9:00 a.m. At each
annual meeting of shareholders, the shareholders entitled to vote thereat shall
elect directors by a majority vote to serve until expiration of their respective
term of office as specified in Article FIFTH of the Articles of Incorporation
and until their respective successors are duly elected and qualified, or until
their respective earlier resignation or removal, and may transact such other
business as may properly be brought before the meeting as provided in Bylaw
3.14.

        2.3     Special Meetings.

                (a)     Special meetings of the shareholders may be held for any
purpose or purposes and may be called by the Board of Directors, or by the
holders of, or by any officer or shareholder upon the written request of the
holders of not less than two-thirds (2/3) of all outstanding shares entitled to
vote at any such meeting, and shall be called by any officer directed to do so
by the Board of Directors.

                (b)     The "call" and the "notice" of any such meeting shall be
deemed to be synonymous.

        2.4     Consent of Shareholders in Lieu of Meeting. Any action required
to be taken or which may be taken at a meeting of the shareholders may be taken
without a meeting if consents in writing, setting forth the action so taken,
shall be signed by all of the shareholders entitled to vote with respect to the
subject matter thereof. Such consents shall have the same force and effect as a
unanimous vote of the shareholders at a meeting duly held. The Secretary shall
file such consents with the minutes of the meetings of the shareholders.

        2.5     Notice; Waiver of Notice.

                (a)     Written or printed notice of each meeting of the
shareholders, whether annual or special, stating the place, day and hour of the
meeting and, in case of a special meeting, the purpose or purposes thereof,
shall be delivered or given to each shareholder entitled

                                       2
<PAGE>   6

to vote at such meeting, as determined in accordance with Bylaw 6.4, either
personally or by mail, not less than 10 days or more than 70 days before the
date of the meeting, either personally or by mail, by or at the direction of the
President, the Secretary, or the officer or persons calling the meeting, to each
shareholder of record entitled to vote at such meeting, unless, as to a
particular matter, other or further notice is required by law, in which case
such other or further notice shall be given.

                (b)     Any notice to a shareholder of a shareholders' meeting
sent by mail shall be deemed to be delivered when deposited in the United States
mail with postage thereon prepaid, addressed to the shareholder at his address
as it appears on the records of the Corporation.

                (c)     Whenever any notice is required to be given to any
shareholder under the provisions of these Bylaws, or of the Articles of
Incorporation or of any law, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.

                (d)     To the extent provided by law, attendance of a
shareholder at any meeting shall constitute a waiver of notice of such meeting
except where a shareholder attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened.

        2.6     Presiding Officials. Every meeting of the shareholders, for
whatever purpose, shall be convened by the President, the Secretary or by the
officer or any of the persons who called the meeting by notice as above
provided. The meeting shall be presided over by the officers specified in Bylaws
4.7, 4.8 and 4.9; provided, however, that the shareholders at any meeting, by a
vote of two-thirds (2/3) or more of the outstanding shares of stock of the
Corporation entitled to vote, and notwithstanding anything to the contrary
contained elsewhere in these Bylaws, may select any persons of their choosing to
act as chairman and secretary of such meeting or any session thereof.

        2.7     Business Which May be Transacted.

                (a)     At each annual meeting of the shareholders, the
shareholders shall elect directors to hold office until expiration of such
director's term of office as specified in Article FIFTH of the Articles of
Incorporation and until such director's successor is duly elected and qualified
or until such director's earlier resignation or removal. At the annual meeting,
the shareholders may transact such other business as may be properly brought
before an annual meeting pursuant to Bylaw 3.14.

                (b)     Business transacted at all special meetings of the
shareholders shall be confined to the purpose or purposes stated in the notices
of such meetings.

        2.8     Quorum. Unless otherwise provided by the Articles of
Incorporation or these Bylaws, a majority of the outstanding shares entitled to
vote at any meeting represented in person or by proxy, shall constitute a quorum
at all meetings of the shareholders; provided, that in no event shall a quorum
consist of less than a majority of the outstanding shares entitled to

                                       3
<PAGE>   7

vote, but less than such quorum shall have the right successively to adjourn the
meeting, without notice to any shareholder not present at the meeting, to a
specified date no later than 60 days after such adjournment. The affirmative
vote of a majority of shares entitled to vote on the subject matter and
represented in person or by proxy at a meeting at which a quorum is present
shall be valid as an act of the shareholders, unless a larger vote is required
by law, by the Articles of Incorporation or by these Bylaws. At any subsequent
session of the meeting at which a quorum is present in person or by proxy any
business may be transacted which could have been transacted at the initial
session of the meeting if a quorum had been present.

        2.9     Proxies. At any meeting of the shareholders every shareholder
having the right to vote shall be entitled to vote in person or by proxy
executed in writing by such shareholder or by his duly authorized attorney in
fact. No proxy shall be valid after 11 months from the date of its execution,
unless otherwise provided in the proxy.

        2.10    Voting.

                (a)     Unless otherwise provided in the Articles of
Incorporation, each shareholder shall have one vote for each share of stock
entitled to vote under the provisions of the Articles of Incorporation and which
is registered in his name on the books of the Corporation.

                (b)     Unless otherwise provided in the Articles of
Incorporation, each shareholder in the election of directors shall have one vote
for each share of stock entitled to vote.

                (c)     No person shall be admitted to vote on any shares of the
Corporation belonging or hypothecated to the Corporation.

                (d)     If the Board of Directors does not close the transfer
books or set a record date for the determination of its shareholders entitled to
notice of, and to vote at, a meeting of shareholders, only those persons who are
shareholders of record at the close of business on the 20th day preceding the
date of such meeting shall be entitled to notice of, and to vote at, such
meeting and any adjournment of such meeting; except that, if prior to such
meeting written waivers of notice of such meeting are signed and delivered to
the Corporation by all of the shareholders of record at the time such meeting is
convened, only those persons who are shareholders of record at the time such
meeting is convened shall be entitled to vote at such meeting, and any
adjournment thereof.

        2.11    Registered Shareholders -- Exceptions -- Stock Ownership
Presumed. The Corporation shall be entitled to treat the holders of the shares
of stock of the Corporation, as recorded on the stock record or transfer books
of the Corporation, as the holders of record and as the holders and owners in
fact thereof, and, accordingly, the Corporation shall not be required to
recognize any equitable or other claim to or interest in any such shares on the
part of any other person, firm, partnership, corporation or association, whether
or not the Corporation shall have express or other notice thereof, except as is
otherwise expressly required by law, and the term "shareholder" as used in these
Bylaws means one who is a holder of record of shares of the

                                       4
<PAGE>   8

Corporation; provided, however, that if permitted by law:

                (a)     shares standing in the name of another corporation,
domestic or foreign, may be voted by such officer, agent or proxy as the bylaws
of such corporation may prescribe, or, in the absence of such provision, as the
board of directors of such corporation may determine;

                (b)     shares standing in the name of a deceased person may be
voted by his personal representative, either in person or by proxy; and shares
standing in the name of a conservator or trustee may be voted by such fiduciary,
either in person or by proxy, but no conservator or trustee shall be entitled,
as such fiduciary, to vote shares held by him without a transfer of such shares
into his name;

                (c)     shares standing in the name of a receiver may be voted
by such receiver, and shares held by or under the control of a receiver may be
voted by such receiver without the transfer thereof into his name if authority
so to do be contained in an appropriate order of the court by which such
receiver was appointed; and

                (d)     a shareholder whose shares are pledged shall be entitled
to vote such shares until the shares have been transferred into the name of the
pledgee, and thereafter the pledgee shall be entitled to vote the shares so
transferred.

        2.12    Shareholders' Lists.

                (a)     A complete list of the shareholders entitled to vote at
each meeting of the shareholders, arranged in alphabetical order, with the
address of and the number of voting shares held by each, shall be prepared by
the officer of the Corporation having charge of the stock transfer books of the
Corporation, and shall, for a period of 10 days prior to the meeting, be kept on
file at the registered office of the Corporation in the State of Missouri and
shall at any time during the usual hours for business be subject to inspection
by any shareholder. Such list or a duplicate thereof shall also be produced and
kept open at the time and place of the meeting and shall be subject to the
inspection of any shareholder during the whole time of the meeting. The original
share ledger or transfer book, or a duplicate thereof kept in the State of
Missouri, shall be prima facie evidence as to who are the shareholders entitled
to examine such list, share ledger or transfer book or to vote at any meeting of
shareholders.

                (b)     Failure to comply with the foregoing shall not affect
the validity of any action taken at any such meeting.


                                  ARTICLE III
                               BOARD OF DIRECTORS

        3.1     Number and Eligibility. Unless and until changed by the Board of
Directors as hereinafter provided, the number of directors to constitute the
Board of Directors shall be the same number as that provided for the first Board
in the Articles of Incorporation or, if not so provided, shall be the same as
the number of persons named by the incorporator or

                                       5
<PAGE>   9

incorporators to constitute the first Board of Directors of the Corporation.
Each director shall hold such office until expiration of such director's term of
office as specified in Article FIFTH of the Articles of Incorporation and until
such director's successor is duly elected and qualified or until such director's
earlier resignation or removal. The Board of Directors shall have the power to
change the number of directors by resolution adopted by a majority of the whole
Board, provided that, within 30 days after any such change, the Secretary of the
State of Missouri shall be given notice of any such change. Directors need not
be shareholders of the Corporation unless the Articles of Incorporation at any
time so require. No person shall be eligible to stand for election as a director
if he or she has been convicted of a felony by a court of competent jurisdiction
where such conviction is no longer subject to direct appeal. No person shall
serve on the Board beyond the end of the term in which he or she attains his or
her 75th birthday, nor shall any person, following his or her 75th birthday, be
eligible to stand for election as a director.

        3.2     Classes. The Board of Directors shall be divided into three
classes, in accordance with the provisions of the Articles of Incorporation.

        3.3     Powers of the Board. The property and business of the
Corporation shall be controlled and managed by the directors, acting as a Board.
The Board shall have and is vested with all powers and authorities, except as
may be expressly limited by law, the Articles of Incorporation or these Bylaws,
to do or cause to be done any and all lawful things for and in behalf of the
Corporation, to exercise or cause to be exercised any or all of its powers,
privileges and franchises, and to seek the effectuation of its objects and
purposes.

        3.4     Offices. The directors may have one or more offices, and keep
the books of the Corporation (except the original or duplicate stock ledgers,
and such other books and records as may by law be required to be kept at a
particular place) at such place or places within or without the State of
Missouri as the Board of Directors may from time to time determine.

        3.5     Meetings of the Newly Elected Board. The members of each newly
elected Board (a) shall meet at such time and place, either within or without
the State of Missouri, as shall be suggested or provided for by resolution of
the shareholders at the annual meeting, and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present, or (b) if not so suggested or
provided for by resolution of the shareholders, or if a quorum shall not be
present, may meet at such time and place as shall be consented to in writing by
a majority of the newly elected directors, provided that written or printed
notice of such meeting shall be mailed, sent by telegram or delivered to each of
the other directors in the same manner as provided in Bylaw 3.6(b) with respect
to the giving of notice for special meetings of the Board except that it shall
not be necessary to state the purpose of the meeting in such notice, or (c)
regardless of whether or not the time and place of such meeting shall be
suggested or provided for by resolution of the shareholders at the annual
meeting, may meet at such time and place as shall be consented to in writing by
all of the newly elected directors. Each director, upon his election, shall
qualify by accepting the office of director, and his attendance at, or his
written approval of the minutes of, any meeting of the newly elected directors
shall constitute his acceptance of such office; or he may execute such
acceptance by a separate writing, which shall be placed in the minute book.


                                       6
<PAGE>   10

        3.6     Notice of Meetings; Waiver of Notice.

                (a)     Regular Meetings. Regular meetings of the Board may be
held without notice at such times and places either within or without the State
of Missouri as shall from time to time be fixed by resolution adopted by the
full Board of Directors. Any business may be transacted at a regular meeting.

                (b)     Special Meetings.

                        (i)     Special meetings of the Board may be called at
any time by the Chairman of the Board, the President, or by any three or more of
the directors. The place may be within or without the State of Missouri as
designated in the notice.

                        (ii)    Written or printed notice of each special
meeting of the Board, stating the place, day and hour of the meeting and the
purpose or purposes thereof, shall be mailed to each director at least three
days before the day on which the meeting is to be held, or shall be delivered to
him personally or sent to him by telegram at least two days before the day on
which the meeting is to be held. If mailed, such notice shall be deemed to be
delivered when it is deposited in the United States mail with postage thereon
prepaid, addressed to the director at his residence or usual place of business.
If given by telegraph, such notice shall be deemed to be delivered when it is
delivered to the telegraph company. The notice may be given by any officer
having authority to call the meeting or by any director.

                        (iii)   "Notice" and "call" with respect to such
meetings shall be deemed to be synonymous.

                (c)     Waiver of Notice. Whenever any notice is required to be
given to any director under the provisions of these Bylaws, or of the Articles
of Incorporation or of any law, a waiver thereof in writing signed by such
director, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice. Attendance of a director at any meeting
shall constitute a waiver of notice of such meeting except where a director
attends a meeting for the express purposes of objecting to the transaction of
any business because the meeting is not lawfully called or convened.

        3.7     Meetings by Conference Telephone or Similar Communications
Equipment. Unless otherwise restricted by the Articles of Incorporation or these
Bylaws or by law, members of the Board of Directors of the Corporation, or any
committee designated by the Board, may participate in a meeting of the Board or
committee by means of conference telephone or similar communications equipment
whereby all persons participating in the meeting can hear each other, and
participation in a meeting in such manner shall constitute presence in person at
the meeting.

        3.8     Action Without a Meeting. Any action which is required to be or
may be taken at a meeting of the directors, or of the executive committee or any
other committee of the directors, may be taken without a meeting if consents in
writing, setting forth the action so taken, are signed by all of the members of
the Board or of the committee as the case may be. The consents shall have the
same force and effect as a unanimous vote at a meeting duly held. The


                                       7
<PAGE>   11

Secretary shall file such consents with the minutes of the meetings of the Board
of Directors or of the committee as the case may be.

        3.9     Quorum. At all meetings of the Board, a majority of the full
Board of Directors shall, unless a greater number as to any particular matter is
required by law, the Articles of Incorporation or these Bylaws, constitute a
quorum for the transaction of business. The act of a majority of the directors
present at any meeting of the Board of Directors at which a quorum is present
shall be the act of the Board of Directors, unless the act of a greater number
is required by law, the Articles of Incorporation or these Bylaws.

        3.10    Vacancies. Unless otherwise provided in the Articles of
Incorporation, these Bylaws or by law, vacancies on the Board of Directors and
newly created directorships resulting from any increase in the number of
directors to constitute the Board may be filled by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director,
until the next election of the class of directors for which such directors shall
have been chosen and until their successors shall be elected and qualified or
until their respective earlier resignation or renewal.

        3.11    Committees.

                (a)     The Board of Directors may, by resolution or resolutions
adopted by a majority of the whole Board of Directors, designate two or more
directors of the Corporation to constitute one or more committees (including
without limitation an executive committee). Each such committee, to the extent
provided in such resolution or resolutions, shall have and may exercise all of
the authority of the Board of Directors in the management of the Corporation;
provided, however, that the designation of each such committee and the
delegation thereto of authority shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility imposed upon it or him
by law.

                (b)     Each such committee shall keep regular minutes of its
proceedings, which minutes shall be recorded in the minute book of the
Corporation. The Secretary or an Assistant Secretary of the Corporation may act
as Secretary for each such committee if the committee so requests.

        3.12    Compensation of Directors and Committee Members. Directors,
including Advisory Directors, and members of all committees shall not receive
any stated salary for their services as such, unless authorized by resolution of
the Board of Directors. Also, by resolution of the Board, a fixed sum and
expenses of attendance, if any, may be allowed for attendance at each regular or
special meeting of the Board or committee. Nothing herein contained shall be
construed to preclude any director or committee member from serving the
Corporation in any other capacity and receiving compensation therefor.


                                       8
<PAGE>   12

        3.13    Removal of Directors. Directors may be removed only in the
manner provided in the Corporation's Certificate of Incorporation.

        3.14    Nomination of Directors and Presentation of Business at
Shareholder Meetings.

                (a)     Nominations of persons for election to the Board of
Directors and the proposal of business to be considered by the shareholders may
be made at an annual meeting of shareholders (i) pursuant to the Corporation's
notice of meeting, (ii) by or at the direction of the Board of Directors or
(iii) by any shareholder who was a shareholder of record at the time of the
giving of notice provided for in this Bylaw 3.14, who is entitled to vote
thereon at the meeting and who complied with the notice procedures set forth in
this Bylaw 3.14.

                (b)     For nominations or other business to be properly brought
before an annual meeting by a shareholder pursuant to clause (iii) of section
(a) of this Bylaw 3.14, the shareholder must have given timely notice thereof in
writing to the Secretary of the Corporation. To be timely, a shareholder's
notice shall be delivered to the Secretary at the principal executive offices of
the Corporation not less than 60 days prior to the first anniversary of the
preceding year's annual meeting, provided that notices for nominations may be
delivered to the Secretary not less than 30 days prior to such anniversary;
provided, however, that in the event that the date of the annual meeting is
advanced by more than 30 days or delayed by more than 60 days from such
anniversary date, notice by the shareholder to be timely must be so delivered
not later than the close of business on the later of (i) the 60th day (in the
case of nominations, the 30th day) prior to such annual meeting or (ii) the 10th
day following the date on which public announcement of the date of such meeting
is first made. Such shareholder's notice shall set forth as to each person whom
the shareholder proposes to nominate for election or reelection as a Director:
(a) the name and address of the shareholder who intends to make the nomination
and of the person or persons to be nominated; (b) a representation that such
shareholder is a holder of record of stock of the Corporation entitled to vote
in the election of directors at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the
notice; (c) the name and address of such shareholder, as it appears on the
Corporation's books, and of the beneficial owner (as such term is defined in
Rule 240.13d-3 of the Securities Exchange Act of 1934, as amended, ("Exchange
Act") (17 C.F.R. Section 240.13d-3)), if any, on whose behalf the nomination is
made; (d) the class and number of shares of the Corporation which are owned
beneficially (as such term is defined in Rule 240.13d-3 of the Exchange Act (17
C.F.R. Section 240.13d-3)) and of record by the nominating shareholder and each
nominee proposed by such shareholder; (e) a description of all arrangements or
understandings between the shareholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the shareholder; (f) such other information
regarding each nominee proposed by such shareholder as would have been required
to be included in a proxy statement filed pursuant to Regulation 14A (17 C.F.R.
Section 240.14a-l et seq.) as then in effect under the Exchange Act, had the
nominee been nominated, or intended to be nominated, by the Board of Directors;
and (g) the consent of each nominee to serve as a Director of the Corporation if
so elected. As to any other business that the shareholder proposes to bring
before the meeting, a shareholder's notice to the Secretary shall set forth as
to each matter: (a) a brief description of the business desired to be brought
before the annual

                                       9
<PAGE>   13
meeting; (b) the information required by subsections (b), (c) and (d) above; (c)
the reason for conducting such business at the meeting and any material interest
of the shareholder or such beneficial owner in such business; and (d) all other
information with respect to each such matter as would have been required to be
included in a proxy statement filed pursuant to Regulation 14A (17 C.F.R.
Section 240.14a-l et seq.) as then in effect under the Exchange Act, had proxies
been solicited by the Board of Directors with respect thereto. Notwithstanding
anything in this Bylaw 3.14(b) to the contrary, in the event that the number of
Directors to be elected to the Board of Directors is increased and there is no
public announcement naming all of the nominees for Director or specifying the
size of the increased Board of Directors made by the Corporation at least 40
days prior to the first anniversary of the preceding year's annual meeting, a
shareholder's notice shall also be considered timely, but only with respect to
nominees for any new positions created by such increase, if it shall be
delivered to the Secretary at the principal executive offices of the Corporation
not later than the close of business on the 10th day following the day on which
such public announcement is first made by the Corporation.

                (c)     Only such business shall be conducted at a special
meeting of shareholders as shall have been brought before the meeting pursuant
to the Corporation's notice of meeting. Nominations of persons for election to
the Board of Directors may be made at a special meeting of shareholders with
regard to which the Board of Directors has determined that Directors are to be
elected (i) pursuant to the Corporation's notice of meeting, (ii) by or at the
direction of the Board of Directors, or (iii) by any shareholder who is a
shareholder of record at the time of the giving of notice provided for in this
Bylaw 3.14, who shall be entitled to vote for the election of Directors at the
meeting and who complies with the notice procedures set forth in the last
sentence of this section (c) of this Bylaw 3.14. In the event the Corporation
calls a special meeting of shareholders for the purpose of electing one or more
Directors to the Board, any such shareholder may nominate a person or persons
(as the case may be) for election to such position(s) as specified in the
Corporation's notice of meeting, if the shareholder's notice setting forth the
information required by section (b) of this Bylaw 3.14 shall be delivered to the
Secretary at the principal executive offices of the Corporation not later than
the close of business on the later of (i) the 30th day prior to such special
meeting or (ii) the 10th day following the day on which public announcement is
first made of the date of the special meeting and of the nominees proposed by
the Board of Directors to be elected at such meeting.

                (d)     Only such persons who are nominated in accordance with
the procedures set forth in this Bylaw 3.14 shall be eligible to serve as
Directors and only such business shall be conducted at a meeting of shareholders
as shall have been brought before the meeting in accordance with the procedures
set forth in this Bylaw 3.14. The chairman of the meeting of shareholders shall
have the power and duty to determine whether a nomination or any business
proposed to be brought before the meeting was made in accordance with the
procedures set forth in this Bylaw 3.14 and, if any proposed nomination or
business is not in compliance with this Bylaw 3.14, to declare that such
defective nominations or proposal shall be disregarded.

                (e)     For purposes of this Bylaw 3.14, "public announcement"
shall mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant to
Sections 13, 14 or 15(d) of the Exchange Act.


                                       10
<PAGE>   14

                (f)     Notwithstanding the foregoing provisions of this Bylaw
3.14, a shareholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this Bylaw 3.14. To the extent Bylaw 3.14 shall be deemed
by the Board of Directors or the Securities and Exchange Commission, or adjudged
by a court of competent jurisdiction, to be inconsistent with the rights of
shareholders to request inclusion of a proposal in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act, such rule shall
prevail.

        3.15    Advisory Directors. The Board of Directors may also include
Advisory Directors chosen by a majority vote of the Board of Directors. Advisory
Directors may participate in all meetings of the Board of Directors, but will
not be entitled to vote at such meetings. Advisory Directors shall have the
right to participate in all discussions with respect to any and all items of
business brought before the Board of Directors at such meetings other than any
matter as to which a majority of the Board of Directors determines in good faith
that consideration of such matter should be limited to voting Directors.
Compensation of Advisory Directors shall be determined by the Board of
Directors. The term of each Advisory Director shall be determined by the Board
of Directors.

                                   ARTICLE IV
                                    OFFICERS

        4.1     Designations.

                (a)     The officers of the Corporation shall be a Chairman of
the Board, a President, a Vice Chairman of the Board, one or more Senior Vice
Presidents, one or more Vice Presidents, a Secretary and a Treasurer. The Board
shall elect a President and Secretary at its first meeting after each annual
meeting of the shareholders. The Board then, or from time to time, may also
elect one or more of the other prescribed officers as it shall deem advisable,
but need not elect any officers other than a President and a Secretary. The
Board may, if it desires, elect or appoint additional officers and may further
identify or describe any one or more of the officers of the Corporation.

                (b)     The officers of the Corporation need not be members of
the Board of Directors. Any two or more offices may be held by the same person.

                (c)     An officer shall be deemed qualified when he enters upon
the duties of the office to which he has been elected or appointed and furnishes
any bond required by the Board; but the Board may also require his written
acceptance and promise faithfully to discharge the duties of such office.

        4.2     Term of Office. Each officer of the Corporation shall hold his
office at the pleasure of the Board of Directors or for such other period as the
Board may specify at the time of his election or appointment, or until his
death, resignation or removal by the Board, whichever first occurs. In any
event, each officer of the Corporation who is not reelected or reappointed at
the annual election of officers by the Board next succeeding his election or
appointment shall be deemed to have been removed by the Board, unless the Board
provides otherwise at the time of

                                       11
<PAGE>   15

his election or appointment.

        4.3     Other Agents. The Board from time to time may appoint such other
agents for the Corporation as the Board shall deem necessary or advisable, each
of whom shall serve at the pleasure of the Board or for such period as the Board
may specify, and shall exercise such powers, have such titles and perform such
duties as shall be determined from time to time by the Board or by an officer
empowered by the Board to make such determinations.

        4.4     Removal. Any officer or agent elected or appointed by the Board
of Directors, and any employee, may be removed or discharged by the Board
whenever in its judgment the best interests of the Corporation would be served
thereby, but such removal or discharge shall be without prejudice to the
contract rights, if any, of the person so removed or discharged.

        4.5     Salaries and Compensation. Salaries and compensation of all
elected officers of the Corporation shall be fixed, increased or decreased by
the Board of Directors, but this power, except as to the salary or compensation
of the Chairman of the Board and the President, may, unless prohibited by law,
be delegated by the Board to the Chairman of the Board, the President or a
committee. Salaries and compensation of all appointed officers and agents, and
of all employees of the Corporation, may be fixed, increased or decreased by the
Board of Directors, but until action is taken with respect thereto by the Board
of Directors, the same may be fixed, increased or decreased by the President or
by such other officer or officers as may be empowered by the Board of Directors
to do so.

        4.6     Delegation of Authority to Hire, Discharge and Designate Duties.
The Board from time to time may delegate to the Chairman of the Board, the
President or other officer or executive employee of the Corporation, authority
to hire, discharge and fix and modify the duties and salary or other
compensation or employees of the Corporation under their jurisdiction, and the
Board may delegate to such officer or executive employee similar authority with
respect to obtaining and retaining for the Corporation the services of
attorneys, accountants and other experts.

        4.7     Chairman of the Board. If a Chairman of the Board be elected, he
shall, except as otherwise provided for in Bylaw 2.6, preside at all meetings of
the shareholders and directors at which he may be present and shall have such
other duties, powers and authority as may be prescribed elsewhere in these
Bylaws. The Board of Directors may delegate such other authority and assign such
additional duties to the Chairman of the Board, other than those conferred by
law exclusively upon the President, as the Board may from time to time
determine, and, to the extent permissible by law, the Board may designate the
Chairman of the Board as the chief executive officer of the Corporation with all
of the powers otherwise conferred upon the President of the Corporation under
Bylaw 4.8, or the Board may, from time to time, divide the responsibilities,
duties and authority for the general control and management of the Corporation's
business and affairs between the Chairman of the Board and the President. If the
Chairman of the Board is designated as the chief executive officer of the
Corporation or to have the powers of the chief executive officer coextensively
with the President, notice thereof shall be given to the extent and in the
manner as may be required by law.


                                       12
<PAGE>   16

        4.8     President.

                (a)     Unless the Board otherwise provides, the President shall
be the chief executive officer of the Corporation with such general executive
powers and duties of supervision and management as are usually vested in the
office of the chief executive officer of a corporation, and he shall carry into
effect all directions and resolutions of the Board. Except as otherwise provided
for in Bylaw 2.6, the President, in the absence of the Chairman of the Board or
if there be no chairman of the board, shall preside at all meetings of the
shareholders and directors.

                (b)     The President may execute all bonds, notes, debentures,
mortgages and other contracts requiring a seal, under the seal of the
Corporation, may cause the seal to be affixed thereto, and may execute all other
instruments for and in the name of the Corporation.

                (c)     Unless the Board otherwise provides, the President, or
any person designated in writing by him, may (i) attend meetings of shareholders
of other corporations to represent this Corporation thereat and to vote or take
action with respect to the shares of any such corporation owned by this
Corporation in such manner as he or his designee may determine, and (ii) execute
and deliver waivers of notice and proxies for and in the name of this
Corporation with respect to shares of any such corporation owned by this
Corporation.

                (d)     The President shall, unless the Board otherwise
provides, be an ex officio member of all standing committees.

                (e)     The President shall have such other or further duties
and authority as may be prescribed elsewhere in these Bylaws or from time to
time by the Board of Directors.

                (f)     If a Chairman of the Board be elected and designated as
the chief executive officer of the Corporation, as provided in Bylaw 4.7, the
President shall perform such duties as may be specifically delegated to him by
the Board of Directors or are conferred by law exclusively upon him, and in the
absence or disability of the Chairman of the Board or in the event of his
inability or refusal to act, the President shall perform the duties and exercise
the powers of the Chairman of the Board.

        4.9     Vice Chairman of the Board. In the absence or disability of the
Chairman of the Board or in the event of his inability or refusal to act, the
Vice Chairman of the Board may perform the duties and exercise the powers of the
Chairman of the Board, until the Board otherwise provides. The Vice Chairman of
the Board shall perform such other duties as the Board shall from time to time
prescribe.

        4.10    Senior Vice Presidents. In the absence or disability of the
President or in the event of his inability or refusal to act, any Senior Vice
President may perform the duties and exercise the powers of the President, until
the Board otherwise provides. Senior Vice Presidents shall perform such other
duties as the Board shall from time to time prescribe.

        4.11    Vice Presidents. In the absence or disability of any Senior Vice
President or in the event of his inability or refusal to act, any Vice President
may perform the duties and

                                       13
<PAGE>   17

exercise the powers of the Senior Vice President, until the Board otherwise
provides. Vice Presidents shall perform such other duties as the Board shall
from time to time prescribe.

        4.12    Secretary.

                (a)     The Secretary shall attend all meetings of the Board
and, except as otherwise provided for in Bylaw 2.6, all meetings of the
shareholders. He shall prepare minutes of all proceedings at such meetings and
shall preserve them in a minute book of the Corporation. He shall perform
similar duties for each executive and standing committee when requested by the
Board or such committee.

                (b)     The Secretary shall see that all books, records, lists
and information, or duplicates, required to be maintained at the registered or
other office of the Corporation in the State of Missouri, or elsewhere, are so
maintained.

                (c)     The Secretary shall keep in safe custody the seal of the
Corporation and when duly authorized to do so shall affix the seal of the
Corporation to any instrument requiring a corporate seal, and, when so affixed,
he shall be authorized to attest the seal by his signature.

                (d)     The Secretary shall perform such other duties and have
such other responsibility and authority as may be prescribed elsewhere in these
Bylaws or from time to time by the Board of Directors or the chief executive
officer of the Corporation, under whose direct supervision the Secretary shall
be.

                (e)     The Secretary shall have the general duties, powers and
responsibilities of a secretary of a corporation.

                (f)     In the absence or disability of the Secretary or in the
event of his inability or refusal to act, any Assistant Secretary may perform
the duties and exercise the powers of the Secretary until the Board of Directors
otherwise provides. Assistant Secretaries shall perform such other duties and
have such other authority as the Board of Directors may from time to time
prescribe.

        4.13    Treasurer.

                (a)     The Treasurer shall have responsibility for the
safekeeping of the funds and securities of the Corporation, shall keep or cause
to be kept full and accurate accounts of receipts and disbursements in books
belonging to the Corporation and shall keep, or cause to be kept, all other
books of account and accounting records of the Corporation. He shall deposit or
cause to be deposited all moneys and other valuable effects in the name and to
the credit of the Corporation in such depositories as may be designated by the
Board of Directors or by any officer of the Corporation to whom such authority
has been granted by the Board.

                (b)     The Treasurer shall disburse, or permit to be disbursed,
the funds of the Corporation as may be ordered, or authorized generally, by the
Board, and shall render to the chief executive officer of the Corporation and
the directors, whenever they may require, an

                                       14
<PAGE>   18

account of all his transactions as treasurer and of those under his
jurisdiction, and of the financial condition of the Corporation.

                (c)     The Treasurer shall perform such other duties and shall
have such other responsibility and authority as may be prescribed elsewhere in
these Bylaws or from time to time by the Board of Directors.

                (d)     The Treasurer shall have the general duties, powers and
responsibilities of a treasurer of a Corporation, and shall, unless otherwise
provided by the Board, be the chief financial and accounting officer of the
Corporation.

                (e)     If required by the Board, the Treasurer shall give the
Corporation a bond in a sum and with one or more sureties satisfactory to the
Board for the faithful performance of the duties of his office and for the
restoration to the Corporation, in the case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his control which
belong to the Corporation.

                (f)     In the absence or disability of the Treasurer or in the
event of his inability or refusal to act, any Assistant Treasurer may perform
the duties and exercise the powers of the Treasurer until the Board otherwise
provides. Assistant Treasurers shall perform such other duties and have such
other authority as the Board may from time to time prescribe.

        4.14    Duties of Officers May Be Delegated. If any officer of the
Corporation be absent or unable to act, or for any other reason that the Board
may deem sufficient, the Board may delegate, for the time being, some or all of
the functions, duties, powers and responsibilities of any officer to any other
officer, or to any other agent or employee of the Corporation or other
responsible person, provided a majority of the full Board of Directors concurs.

                                   ARTICLE V
                                 INDEMNIFICATION

        5.1     Indemnification, Generally. The Corporation shall indemnify
eligible persons in accordance with Article TENTH of the Articles of
Incorporation.

                                   ARTICLE VI
                                      STOCK

        6.1     Payment for Shares of Stock. The Corporation shall not issue
shares of stock except for money paid, labor done or property actually received;
provided, however, that shares may be issued in consideration of valid bona fide
antecedent debts. No note or obligation given by any shareholder, whether
secured by deed of trust, mortgage or otherwise, shall be considered as payment
of any part of any share or shares, and no loan of money for the purpose of such
payment shall be made by the Corporation.

        6.2     Certificates for Shares of Stock. The certificates for shares of
stock of the Corporation shall be numbered and shall be in such form as may be
prescribed by the Board of


                                       15
<PAGE>   19

Directors in conformity with law. The issuance of shares shall be entered in the
stock books of the Corporation as they are issued. Such entries shall show the
name and address of the person, firm, partnership, corporation or association to
whom each certificate is issued. Each certificate shall have printed, typed or
written thereon the name of the person, firm, partnership, corporation or
association to whom it is issued and the number of shares represented thereby.
It shall be signed by the President or a Vice President or, if permitted by law,
the Chairman of the Board and by the Secretary or an Assistant Secretary or the
Treasurer or an Assistant Treasurer of the Corporation, and sealed with the seal
of the Corporation. Any or all the signatures on such certificate may be
facsimiles and the seal may be facsimile, engraved or printed. In case any such
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon any such certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, such certificate
may nevertheless be issued by the Corporation with the same effect as if such
person were such officer, transfer agent or registrar at the date of issue.

        6.3     Transfers of Shares -- Transfer Agent -- Registrar. Transfers of
shares of stock shall be made on the stock record or transfer books of the
Corporation only by the person named in the stock certificate, or by his
attorney lawfully constituted in writing, and upon surrender of the certificate
therefor. The stock record book and other transfer records shall be in the
possession of the Secretary or of a transfer agent for the Corporation. The
Corporation, by resolution of the Board, may from time to time appoint a
transfer agent and, if desired, a registrar, under such arrangements and upon
such terms and conditions as the Board deems advisable, but until and unless the
Board appoints some other person, firm or corporation as its transfer agent (and
upon the revocation of any such appointment, thereafter until a new appointment
is similarly made) the Secretary of the Corporation shall be the transfer agent
of the Corporation without the necessity of any formal action of the Board, and
the Secretary, or any person designated by him, shall perform all of the duties
of such transfer agent.

        6.4     Closing of Transfer Books. The Board of Directors shall have
power to close the stock transfer books of the Corporation for a period not
exceeding 70 days preceding the date of any meeting of the shareholders, or the
date of payment of any dividend, or the date for the allotment of rights, or the
date when any change or conversion or exchange of shares shall go into effect;
provided, however, that in lieu of closing the stock transfer books, the Board
of Directors may fix in advance a date, not exceeding 70 days preceding the date
of any meeting of shareholders, or the date for the payment of any dividend, or
the date for the allotment of rights, or the date when any change or conversion
or exchange of shares shall go into effect, as a record date for the
determination of the shareholders entitled to notice of, and to vote at, any
such meeting and any adjournment thereof, or entitled to receive payment of any
such dividend, or entitled to any such allotment of rights, or entitled to
exercise the rights in respect of any such change, conversion or exchange of
shares. In such case only the shareholders who are shareholders of record on the
date of closing of the transfer books or on the record date so fixed shall be
entitled to notice of, and to vote at, such meeting, and any adjournment
thereof, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, as the case may be, notwithstanding any
transfer of any shares on the books of the Corporation after such date of
closing of the transfer books or such record date fixed as aforesaid.


                                       16
<PAGE>   20

        6.5     Lost or Destroyed Certificates. In case of the loss or
destruction of any certificate for shares of stock of the Corporation, another
may be issued in its place upon proof of such loss or destruction and upon the
giving of a satisfactory bond of indemnity to the Corporation and the transfer
agent and registrar, if any, in such sum as the Board of Directors may provide;
provided, however, that a new certificate may be issued without requiring a bond
when in the judgment of the Board it is proper to do so.

        6.6     Regulations. The Board of Directors shall have power and
authority to make all such rules and regulations as it may deem expedient
concerning the issue, transfer, conversion and registration of certificates for
shares of stock of the Corporation, not inconsistent with the laws of the State
of Missouri, the Articles of Incorporation or these Bylaws.

                                  ARTICLE VII
                                CORPORATE FINANCE

        7.1     Fixing of Capital -- Transfers of Surplus. Except as may be
specifically otherwise provided in the Articles of Incorporation, the Board of
Directors is expressly empowered to exercise all authority conferred upon it or
the Corporation by any law or statute, and in conformity therewith, relative to:

                (a)     determining what part of the consideration received for
shares of the Corporation shall be stated capital;

                (b)     increasing stated capital;

                (c)     transferring surplus to stated capital;

                (d)     determining the consideration to be received by the
Corporation for its shares; and

                (e)     determining all similar or related matters;

provided that any concurrent action or consent by or of the Corporation and its
shareholders, required to be taken or given pursuant to law, shall be duly taken
or given in connection therewith.

        7.2     Dividends.

                (a)     Dividends on the outstanding shares of the Corporation,
subject to the provisions of the Articles of Incorporation and of any applicable
law, may be declared by the Board of Directors at any meeting. Dividends may be
paid in cash, in property or in shares of the Corporation's stock.

                (b)     Liquidating dividends or dividends representing a
distribution of paid-in surplus or a return of capital shall be made only when
and in the manner permitted by law.


                                       17
<PAGE>   21

        7.3     Creation of Reserves. Before the payment of any dividend, there
may be set aside out of any funds of the Corporation available for dividends
such sum or sums as the Board of Directors from time to time deems proper as a
reserve fund or funds to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for any other
purpose deemed by the Board to be conducive to the interests of the Corporation,
and the Board may abolish any such reserve in the manner in which it was
created.

                                  ARTICLE VIII
                               GENERAL PROVISIONS

        8.1     Fiscal Year. The Board of Directors shall have power to fix and
from time to time change the fiscal year of the Corporation. In the absence of
action by the Board of Directors, the fiscal year of the Corporation shall end
each year on the date which the Corporation treated as the close of its first
fiscal year, until such time, if any, as the fiscal year shall be changed by the
Board of Directors.

        8.2     Depositories. The moneys of the Corporation shall be deposited
in the name of the Corporation in such bank or banks or other depositories as
the Board of Directors shall designate, and shall be drawn out only by check or
draft signed by persons designated by resolution adopted by the Board of
Directors, except that the Board of Directors may delegate said powers in the
manner hereinafter provided in this Bylaw 8.2. The Board of Directors may by
resolution authorize an officer or officers of the Corporation to designate any
bank or banks or other depositories in which moneys of the Corporation may be
deposited, and to designate the persons who may sign checks or drafts on any
particular account or accounts of the Corporation, whether created by direct
designation of the Board of Directors or by an authorized officer or officers as
aforesaid.

        8.3     Directors' Annual Statement. The Board of Directors may present
at each annual meeting, and when called for by vote of the shareholders shall
present to any annual or special meeting of the shareholders, a full and clear
statement of the business and condition of the Corporation.

        8.4     Contracts with Officers or Directors or Their Affiliates.

                (a)     No contract or transaction between the Corporation and
one or more of its directors or officers, or between the Corporation and any
other corporation, partnership, association or other organization in which one
or more of its directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the Board or any committee thereof which authorizes the contract or transaction,
or solely because his or their votes are counted for such purpose, if:

                        (i)     The material facts as to his relationship or
interest and as to the contract or transaction are disclosed or are known to the
Board of Directors or such committee, and the Board of Directors or such
committee in good faith authorized the contract or

                                       18
<PAGE>   22

transaction by the affirmative vote of a majority of the disinterested
directors, even though the disinterested directors be less than a quorum; or

                        (ii)    The material facts as to such person's
relationship or interest and as to the contract or transaction are disclosed or
are known to the shareholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the shareholders;
or

                        (iii)   The contract or transaction is fair as to the
Corporation as of the time it is authorized or approved by the Board of
Directors, a committee thereof, or the shareholders.

                (b)     Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or a
committee which authorizes the contract or transaction.

        8.5     Amendments. The Bylaws of the Corporation may from time to time
be altered, amended or repealed, or new Bylaws may be adopted, in the manner
provided in the Articles of Incorporation, except as otherwise required by law.

        8.6     Issuing Public Corporation; Control Share Acquisitions. Unless
the Articles of Incorporation otherwise provide, this Corporation is an "issuing
public corporation" for purposes of Section 351.015 of The General and Business
Corporation Law of Missouri and control share acquisitions of the shares of this
Corporation must be made in the manner provided by law.

        8.7     Rules of Construction. All words of the masculine gender in
these Bylaws, unless the context otherwise requires, shall be deemed and
construed to include correlative words of the feminine and neuter genders.

                                   CERTIFICATE

        The undersigned, secretary of EXCHANGE NATIONAL BANCSHARES, INC., a
Missouri corporation; hereby certifies that the foregoing Restated Bylaws are
the Bylaws of the Corporation duly adopted by the Board of Directors.

               Dated:  August 23, 2000.


                                      EXCHANGE NATIONAL BANCSHARES, INC.


                                      By: /s/ KATHLEEN L. BRUEGENHEMKE
                                          --------------------------------------
                                      Title: Senior Vice President and Secretary



                                       19





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>c61054ex10-2.txt
<DESCRIPTION>INCENTIVE STOCK OPTION PLAN
<TEXT>

<PAGE>   1

                                                                    Exhibit 10.3

                                    AGREEMENT

        THIS AGREEMENT is entered into this ___ day of _________, 2001, between
Exchange National Bancshares, Inc., a Missouri corporation (the "Company"), and
__________________________ ("Employee").

                                   WITNESSETH:

        WHEREAS, Employee is a valued employee of the Company or a subsidiary of
the Company; and

        WHEREAS, the Board of Directors of the Company believes that it is in
the best interests of the Company and its shareholders (i) to provide assurance
that the Company and its subsidiaries will have the continued service of
Employee notwithstanding the possibility, threat or occurrence of a Change of
Control (as defined in Section 1), (ii) to diminish the distraction to Employee
that may arise by virtue of the personal uncertainties and risks created by a
threatened or pending Change of Control, and (iii) to encourage Employee's full
attention and dedication to the Company and its subsidiaries currently and in
the event of a threatened or pending Change of Control;

        NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein, the parties hereto agree as follows:

        1.      Certain Definitions. As used in this Agreement, unless otherwise
defined herein or unless the context otherwise requires, the following terms
shall have the following meanings:

        (a)     Cause. "Cause" means (i) Employee has failed materially to
devote reasonable attention and time during normal business hours to the
business and affairs of the Company or the subsidiary of the Company that is the
primary employer of Employee (the "Bank") and, to the extent necessary to
discharge the responsibilities assigned to Employee from time to time, to use
Employee's reasonable best efforts to faithfully and efficiently perform such
responsibilities (other than as a result of incapacity due to physical or mental
illness), which failure is demonstrably willful and deliberate on Employee's
part, is committed in bad faith or without reasonable belief that such breach is
in the best interests of the Company and is not remedied in a reasonable period
of time after receipt of a written notice from the Company specifying such
breach, (ii) Employee has been convicted of a felony or misdemeanor involving
moral turpitude, (iii) Employee has engaged in acts or omissions against the
Company or a subsidiary of the Company constituting dishonesty, intentional
breach of fiduciary obligation, or intentional wrongdoing or misfeasance, which
acts or omissions result in a material detriment to the assets, business or
prospects of the Company or such subsidiary, (iv) Employee has acted
intentionally and in bad faith in a manner which results in a material detriment
to the assets, business or prospects of the Company or a subsidiary of the
Company, or (v) Employee has been guilty of habitual absenteeism, chronic
alcoholism or other form of addiction.

        (b)     Change of Control. "Change of Control" means the occurrence of
any of the following events:

<PAGE>   2

                (i)     any "person" (as such term is used in Sections 13(d) and
        14(d) of the Securities Exchange Act of 1934, as in effect on the date
        hereof (the "Exchange Act")), other than the Company or any corporation
        owned, directly or indirectly by it, any trustee or other fiduciary
        holding securities under an employee benefit plan of the Company, or any
        corporation owned, directly or indirectly, by the shareholders of the
        Company in substantially the same proportions as their ownership of
        stock of the Company, becomes, after the date hereof, the beneficial
        owner, directly or indirectly, of securities of the Company representing
        50 percent or more of the total voting power of the Company's
        then-outstanding securities ("Interested Shareholder");

                (ii)    the shareholders of the Company approve a merger or
        consolidation of the Company with any other entity, other than a merger
        or consolidation which would result in the voting securities (which term
        means any securities which vote generally in the election of directors)
        of the Company outstanding immediately prior thereto continuing to
        represent (either by remaining outstanding or by being converted into
        voting securities of the surviving entity) at least 50 percent of the
        total voting power represented by the voting securities of the Company
        or such surviving entity outstanding immediately after such merger or
        consolidation; or

                (iii)   the shareholders of the Company approve a plan of
        complete liquidation of the Company or an agreement for the sale or
        disposition by the Company of all or substantially all of the Company's
        assets.

        (c)     Change of Control Period. "Change of Control Period" means the
period commencing on the date hereof and ending on the second anniversary of
such date; provided, however, that commencing on a date one year after the date
hereof, and on each annual anniversary of such date (such date and each annual
anniversary thereof being hereinafter referred to as the "Renewal Date"), the
Change of Control Period shall be automatically extended so as to terminate two
years from such Renewal Date, unless at least 60 days prior to the Renewal Date
the Company shall give notice to Employee that the Change of Control Period
shall not be so extended.

        (d)     Date of Termination. "Date of Termination" means (i) if
Employee's employment is terminated by the Company or the Bank, as applicable,
for Cause, or by Employee for Good Reason, the date of receipt of the Notice of
Termination or any later date permitted to be specified therein, as the case may
be, (ii) if Employee's employment is terminated by the Company or the Bank, as
applicable, other than for Cause or Disability, the Date of Termination shall be
the date on which the Company or the Bank notifies Employee of such termination,
(iii) if Employee's employment is terminated by reason of death or Disability,
the Date of Termination shall be the date of death of Employee or the Disability
Effective Date (as defined in Section 2(a)), as the case may be, and (iv) if
Employee's employment is terminated by Employee for other than Good Reason, the
Date of Termination shall be the date on which Employee notifies the Company in
writing of such termination or any later date permitted to be specified therein,
as the case may be.

        (e)     Disability. The "Disability" of Employee shall mean the
inability of Employee to perform Employee's duties hereunder by reason of any
medically determinable physical or

                                       2
<PAGE>   3

mental impairment which can be expected to result in death or which has lasted
or can be expected to last for a continuous period of not less than six months,
as determined in writing by a qualified independent physician mutually
acceptable to Employee and the Company, which agreement as to acceptability
shall not be reasonably withheld.

        (f)     Effective Date. "Effective Date" means the first date on which a
Change of Control occurs during the Change of Control Period; provided, however,
if (i) a Change of Control occurs, (ii) Employee's employment is terminated by
the Company or the Bank, as applicable, other than for Cause or Employee
terminates his employment for Good Reason, in either case prior to the date on
which the Change of Control occurs, and (iii) it is reasonably demonstrated by
Employee that such termination of employment or such action by the Company or
the Bank triggering Employee's right to terminate Employee's employment for Good
Reason (A) was at the request or direction of a third party who has taken steps
reasonably calculated to effect the Change of Control, or (B) otherwise arose in
connection with or in anticipation of the Change of Control, then for purposes
of this Agreement "Effective Date" shall mean the date immediately prior to the
date of such termination of employment by the Company or the Bank, as
applicable, or by Employee for Good Reason.

        (g)     Good Reason. "Good Reason" means any of the following:

                (i)     Any reduction or diminution in Employee's position
        (including status, offices, titles and reporting requirements),
        authority, duties or responsibilities in any material respect from the
        most significant of those held, exercised or assigned at any time during
        the 90-day period immediately preceding the Effective Date; excluding
        for this purpose an isolated, insubstantial and inadvertent action not
        taken in bad faith and which is remedied by the Company or the Bank
        promptly after receipt of notice thereof given by Employee to the
        Company;

                (ii)    Any reduction in Employee's annual base salary to less
        than twelve times the highest monthly base salary paid or payable to
        Employee by the Company or the Bank, as applicable, in respect of the
        twelve-month period immediately preceding the month in which the
        Effective Date occurs; excluding for this purpose any isolated,
        insubstantial and inadvertent action not occurring in bad faith and
        which is remedied by the Company or the Bank promptly after receipt of
        notice thereof given by Employee to the Company;

                (iii)   Any reduction in benefits received by Employee under
        Company Plans (as defined below) to less than the most favorable
        benefits provided to Employee by the Company or the Bank, as applicable,
        under Company Plans at any time during the 90-day period immediately
        preceding the Effective Date; excluding for this purpose any isolated,
        insubstantial and inadvertent action not occurring in bad faith and
        which is remedied by the Company or the Bank promptly after receipt of
        notice thereof given by Employee to the Company. "Company Plans" means
        (1) all incentive, savings and retirement plans, practices, policies and
        programs, (2) all welfare benefit plans, practices, policies and
        programs (including medical, prescription, dental, disability, salary
        continuance, employee life, group life, accidental death and travel
        accident insurance plans and programs), (3) expense reimbursement for
        all reasonable employment expenses incurred

                                       3
<PAGE>   4

        by Employee, (4) the provision of fringe benefits, (5) the provision of
        an office or offices of a certain size and with furnishings and other
        appointments, and personal secretarial and other assistance and (6) the
        provision of paid vacation time;

                (iv)    Employee being required by the Company or the Bank, as
        applicable, to be based at any office or location that is more than 35
        miles from the location where Employee was employed immediately
        preceding the Effective Date; and

                (v)     Any failure by the Company to require any successor
        (whether direct or indirect, by purchase, merger, consolidation or
        otherwise) to all or substantially all of the business and/or assets of
        the Company to assume expressly and agree to perform this Agreement in
        the same manner and to the same extent that the Company would be
        required to perform it if no such succession had taken place, or any
        failure by any such successor after ten days notice from Employee to so
        perform this Agreement.

        (h)     Notice of Termination. "Notice of Termination" means a written
notice of termination which (i) indicates the specific termination provision in
this Agreement relied upon, (ii) to the extent applicable, sets forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of Employee's employment under the provision so indicated and (iii)
if the Date of Termination is other than the date of receipt of such notice,
specifies the termination date (which date shall be not more than 15 days after
the giving of such notice).

        (i)     Post-Effective Period. "Post-Effective Period" means the period
commencing on the Effective Date and ending on the second anniversary of such
date.

        2.      Termination of Employment During the Post-Effective Period.

        (a)     Death or Disability. Employee's employment shall terminate
automatically upon Employee's death during the Post-Effective Period. If the
Company determines in good faith that the Disability of Employee has occurred
during the Post-Effective Period, it may give Employee written notice in
accordance with Section 9(b) of its intention to terminate Employee's
employment. In such event, Employee's employment with the Company or the Bank,
as applicable, shall terminate effective on the 30th day after receipt of such
notice by Employee (the "Disability Effective Date"), provided that within the
30 days after such receipt Employee shall not have returned to full-time
performance of Employee's duties.

        (b)     Cause. The Company or the Bank, as applicable, may terminate
Employee's employment during the Post-Effective Period for Cause or without
Cause. Notwithstanding the foregoing, Employee shall not be deemed to have been
terminated for Cause without (i) reasonable notice to Employee setting forth the
reasons for the Company's or the Bank's intention to terminate for Cause, (ii)
an opportunity for Employee, together with his or her counsel, to be heard
before the Board of Directors of the Company, and (iii) delivery to Employee of
a Notice of Termination from the Board of Directors of the Company finding that
in the good faith opinion of the Board of Directors Employee was guilty of
conduct set forth in Section 1(a), and specifying the particulars thereof in
detail.

        (c)     Good Reason. Employee's employment may be terminated during the
Post-Effective Period by Employee for Good Reason or without Good Reason.

                                       4
<PAGE>   5

        (d)     Notice of Termination. Any termination by the Company or the
Bank, as applicable, for Cause, or by Employee for Good Reason, shall be
communicated by Notice of Termination to the Company or Employee, as applicable,
in accordance with Section 9(b). The failure by Employee or by the Company or
the Bank, as applicable, to set forth in the Notice of Termination any fact or
circumstance which contributes to a showing of Good Reason or Cause shall not
waive any right of Employee or the Company hereunder or preclude Employee or the
Company from asserting such fact or circumstance in enforcing Employee's or the
Company's rights hereunder.

        3.      Obligations of the Company Upon Termination During the
Post-Effective Period.

        (a)     Terminations Other Than for Cause; Termination for Good Reason.
If, during the Post-Effective Period, the Company or the Bank, as applicable,
shall terminate Employee's employment other than for Cause or the Disability of
the Employee, or Employee shall terminate employment for Good Reason:

                (i)     the Company shall pay to Employee cash in an amount
        equal to the aggregate of the following amounts, which payment shall be
        made in a lump sum or in 12 consecutive monthly installments, as
        determined by the Company, commencing within five days after the Date of
        Termination: (A) an amount equal to ________ times the highest monthly
        base salary paid or payable to Employee by the Company and, if
        applicable, by the Bank in respect of the twelve-month period
        immediately preceding the month in which the Notice of Termination is
        given, (B) an amount equal to ________ times the amount of any incentive
        bonus paid or payable to Employee by the Company and, if applicable, by
        the Bank in respect of the year immediately preceding the year in which
        the Notice of Termination is given, (C) the proportionate amount of any
        incentive bonus and other compensation, payments and benefits which
        would otherwise have been received by Employee with respect to the year
        in which the Notice of Termination is given if Employee were employed on
        the last day of such year, and (D) any accrued vacation pay, to the
        extent not theretofore paid; and

                (ii)    Employee shall receive all amounts or benefits to which
        Employee is entitled for the period prior to the Date of Termination
        under any plan, program, policy, practice, contract or agreement of the
        Company and, if applicable, of the Bank (excluding amounts otherwise
        required to be paid under this Section 3(a)), at the time such amounts
        or benefits are due.

        (b)     Termination for Cause; Termination Other than for Good Reason If
Employee's employment shall be terminated for Cause during the Post-Effective
Period or if Employee terminates employment during the Post-Effective Period
other than for Good Reason, this Agreement shall terminate without further
obligation of the Company or the Bank, as applicable, to Employee other than (i)
the obligation to pay to Employee base salary through the Date of Termination,
any incentive bonus and other compensation, payments and benefits for the most
recently completed fiscal year and any accrued vacation pay, to the extent
theretofore unpaid, which amounts shall be paid to Employee in a lump sum in
cash within 30 days of the Date of Termination, and (ii) the obligation to pay
to Employee all amounts or benefits to which Employee is entitled for the period
prior to the Date of Termination under any plan, program,

                                       5
<PAGE>   6

policy, practice, contract or agreement of the Company and, if applicable, of
the Bank (excluding amounts otherwise required to be paid under this Section
3(b)), at the time such amounts or benefits are due.

        (c)     Termination as a Result of Death or Disability. In the event of
the termination of Employee's employment during the Post-Effective Period as a
result of the death or Disability of Employee, Employee shall be entitled to
death or long-term disability benefits, as the case may be, from the Company, no
less favorable than those benefits to which Employee would have been entitled
had the death or termination for Disability occurred during the six-month period
prior to the Effective Date. If at any time during the Post-Effective Period but
prior to a termination for Disability, Employee is unable to perform his duties
due to a Disability, Employee shall continue to receive a monthly base salary in
an amount equal to Employee's monthly base salary in effect at the commencement
of such disability until Employee's employment is terminated as a result of
Disability or Employee is able to perform his duties; provided, however, that
the amount of any such payments shall be reduced by any payments to which
Employee may be entitled for the same period because of the disability under any
other disability or pension plan of the Company or any of its subsidiaries.

        (d)     Interest. Without limiting the rights of Employee at law or in
equity, if the Company fails to make any payment or provide any benefit required
to be made or provided under this Agreement on a timely basis, the Company will
pay interest on the amount or the value thereof at one hundred twenty percent
(120%) of the rate (the "Applicable Federal Rate") provided in section
1274(b)(2)(B) of the Internal Revenue Code of 1986, as amended (the "Code").

        (e)     Section 280G Gross-Up. Notwithstanding anything to the contrary
contained in this Agreement, in the event that the aggregate payments or
benefits to be made or afforded to Employee under this Section 3 (the
"Termination Benefits") cause Employee to be liable or obligated for the payment
of any Federal excise taxes under Section 4999(a) of the Code, and/or any state
or local excise taxes attributable to an "excess parachute payment" under
Section 280G of the Code, the Company promptly shall pay or reimburse Employee
for the amount of such Federal, state and local excise taxes and, in addition,
for the following additional tax liabilities:

                (i)     All Federal, state and local excise taxes attributable
        to the tax gross-up provided for under this Section 3(e); and

                (ii)    All Federal, state and local income taxes imposed on
        amounts paid pursuant to, and including all income taxes attributable
        to, this Section 3(e).

        (f)     Change of Control Payment Limitation. Notwithstanding anything
to the contrary contained in this Agreement, in the event that, within six
months after the Effective Date, the Aggregate Change of Control Payment (as
defined below) is more than the Total Payment Limit (as defined below), then the
aggregate payments or benefits to be made or afforded to Employee hereunder
shall be subject to reduction as follows:

                (i)     Employee and all other directors, officers or employees
        of the Company and its subsidiaries who would be entitled to payment or
        reimbursement for taxes and tax

                                       6
<PAGE>   7

        gross-ups as a result of the occurrence of a Change of Control in
        substantially the manner contemplated by Section 3(e) of this Agreement,
        shall have such payments and reimbursements reduced to the extent
        necessary to cause the Aggregate Change of Control Payment to be not
        more than the Total Payment Limit. The reduction in the payment or
        reimbursement to which Employee would otherwise be entitled under
        Section 3(e) shall be made in the same proportion that the aggregate
        payments or benefits to be made or afforded to Employee under this
        Agreement (prior to the application of this Section 3(f)) would bear to
        the aggregate payments or benefits to be made or afforded to Employee
        and all such directors, officers or employees (prior to the application
        of this Section 3(f)). Any reduction or elimination in the payment or
        reimbursement under Section 3(e) pursuant to this Section 3(f)(i) shall
        be made before any other payment or benefit to be made or afforded to
        Employee hereunder shall be affected by this Section 3(f).

                (ii)    If, after the application of Section 3(f)(i), the
        Aggregate Change of Control Payment continues to be more than the Total
        Payment Limit, Employee and all other directors, officers or employees
        of the Company and its subsidiaries who would be entitled to payments or
        benefits as a result of the occurrence of a Change of Control in
        substantially the manner contemplated by Section 3(a) and (d) of this
        Agreement, shall have such payments or benefits reduced to the extent
        necessary to cause the Aggregate Change of Control Payment to be not
        more than the Total Payment Limit. The reduction in the payments or
        benefits to which Employee would otherwise be entitled under Section
        3(a) and (d) shall be made in the same proportion that the aggregate
        payments or benefits to be made or afforded to Employee under this
        Agreement (after the application of Section 3(f)(i) but prior to the
        application of this Section 3(f)(ii)) would bear to the aggregate
        payments or benefits to be made or afforded to Employee and all such
        directors, officers or employees (after the application of Section
        3(f)(i) but prior to the application of this Section 3(f)(ii)).

        As used in this Section 3(f), the following terms have the following
meanings:

        "Aggregate Change of Control Payment" means the sum of: (i) the
aggregate payments or benefits to be made or afforded to Employee under Section
3(a), (d) and (e) of this Agreement, plus (ii) the aggregate severance or other
similar payments or benefits to be made or afforded to Employee and all other
directors, officers or employees of the Company and its subsidiaries under any
other employment, severance, consulting and other compensation agreements, plans
or arrangements as a result of the occurrence of a Change of Control, including
amounts realizable from the accelerated vesting of stock options.

        "Total Payment Limit" means an amount equal to five percent (5%) of the
aggregate cash and other consideration that shareholders of the Company will
receive as a result of a Change of Control.

        4.      Non-exclusivity of Rights. Nothing in this Agreement shall
prevent or limit Employee's continuing or future participation in any plan,
program, policy or practice provided by the Company or any of its subsidiaries
and for which Employee may qualify, nor shall anything herein limit or otherwise
affect such rights as Employee may have under any contract

                                       7
<PAGE>   8

or agreement with the Company or any of its subsidiaries. Amounts which are
vested benefits or which Employee is otherwise entitled to receive at or
subsequent to the Date of Termination under any plan, policy, practice or
program of or any contract or agreement with the Company or any of its
subsidiaries shall be payable in accordance with such plan, policy, practice or
program or contract or agreement, except as explicitly modified by this
Agreement.

        5.      Full Settlement; Resolution of Disputes.

        (a)     The Company's obligation to make the payments provided for in
this Agreement and otherwise to perform its obligations hereunder shall not be
affected by any set-off that the Company may have against Employee or others. In
no event shall Employee be obligated to seek other employment or take any other
action by way of mitigation of the amounts payable to Employee under any of the
provisions of this Agreement and such amounts shall not be reduced whether or
not Employee obtains other employment. The Company agrees to pay promptly as
incurred, to the full extent permitted by law, all legal fees and expenses which
Employee may reasonably incur as a result of any dispute or contest (regardless
of the outcome thereof) by the Company, Employee or others of the validity or
enforceability of, or the existence of liability under, any provision of this
Agreement or any guarantee of performance thereof (including as a result of any
contest by Employee about the amount of any payment pursuant to this Agreement),
plus in each case interest on any delayed payment at one hundred twenty percent
(120%) of the Applicable Federal Rate.

        (b)     If there shall be any dispute or contest between the Company and
Employee (i) in the event of any termination of Employee's employment by the
Company or the Bank, as applicable, whether such termination was for Cause, or
(ii) in the event of any termination of employment by Employee whether Good
Reason existed, then, unless a written opinion of independent legal counsel
selected by a majority of disinterested directors is furnished to the Company
opining that such termination was for Cause or that the determination by
Employee of the existence of Good Reason did not exist for termination of
employment by Employee, the Company shall pay all amounts, and provide all
benefits, to Employee and/or Employee's family or other beneficiaries, as the
case may be, that the Company would be required to pay or provide pursuant to
Section 3(a) as though such termination were by the Company or the Bank without
Cause or by Employee with Good Reason. If the Company does not promptly pay the
amounts and provide the benefits contemplated by this Agreement because it has
received a written opinion of independent legal counsel to the effect described
in the immediately preceding sentence, then (A) a notice to that effect shall be
promptly provided to Employee together with a copy of such legal opinion which
shall disclose the reasons for such legal opinion, (B) Employee may bring suit
in any court of competent jurisdiction against the Company to enforce Employee's
rights under this Agreement, (C) the burden of proving that Employee is not
entitled to receive the amounts and the benefits contemplated by this Agreement
shall be on the Company, (D) the Company shall advance to Employee all legal
fees and expenses which Employee may reasonably incur as a result of any such
action, if Employee undertakes to repay such fees and expenses in the event that
there is a final, nonappealable judgment by a court of competent jurisdiction
declaring that such termination was for Cause or that Good Reason did not exist
for termination of employment by Employee, and (E) if a court of competent
jurisdiction renders a final, nonappealable judgment declaring that such
termination was not for Cause or that Good Reason did exist for such termination
by Employee, then Employee shall receive all payments

                                       8
<PAGE>   9

and benefits contemplated by this Agreement, plus interest on any delayed
payment or benefit at one hundred twenty percent (120%) of the Applicable
Federal Rate.

        6.      Confidential Information. The Employee shall hold in a fiduciary
capacity for the benefit of the Company and its subsidiaries all secret or
confidential information, knowledge or data relating to the Company or any of
its subsidiaries and their businesses which shall have been obtained by Employee
during Employee's employment by the Company or any of its subsidiaries and which
shall not be or become public knowledge (other than by acts by Employee in
violation of this Agreement). After termination of Employee's employment with
the Company or its subsidiaries, Employee shall not, without the prior written
consent of the Company or as may otherwise be required by law or legal process,
use, or communicate or divulge any such information, knowledge or data to anyone
other than the Company and those designated by it.

        7.      Successors.

        (a)     This Agreement is personal to Employee and shall not be
assignable by Employee without the prior written consent of the Company
otherwise than by will or the laws of descent and distribution. If Employee
should die while any amounts would still be payable to him hereunder if he had
continued to live, all such amounts, unless otherwise provided herein, shall be
paid in accordance with the terms of this Agreement to Employee's devisee,
legatee, or other designee or, if there be no such designee, to Employer's
estate.

        (b)     This Agreement shall inure to the benefit of and be binding upon
the Company and its successors and assigns.

        (c)     The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. As used in this Agreement, "Company" shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by operation of
law, or otherwise.

        8.      Prohibition of Payments by Regulatory Agencies. Notwithstanding
anything to the contrary contained in this Agreement, the Company shall not be
obligated to make any payment to Employee under this Agreement if the payment
would violate any rule, regulation or order of any regulatory agency having
jurisdiction over the Company or any of its subsidiaries; provided, however,
that the Company covenants to Employee that it will take all reasonable steps to
obtain any regulatory agency approvals that may be required in order to make
payments to Employee as provided herein.

        9.      Miscellaneous.

        (a)     This Agreement shall be governed by and construed in accordance
with the laws of the State of Missouri, without reference to principles of
conflict of laws. The captions of this Agreement are not part of the provisions
hereof and shall have no force or effect. This Agreement may not be amended or
modified otherwise than by a written agreement executed by the parties hereto or
their respective successors and legal representatives. This Agreement

                                       9
<PAGE>   10

supersedes all previous agreements relating to the subject matter of this
Agreement, written or oral, between the parties hereto and contains the entire
understanding of the parties hereto.

        (b)     All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or by registered
or certified mail, return receipt requested, postage prepaid, addressed as
follows:

<TABLE>
<CAPTION>
                If to the Company:                          If to the Employee:
<S>                                                         <C>
                Exchange National Bancshares, Inc.          ____________________
                132 E. High Street                          ____________________
                Jefferson City, MO  65101                   ____________________
                Attention:  Secretary                       ____________________
</TABLE>

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.

        (c)     The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.

        (d)     The Company may withhold from any amounts payable under this
Agreement such Federal, state or local taxes as shall be required to be withheld
pursuant to any applicable law or regulation.

        (e)     Employee's or the Company's failure to insist upon strict
compliance with any provision of this Agreement or the failure to assert any
right Employee or the Company may have hereunder, including, without limitation,
the right of Employee to terminate employment for Good Reason, shall not be
deemed to be a waiver of such provision or right or any other provision or right
of this Agreement.

        (f)     This Agreement is not an employment agreement and nothing herein
contained shall be construed as requiring the Company or any of its subsidiaries
to employ Employee for any specific period. Employee and the Company acknowledge
that, except as may otherwise be provided under any other written agreement
between Employee and the Company or any of its subsidiaries, as applicable, the
employment of Employee by the Company or any such subsidiary is "at will" and,
prior to the Effective Date, may be terminated by either Employee or the Company
and any such subsidiary, as applicable, at any time. Moreover, if prior to the
Effective Date, Employee's employment with the Company and its subsidiaries,
terminates, then Employee shall have no further rights under this Agreement.

         [The remainder of this page intentionally has been left blank]

                                       10
<PAGE>   11

        IN WITNESS WHEREOF, Employee has hereunto set Employee's hand and
pursuant to the authorization from its Board of Directors the Company has caused
these presents to be executed in its name on its behalf, all as of the day and
year first above written.

                                                     Company:

                                                     EXCHANGE NATIONAL
                                                     BANCSHARES, INC.


                                                     By:
                                                         -----------------------
                                                         Name:
                                                         Title:

                                                     Employee:


                                                     ---------------------------
                                                     Name:

                                       11
<PAGE>   12

             Schedule of Parties to the Foregoing Form of Agreement

The following individuals each has entered into an agreement in the form of the
immediately preceding agreement form. Set forth opposite the name of each such
individual is the information that has been filled in the blanks set forth in
Section 3(a)(i)(A) and 3(a)(i)(B), respectively, of such agreement.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
                                                             Salary Multiple              Bonus Multiple
Name                                                       Section 3(a)(i)(A)           Section 3(a)(i)(B)
- ---------------------------------------------------------------------------------------------------------------
<S>                                                             <C>                          <C>
- ---------------------------------------------------------------------------------------------------------------
Donald L. Campbell                                              36 months                    3 years
- ---------------------------------------------------------------------------------------------------------------
David T. Turner*                                                36 months                    3 years
- ---------------------------------------------------------------------------------------------------------------
James E. Smith                                                  36 months                    3 years
- ---------------------------------------------------------------------------------------------------------------
Richard G. Rose                                                 12 months                     1 year
- ---------------------------------------------------------------------------------------------------------------
Kathleen L. Bruegenhemke                                        12 months                     1 year
- ---------------------------------------------------------------------------------------------------------------
</TABLE>

- ---------------
*       In Section 1(g)(iv) of Mr. Turner's agreement, the mile reference
        appearing therein is "20 miles" (as compared with "35 miles" in all
        other agreements)

                                       12
<PAGE>   13

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
             Change of Control Agreements
- -------------------------------------------------------------------------------------------
Name                                                                Salary Multiple
- -------------------------------------------------------------------------------------------
<S>                                                                        <C>
- -------------------------------------------------------------------------------------------
Donald L. Campbell                                                         3
- -------------------------------------------------------------------------------------------
David T. Turner                                                            3
- -------------------------------------------------------------------------------------------
James E. Smith                                                             3
- -------------------------------------------------------------------------------------------
James Vossen                                                               1
- -------------------------------------------------------------------------------------------
Gary Collins                                                               1
- -------------------------------------------------------------------------------------------
Richard G. Rose                                                            1
- -------------------------------------------------------------------------------------------
Kathleen L. Bruegenhemke                                                   1
- -------------------------------------------------------------------------------------------
Shirley Wilson                                                             1
- -------------------------------------------------------------------------------------------
Cynthia Glasscock                                                          1
- -------------------------------------------------------------------------------------------
Gene Henry                                                                 1
- -------------------------------------------------------------------------------------------
Betty Beach                                                                1
- -------------------------------------------------------------------------------------------
Shirley Boyd                                                               1
- -------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------
</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13
<SEQUENCE>4
<FILENAME>c61054ex13.txt
<DESCRIPTION>2000 ANNUAL REPORT TO SHAREHOLDERS
<TEXT>

<PAGE>   1

                                                                      EXHIBIT 13




                                      2000

                                  ANNUAL REPORT

                                       TO

                                  SHAREHOLDERS





                       EXCHANGE NATIONAL BANCSHARES, INC.

                            JEFFERSON CITY, MISSOURI

<PAGE>   2

                       EXCHANGE NATIONAL BANCSHARES, INC.

                            Jefferson City, Missouri

                                 March 16, 2001

Dear Shareholders:

        The financial services industry is ever changing. Banks are now able to
offer insurance and brokerage services to customers and alternative delivery
methods (i.e. Internet banking and e-commerce) are becoming increasingly common
while traditional funding sources are less plentiful. With so many opportunities
and challenges facing the banking industry, it is important shareholders
understand that the Board of Directors and management's long-term strategic plan
is one of increasing shareholder value through growth without adversely
impacting earnings or asset quality.

        The year 2000 was very busy for Exchange National Bancshares. Three
acquisitions with an aggregate purchase price of $48.8 million were completed in
2000. Two of the three acquisitions were merged into existing banks. Our Company
has plans to merge the third acquisition, Osage Valley Bank, into Citizens Union
State Bank of Clinton at a later date. As a direct result of the acquisitions,
total assets increased 45.4% to $719,603,000 and net income increased 22.9% to
$5,485,000. Earnings per share before amortization of intangible assets
increased 5.8% to $2.55 per share.

        Shareholders received dividends totaling $0.85 on a per share split
adjusted basis in 2000. This is an increase of $0.06 or 7.6% per share over the
amount received in 1999. Split adjusted dividends of $0.19 per share were paid
January 1, April 1, July 1 and October 1, 2000. A special dividend of $0.09 per
share was paid December 1, 2000.

        Capitalization of your Company expressed in terms of tier one capital to
adjusted total assets (leverage ratio) was 7.07% at December 31, 2000 compared
to 9.73% at December 31, 1999. Your company's total capital to risk-weighted
assets ratio was 11.90% at December 31, 2000 compared to 15.06% at December 31,
1999. The increased leverage results from the three aforementioned acquisitions.
Both capital ratios continue to exceed the Federal Reserve Board's definition of
"well capitalized".

        With the announced acquisitions now complete, your Board of Directors
and management are focused on improving operational efficiencies and reducing
debt. We are pleased with our recent growth, yet we realize that growth alone
does not ensure profitability.

        The potential for strong community oriented financial organizations such
as your company continues to be excellent. In striving to serve you, our
shareholders, we thank you for your support and look forward to the
opportunities that lie ahead.

                                         Sincerely,


                                         DONALD L. CAMPBELL
                                         Chairman of the Board and President

<PAGE>   3

                       EXCHANGE NATIONAL BANCSHARES, INC.

                             DESCRIPTION OF BUSINESS

        Exchange National Bancshares, Inc. is a bank holding company registered
under the Bank Holding Company Act of 1956, as amended. Exchange was
incorporated under the laws of the State of Missouri on October 23, 1992, and on
April 7, 1993 it acquired all of the issued and outstanding capital stock of The
Exchange National Bank of Jefferson City, a national banking association,
pursuant to a corporate reorganization involving an exchange of shares. On
November 3, 1997, our Company acquired Union State Bancshares, Inc., and Union's
wholly-owned subsidiary, Citizens Union State Bank. Following the May 4, 2000
acquisition of Calhoun Bancshares, Inc. by Union State Bank, Calhoun Bancshares'
wholly-owned subsidiary, Citizens State Bank of Calhoun, merged into Union State
Bank. The surviving bank in this merger is called Citizens Union State Bank &
Trust. On January 3, 2000, our Company acquired Mid Central Bancorp, Inc., and
Mid Central's wholly-owned subsidiary, Osage Valley Bank. Finally, on June 16,
2000, our Company acquired CNS Bancorp, Inc. and its subsidiary, City National
Savings Bank, FSB. City National subsequently was merged into Exchange National
Bank. In addition to ownership of its subsidiaries, Exchange could seek
expansion through acquisition and may engage in those activities (such as
investments in banks or operations closely related to banking) in which it is
permitted to engage under applicable law. It is not currently anticipated that
Exchange will engage in any business other than that directly related to its
ownership of its banking subsidiaries or other financial institutions. Except as
otherwise provided herein, references herein to "Exchange" or our "Company"
include Exchange and its consolidated subsidiaries.

        Exchange National Bank, located in Jefferson City, Missouri, was founded
in 1865. Exchange National Bank is the oldest bank in Cole County, and became a
national bank in 1927. Exchange National Bank has 7 banking offices, including
its principal office at 132 East High Street in Jefferson City's central
business district, 3 Jefferson City branch facilities and a branch facility in
each of the Missouri communities of Tipton, California and St. Robert.

        Citizens Union State Bank was founded in 1932 as a Missouri bank known
as Union State Bank of Clinton. Citizens Union State Bank converted from a
Missouri bank to a Missouri trust company on August 16, 1989, changing its name
to Union State Bank and Trust of Clinton. Citizens Union State Bank has 8
banking offices, including its principal office at 102 North Second Street in
Clinton, Missouri, 4 Clinton branch facilities, and a branch facility in each of
the Missouri communities of Collins, Osceola and Calhoun.

        Osage Valley Bank was founded in 1891 as a Missouri state bank. Osage
Valley Bank has two banking offices, including its principal office at 200 Main
Street in Warsaw, Missouri and a branch facility in Warsaw, Missouri.

        Our subsidiary banks each is a full service bank conducting a general
banking business, offering its customers checking and savings accounts, debit
cards, certificates of deposit, safety deposit boxes and a wide range of lending
services, including credit card accounts, commercial and industrial loans,
single payment personal loans, installment loans and commercial and residential
real estate loans. In addition, Exchange National Bank and Citizens Union State
Bank each provide trust services.

        The deposit accounts of our banks are insured by the Federal Deposit
Insurance Corporation (the "FDIC") to the extent provided by law. Exchange
National Bank is a member of the Federal Reserve System, and its operations are
supervised and regulated by the Office of the Comptroller of the Currency (the
"OCC"), the Board of Governors of the Federal Reserve System (the "Federal
Reserve Board") and the FDIC. The operations of Citizens Union State Bank and
Osage Valley Bank are supervised and regulated by the FDIC and the Missouri
Division of Finance. A periodic examination of Exchange National Bank is
conducted by representatives of the OCC, and periodic examinations of Citizens
Union State Bank and Osage Valley Bank are conducted by representatives of the
FDIC and the Missouri Division of Finance. Such regulations, supervision and
examinations are principally for the benefit of depositors, rather than for the
benefit of shareholders. Exchange, Union and Mid Central Bancorp are subject to
supervision by the Federal Reserve Board.

                                       2
<PAGE>   4

                      SELECTED CONSOLIDATED FINANCIAL DATA

        The following table presents selected consolidated financial information
for our Company as of and for each of the years in the five-year period ended
December 31, 2000. The selected consolidated financial data should be read in
conjunction with the Consolidated Financial Statements of our Company, including
the related notes, presented elsewhere herein.

(DOLLARS EXPRESSED IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                    YEAR ENDED DECEMBER 31,
                                             -----------------------------------------------------------------------
                                                   2000           1999          1998          1997          1996
                                                  ------         ------        ------        ------        ------
<S>                                          <C>              <C>          <C>            <C>           <C>
INCOME STATEMENT DATA
Interest income                              $     46,544           32,249       32,180         23,435       20,179
Interest expense                                   25,177           16,225       17,197         11,645        9,784
                                             ------------     ------------ ------------   ------------  -----------
   Net interest income                             21,367           16,024       14,983         11,790       10,395
Provision for loan losses                           1,222              910          702            865          395
                                             ------------     ------------ ------------   ------------  -----------
   Net interest income
     after provision for
     loan losses                                   20,145           15,114       14,281         10,925       10,000
                                             ------------     ------------ ------------   ------------  -----------
Security gains (losses), net                          (28)              --            6            (7)           --
Other noninterest income                            3,618            2,948        2,698          2,045        1,890
                                             ------------     ------------ ------------   ------------  -----------
   Total noninterest income                         3,590            2,948        2,704          2,038        1,890
Noninterest expense                                15,658           11,527       10,515          7,265        6,185
                                             ------------     ------------ ------------   ------------  -----------
Income before income taxes                          8,077            6,535        6,470          5,698        5,705
Income taxes                                        2,592            2,071        2,117          1,842        1,862
                                             ------------     ------------ ------------   ------------  -----------
Net income                                   $      5,485           4,464         4,353          3,856        3,843
                                             ============     ===========  ============   ============  ===========

DIVIDENDS
Declared on common stock                     $      2,260            1,732        1,609          1,566        1,365
Paid on common stock                                2,115            1,695        1,609          1,523        1,322
Ratio of total dividends
   declared to net income                           41.20%           38.80%       36.96          40.61        35.52

PER SHARE DATA
Basic and diluted earnings
   per common share                          $       2.05             2.06         2.02           1.79         1.78
Basic weighted average shares of
   common stock outstanding                     2,669,370        2,162,414    2,155,446      2,155,446    2,155,446
</TABLE>

                                       3
<PAGE>   5

<TABLE>
<CAPTION>
                                                                     YEAR ENDED DECEMBER 31,
                                                                     -----------------------
                                                   2000          1999          1998          1997          1996
                                                   -----         -----         -----         -----         ----
<S>                                           <C>                <C>           <C>           <C>            <C>
BALANCE SHEET DATA
  (AT PERIOD END)
Investment securities                         $    155,917        111,237       101,066       116,157        80,623
Loans                                              468,471        326,229       288,218       278,700       173,309
Total assets                                       719,603        494,946       458,703       450,692       284,079
Total deposits                                     576,263        381,020       373,522       360,387       228,024
Securities sold under
   agreements to repurchase
   and other short term
   borrowed funds                                   16,942         27,643        17,667        25,157        13,338
Other borrowed money                                42,378         26,451        17,151        17,604            --
Total stockholders' equity                          73,584         55,948        46,113        43,108        40,681

EARNINGS RATIOS
Return on average
   total assets                                       0.85%          0.95%         0.96          1.22          1.39
Return on average
   stockholders' equity                               8.49           9.41          9.73          9.15          9.76

ASSET QUALITY RATIOS
Allowance for loan losses
   to loans                                           1.48           1.46          1.53          1.40          1.33
Nonperforming loans
   to loans (1)                                       1.73           0.52          0.28          0.40          0.63
Allowance for loan losses
   to nonperforming loans (1)                        85.87         281.45        544.81        350.40        211.26
Nonperforming assets to loans
   and foreclosed assets (2)                          1.76           0.55          0.34          0.54          0.70
Net loan charge-offs to
   average loans                                      0.05           0.18          0.07          0.29          0.16

CAPITAL RATIOS
Average stockholders' equity to
   total assets                                       9.99          10.07          9.83         13.29         14.28
Total risk-based
   capital ratio                                     11.90          15.06         12.94         12.25         23.14
Leverage ratio                                        7.07           9.73          7.87          8.14         14.45
</TABLE>

- --------
(1)     Nonperforming loans consist of nonaccrual loans and loans contractually
        past due 90 days or more and still accruing.

(2)     Nonperforming assets consist of nonperforming loans plus foreclosed
        assets.

                                       4
<PAGE>   6

                  A WORD CONCERNING FORWARD-LOOKING STATEMENTS

This report contains certain forward-looking statements with respect to the
financial condition, results of operations, plans, objectives, future
performance and business of our Company and its subsidiaries, including, without
limitation:

- -       statements that are not historical in nature, and

- -       statements preceded by, followed by or that include the words
        "believes," "expects," "may," "will," "should," "could," "anticipates,"
        "estimates," "intends" or similar expressions.

Forward-looking statements are not guarantees of future performance or results.
They involve risks, uncertainties and assumptions. Actual results may differ
materially from those contemplated by the forward-looking statements due to,
among others, the following factors:

- -       competitive pressures among financial services companies may increase
        significantly,

- -       costs or difficulties related to the integration of the business of
        Exchange and its acquisition targets may be greater than expected,

- -       changes in the interest rate environment may reduce interest margins,

- -       general economic conditions, either nationally or in Missouri, may be
        less favorable than expected,

- -       legislative or regulatory changes may adversely affect the business in
        which Exchange and its subsidiaries are engaged,

- -       changes may occur in the securities markets.

We have described under the caption "Factors That May Affect Future Results of
Operations, Financial Condition or Business" in our Annual Report on Form 10-K
for the year ended December 31, 2000, and in other reports that we file with the
SEC from time to time, additional factors that could cause actual results to be
materially different from those described in the forward-looking statements.
Other factors that we have not identified in this report could also have this
effect. You are cautioned not to put undue reliance on any forward-looking
statement, which speak only as of the date they were made.

                                       5
<PAGE>   7

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

        Our Company was organized on October 23, 1992, and on April 7, 1993, it
acquired The Exchange National Bank of Jefferson City. The acquisition of
Exchange National Bank represented a combination of entities under common
control and, accordingly, was accounted for in a manner similar to a pooling of
interests. On November 3, 1997, our Company acquired Union State Bancshares,
Inc. and its wholly-owned subsidiary, Union State Bank and Trust of Clinton. The
acquisition of Union was accounted for as a purchase transaction. Following the
May 4, 2000 acquisition of Calhoun Bancshares, Inc. by Union State Bank.,
Calhoun Bancshares' wholly-owned subsidiary, Citizens State Bank of Calhoun,
merged into Union State Bank. The surviving bank in this merger is called
Citizens Union State Bank & Trust. On January 3, 2000, our Company acquired Mid
Central Bancorp, Inc., and Mid Central's wholly-owned subsidiary, Osage Valley
Bank of Warsaw. This acquisition also was accounted for as a purchase
transaction. Finally, on June 16, 2000, our Company acquired CNS Bancorp, Inc.
and its subsidiary, City National Savings Bank, FSB. City National subsequently
was merged into Exchange National Bank. This acquisition also was accounted for
as a purchase transaction.

        Through the respective branch network, Exchange National Bank, Citizens
Union State Bank and Osage Valley Bank provide similar products and services in
three defined geographic areas. The products and services offered include a
broad range of commercial and personal banking services, including certificates
of deposit, individual retirement and other time deposit accounts, checking and
other demand deposit accounts, interest checking accounts, savings accounts, and
money market accounts. Loans include real estate, commercial, installment, and
other consumer loans. Other financial services include automatic teller
machines, trust services, credit related insurance, and safe deposit boxes. The
revenues generated by each business segment consist primarily of interest
income, generated from the loan and debt and equity security portfolios, and
service charges and fees, generated from the deposit products and services. The
geographic areas are defined to be communities surrounding Jefferson City,
Clinton and Warsaw, Missouri. The products and services are offered to customers
primarily within their respective geographical areas. The business segment
results which follow are consistent with our Company's internal reporting system
which is consistent, in all material respects, with generally accepted
accounting principles and practices prevalent in the banking industry.

        Our Company's consolidated net income for 2000 increased $1,020,000 or
22.9% over 1999 and followed a $112,000 or 2.6% increase for 1999 compared to
1998. Basic and diluted earnings per common share increased from $2.02 for 1998,
to $2.06 for 1999 and decreased to $2.05 for 2000. Return on average total
assets decreased from 0.96% for 1998, to 0.95% for 1999 and 0.85% for 2000.
Return on average total stockholders' equity decreased from 9.73% for 1998 to
9.41% for 1999 and to 8.49% for 2000.

        Average investment securities and federal funds sold increased
$35,265,000 or 27.8% to $162,368,000 for 2000 compared to $127,103,000 for 1999
and followed a $11,414,000 or 8.2% decrease for 1999 compared to 1998. The 2000
increase is due to the acquisitions completed. The 1999 decrease in investment
securities is primarily due to the increase in funds allocated to loan growth.

        Average loans outstanding increased $120,061,000 or 39.6% to
$423,553,000 for 2000 compared to $303,492,000 for 1999 and followed a
$23,813,000 or 8.5% increase for 1999 compared to 1998. Average commercial loans
outstanding increased $31,071,000 or 29.7% for 2000 compared to 1999 and
followed a $10,279,000 or 10.9% increase for 1999 compared to 1998. Average real
estate loans outstanding increased $79,279,000 or 52.7% for 2000 compared to
1999 and followed a $10,188,000 or 7.3% increase for 1999 compared to 1998.
Average consumer loans outstanding increased $9,711,000 or 20.2% for 2000
compared to 1999 and followed a $3,346,000 or 7.5% increase for 1999 compared to
1998.

        Approximately $84,000,000 of the increase in average loans outstanding
is attributed to the three acquisitions made during the year. The increases in
loans not attributed to the acquisitions reflect several factors. These factors
include the benefits of growing local economies, relatively stable interest
rates and low unemployment rates which continue to fuel increased loan demand.

                                       6
<PAGE>   8

        Average total time deposits increased $130,075,000 or 40.3% to
$453,189,000 for 2000 compared to $323,114,000 for 1999 and followed a
$7,543,000 or 2.4% increase for 1999 compared to 1998. Approximately
$106,000,000 of the increase in average time deposits is attributed to the
acquisitions. Of the remaining increase, approximately $9,500,000 represents an
increase in public time deposits at Exchange National Bank. Citizens Union State
Bank experienced an increase of approximately $13,000,000 in average time
deposits due to an aggressive marketing campaign.

        Average securities sold under agreements to repurchase decreased
$1,710,000 or 7.8% to $20,162,000 for 2000 compared to $21,872,000 for 1999 and
followed a $3,882,000 or 15.1% decrease for 1999 compared to 1998. Those
variances reflected competition for institutional funds awarded based upon
competitive bids.

        Average interest-bearing demand notes to U.S. Treasury decreased
$104,000 or 10.5% to $884,000 for 2000 compared to $988,000 for 1999 and
followed a $151,000 or 18.0% increase for 1999 compared to 1998. Balances in
this account are governed by the U.S. Treasury's funding requirements.

        Average other borrowed money increased $18,611,000 or 80.9% to
$41,607,000 for 2000 compared to $22,996,000 for 1999 and followed a $5,125,000
or 28.7% increase for 1999 compared to 1998. The 1999 increase reflects
increased FHLB advances at Exchange National Bank. The 2000 increase reflects
increased FHLB advances at Exchange National Bank and additional Company
borrowing that funded the purchases of Mid Central Bancorp, Inc. and Calhoun
Bancshares, Inc.

        The following table provides a comparison of fully taxable equivalent
earnings, including adjustments to interest income and tax expense for interest
on tax-exempt loans and investments.

(DOLLARS EXPRESSED IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                    YEAR ENDED DECEMBER 31,
                                                               2000             1999            1998
                                                              ------           -------         -------
<S>                                                     <C>                <C>             <C>
Interest income                                         $     46,544             32,249          32,180
Fully taxable equivalent (FTE) adjustment                        821                580             576
                                                        ------------       ------------    ------------

Interest income (FTE basis)                                   47,365             32,829          32,756
Interest expense                                              25,177             16,225          17,197
                                                        ------------       ------------    ------------

Net interest income (FTE basis)                               22,188             16,604          15,559
Provision for loan losses                                      1,222                910             702
                                                        ------------       ------------    ------------

Net interest income after provision
   for loan losses (FTE basis)                                20,966             15,694          14,857
Noninterest income                                             3,590              2,948           2,704
Noninterest expense                                           15,658             11,527          10,515
                                                        ------------       ------------    ------------

Income before income taxes
   (FTE basis)                                                 8,898              7,115           7,046
                                                        ------------       ------------    ------------

Income taxes                                                   2,592              2,071           2,117
FTE adjustment                                                   821                580             576
                                                        ------------       ------------    ------------

Income taxes (FTE basis)                                       3,413              2,651           2,693
                                                        ------------       ------------    ------------

Net income                                              $      5,485              4,464           4,353
                                                        ============       ============    ============

Average total earning assets                            $    588,516            430,805         418,437
                                                        ============       ============    ============

Net interest margin                                             3.77%              3.85            3.72
                                                        ============       ============    ============
</TABLE>

                                       7
<PAGE>   9

        Our Company's primary source of earnings is net interest income, which
is the difference between the interest earned on interest earning assets and the
interest paid on interest bearing liabilities. Net interest income on a fully
taxable equivalent basis increased $5,584,000 or 33.6% to $22,188,000 for 2000
compared to $16,604,000 for 1999, and followed a $1,045,000 or 6.7% increase for
1999 compared to 1998. Measured as a percentage of average earning assets, the
net interest margin (expressed on a fully taxable equivalent basis) increased
from 3.72% for 1998 to 3.85% for 1999, and decreased to 3.77% for 2000.

        The provision for loan losses increased $312,000 or 34.3% to $1,222,000
for 2000 compared to $910,000 for 1999 and followed a $208,000 or 29.63%
increase for 1999 compared to 1998. The increase in the provision in 2000 was
due to additional loan growth and the increase in nonperforming loans and for
1999 was due to a combination of loan growth and an increase in net loans
charged off. The allowance for loan losses totaled $6,940,000 or 1.48% of loans
outstanding at December 31, 2000 compared to $4,765,000 or 1.46% of loans
outstanding at December 31, 1999 and $4,413,000 or 1.53% of loans outstanding at
December 31, 1998. The allowance for loan losses expressed as a percentage of
nonperforming loans was 544.81% at December 31, 1998, 281.45% at December 31,
1999 and 85.87% at December 31, 2000.

RESULTS OF OPERATIONS

        YEARS ENDED DECEMBER 31, 2000 AND 1999

        Our Company's net income increased by $1,020,000 or 22.9% to $5,485,000
for the year ended December 31, 2000 compared to $4,464,000 for 1999. Net
interest income on a fully taxable equivalent basis increased to $22,187,000 or
3.77% of average earning assets for 2000 compared to $16,604,000 or 3.85% of
average earning assets for 1999. The provision for loan losses for 2000 was
$1,222,000 compared to $910,000 for 1999. Net loans charged off for 2000 were
$197,000 compared to $558,000 for 1999.

                                       8
<PAGE>   10

        Noninterest income and noninterest expense for the years ended December
31, 2000 and 1999 were as follows:

(DOLLARS EXPRESSED IN THOUSANDS)

<TABLE>
<CAPTION>
                                                            YEAR ENDED
                                                           DECEMBER 31,            INCREASE      (DECREASE)
                                                   ---------------------------   ---------------------------
                                                        2000           1999         AMOUNT           %
                                                   ------------   ------------   ------------   ------------
<S>                                                <C>            <C>            <C>            <C>
NONINTEREST INCOME
Service charges on deposit accounts                $      1,569          1,164            405           34.8%
Trust department income                                     560            418            142           34.0
Brokerage income                                             89             58             31           53.5
Mortgage loan servicing fees                                536            458             78           17.0
Gain on sales of mortgage loans                             402            461            (59)         (12.8)
Gain (loss) on sales and calls of debt securities           (28)            --            (28)        (100.0)
Credit card fees                                            145            133             12            9.0
Other                                                       318            256             62           24.2

                                                   ------------   ------------   ------------   ------------
                                                   $      3,591          2,948            643           21.8%
                                                   ============   ============   ============   ============
NONINTEREST EXPENSE
Salaries and employee benefits                     $      7,429          5,817          1,612           27.7%
Occupancy expense, net                                      981            748            233           31.2
Furniture and equipment expense                           1,563          1,157            406           35.1
FDIC insurance assessment                                   127             68             59           86.8
Advertising and promotion                                   336            326             10            3.1
Postage, printing, and supplies                             737            555            182           32.8
Legal, examination, and professional fees                   583            383            200           52.2
Credit card expenses                                        101             91             10           11.0
Credit investigation and loan collection                    236            198             38           19.2
Amortization of intangible assets                         1,319            748            571           76.3
Other                                                     2,246          1,436            810           56.4
                                                   ------------   ------------   ------------   ------------

                                                   $     15,658         11,527          4,131           35.8%
                                                   ============   ============   ============   ============
</TABLE>

        Noninterest income increased $643,000 or 21.8% to $3,591,000 for 2000
compared to $2,948,000 for 1999. Approximately $204,000 of the increase in
noninterest income reflected the inclusion of the acquired companies' results of
operations since the dates of acquisitions. The remainder of the increase
primarily reflected an increase in trust department income of $142,000. This
increase was the result of instituting new trust fee schedules as well as the
collection of several large trust distribution fees. The $31,000 increase in
brokerage income reflects high sales volumes in 2000 compared to 1999. Mortgage
servicing income increased $78,000 and reflected average loans serviced of
$132,861,000 during 2000 compared to $113,387,000 during 1999. The $62,000
increase in other noninterest income reflected gains recognized by Exchange
National Bank on the purchase of tax credits. The decrease in gains on sales of
mortgage loans reflected lower levels of loans sold in 2000. The Company sold
$16,192,000 of loans in 2000 compared to $29,038,000 in 1999. The Company also
had a loss of approximately $28,000 on the sale of a security in 2000.

        Noninterest expense increased $4,131,000 or 35.8% to $15,658,000 for
2000 compared to $11,527,000 for 1999. Approximately $2,758,000 of the increase
reflected the inclusion of the acquired companies' results of operations since
the dates of acquisitions. Excluding increases attributable to the acquisitions,
salaries increased approximately $400,000, occupancy expense increased $82,000,
furniture and equipment expense increased $279,000, postage, printing and
supplies increased $92,000, legal, examination and professional fees increased
$97,000, and other noninterest expense increased $371,000. The increase in
salaries and benefits reflects normal salary insurance benefit increases as well
as additional hires. The increase in occupancy and furniture and equipment
expense is primarily related to a major renovation project at Exchange National
Bank in 1999 and to an upgrade of core data processing equipment at Citizens
Union State Bank in December, 1999. As a result,

                                       9
<PAGE>   11

depreciation expense is higher in 2000 compared to 1999. Postage, printing and
supplies reflects costs associated with various shareholder mailings related to
the acquisitions and other shareholder matters. The increase in legal,
examination and professional fees reflects expenses the Company incurred related
to the development of a stock incentive plan, shareholders' rights plan and
other corporate and shareholder matters. The increase in other noninterest
expense is spread across various expense categories including but not limited to
travel, training, consulting fees and insurance expense.

        YEARS ENDED DECEMBER 31, 1999 AND 1998

        Our Company's net income increased by $111,000 or 2.55% to $4,464,000
for the year ended December 31, 1999 compared to $4,353,000 for 1998. Net
interest income on a fully taxable equivalent basis increased to $16,604,000 or
3.85% of average earning assets for 1999 compared to $15,559,000 or 3.72% of
average earning assets for 1998. The provision for loan losses for 1999 was
$910,000 compared to $702,000 for 1998. Net loans charged off for 1999 were
$558,000 compared to $203,000 for 1998.

                                       10
<PAGE>   12

        Noninterest income and noninterest expense for the years ended December
31, 1999 and 1998 were as follows:

(DOLLARS EXPRESSED IN THOUSANDS)

<TABLE>
<CAPTION>
                                                            YEAR ENDED
                                                           DECEMBER 31,            INCREASE      (DECREASE)
                                                   ---------------------------   ---------------------------
                                                        1999           1998         AMOUNT           %
                                                   ------------   ------------   ------------   ------------
<S>                                                <C>            <C>            <C>            <C>
NONINTEREST INCOME
Service charges on deposit accounts                $      1,164          1,079             85            7.9%
Trust department income                                     418            498           (80)         (16.1)
Brokerage income                                             58             --             58          100.0
Mortgage loan servicing fees                                458            421             37            8.8
Gain on sales of mortgage loans                             461            316            145           45.9
Gain (loss) on sales and calls of debt securities            --              6            (6)        (100.0)
Credit card fees                                            133            112             21           18.8
Other                                                       256            272           (16)          (5.9)

                                                   ------------   ------------   ------------   ------------
                                                   $      2,948          2,704            244            9.0%
                                                   ============   ============   ============   ============
NONINTEREST EXPENSE
Salaries and employee benefits                     $      5,817          5,376            441            8.2%
Occupancy expense, net                                      748            532            216           40.6
Furniture and equipment expense                           1,157            910            247           27.1
FDIC insurance assessment                                    68             69            (1)          (1.5)
Advertising and promotion                                   326            364           (38)         (10.4)
Postage, printing, and supplies                             555            568           (13)          (2.3)
Legal, examination, and professional fees                   383            307             76           24.8
Credit card expenses                                         91             74             17           23.0
Credit investigation and loan collection                    198            185             13            7.0
Amortization of intangible assets                           748            794           (46)          (5.8)
Other                                                     1,436          1,336            100            7.5
                                                   ------------   ------------   ------------   ------------

                                                   $     11,527         10,515          1,012            9.6%
                                                   ============   ============   ============   ============
</TABLE>

        Noninterest income increased $244,000 or 9.0% to $2,948,000 for 1999
compared to $2,704,000 for 1998. The $85,000 increase in service charges on
deposit accounts is due to improved collections of charges as opposed to
increased product pricing. The $80,000 decrease in trust department income
reflected the receipt of an unusually large estate distribution fee and closing
of other accounts at Exchange National Bank in 1998. The $58,000 increase in
brokerage income reflects a new service offered by our Company in 1999. Mortgage
servicing income increased $37,000 and reflected average loans serviced of
$113,387,000 during 1999 compared to $105,582,000 during 1998. The $145,000
increase in gains on sales of mortgage loans is due to higher margins on the
sales of mortgage loans in 1999 compared to 1998.

        Noninterest expense increased $1,012,000 or 9.6% to $11,527,000 for 1999
compared to $10,515,000 for 1998. The increase primarily reflected increases in
the following categories: salaries and employee benefits - $441,000; occupancy
expense - $216,000; furniture and equipment expense - $247,000; and legal,
examination and professional fees - $76,000; and other - $100,000. Of the
$441,000 increase in salaries and benefits, $358,000 represents increased salary
expense as a result of normal salary increases plus additional staffing and
$61,000 represents higher insurance benefits expense. The $216,000 increase in
occupancy expense and the $247,000 increase in furniture and equipment expense
are primarily related to a renovation project at Exchange National Bank's main
banking facility and rental expense for a new facility at Citizens Union State
Bank. The $76,000 increase in legal, examination and professional fees reflects
costs associated with our Company's stock split during the fourth quarter of the
year. The $100,000 increase in other noninterest expense represents consulting
fees incurred for strategic tax planning.

                                       11
<PAGE>   13

NET INTEREST INCOME

        Fully taxable equivalent net interest income increased $5,584,000 or
33.6% to $22,188,000 for 2000 compared to $16,604,000 for 1999, and followed a
$1,045,000 or 6.7% increase from 1999 compared to 1998. The increase in net
interest income in 2000 was the result of increased earning assets, and for 1999
was the result of both increased earning assets and a higher net interest
margin.

        The following table presents average balance sheets, net interest
income, average yields of earning assets, and average costs of interest bearing
liabilities on a fully taxable equivalent basis for each of the years in the
three-year period ended December 31, 2000.

(DOLLARS EXPRESSED IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                 YEAR ENDED DECEMBER 31,
                             -----------------------------------------------------------------------------------------------------
                                        2000                               1999                               1998
                             -----------------------------------------------------------------------------------------------------
                                          INTEREST     RATE                  INTEREST       RATE                 INTEREST     RATE
                              AVERAGE     INCOME/     EARNED/    AVERAGE      INCOME/     EARNED/    AVERAGE     INCOME/     EARNED/
                              BALANCE    EXPENSE(1)   PAID(1)    BALANCE    EXPENSE(1)    PAID(1)    BALANCE    EXPENSE(1)   PAID(1)
                              -------    ----------   -------    -------    ----------    -------    -------    ----------   -------
<S>                          <C>          <C>          <C>      <C>           <C>          <C>      <C>         <C>         <C>
ASSETS
Loans: (2)
  Commercial                 $135,791     $12,077      8.89%    $104,720      $ 8,833      8.43%    $ 94,441     $ 8,326       8.82%
  Real estate                 229,864      19,291      8.39      150,585       12,343      8.20      140,397      11,977       8.53
  Consumer                     57,898       5,079      8.77       48,187        4,145      8.60       44,841       3,970       8.85
Investment in debt and
  equity securities:(3)
U.S. Treasury and U.S.
  Government agencies         109,150       7,116      6.52       76,030        4,369      5.75       82,365       4,967       6.03
  State and municipal          39,072       2,740      7.01       27,267        1,930      7.08       27,480       1,971       7.17
  Other                         3,908         263      6.73        2,850          178      6.25        1,506          99       6.57
Federal funds sold             10,238         640      6.25       20,956        1,023      4.88       27,166       1,433       5.28
Interest bearing
  deposits in other
  financial institutions        2,595         159      6.13          211            8      3.79          241          13       5.81
                             --------    ----------             --------    ----------              --------    ----------
  Total interest
  earning assets              588,516      47,365      8.05      430,806       32,829      7.62      418,437      32,756       7.83
All other assets               64,236                             45,005                              41,048
Allowance for loan
  Losses                      (6,098)                            (4,700)                              (4,178)
                             --------                           --------                            --------
  Total assets               $646,654                           $471,111                            $455,307
                             ========                           ========                            ========

               Continued on next page
</TABLE>

                                       12
<PAGE>   14
<TABLE>
<CAPTION>
                                                       YEAR ENDED DECEMBER 31,
                      -------------------------------------------------------------------------------------------
                                 2000                            1999                           1998
                      ----------------------------     --------------------------      --------------------------
                                INTEREST    RATE                INTEREST    RATE                INTEREST     RATE
                      AVERAGE    INCOME/   EARNED/     AVERAGE   INCOME/   EARNED/     AVERAGE   INCOME/   EARNED/
                      BALANCE   EXPENSE(1) PAID(1)     BALANCE  EXPENSE(1) PAID(1)     BALANCE  EXPENSE(1) PAID(1)
                      -------   ---------- -------     -------  ---------- -------     -------  ---------- -------
<S>                   <C>       <C>        <C>         <C>      <C>        <C>         <C>      <C>        <C>
LIABILITIES AND
STOCKHOLDERS' EQUITY
NOW accounts           $83,594    $ 2,399    2.87%     $58,931    $ 1,423    2.41%     $54,557  $  1,357     2.49%
Savings                 43,606      1,221    2.80       36,428      1,061    2.91       35,109     1,243     3.54
Money market            53,556      2,146    4.01       42,638      1,611    3.78       39,131     1,527     3.90
Time deposits of
$100,000 and over       40,282      2,363    5.87       25,342      1,275    5.03       27,366     1,496     5.47
Other time deposits    232,151     13,116    5.65      159,775      8,164    5.11      159,408     8,890     5.58
                       -------     ------              -------      -----              -------  --------
 Total time deposits   453,189     21,245    4.69      323,114     13,534    4.19      315,571    14,513     4.60
Federal funds
  purchased  and
  securities sold
  under agreements to
  repurchase            20,162      1,162    5.76       21,872      1,179    5.39       25,754     1,433     5.56
Interest-bearing
 demand notes
 to U.S. Treasury          884         58    6.56          988         44    4.45          837        47     5.62
Other borrowed money    41,607      2,712    6.52       22,996      1,468    6.38       17,871     1,204     6.74
                        ------      -----               ------      -----              -------  --------
 Total interest-
 bearing liabilities   515,842     25,177    4.88      368,970     16,225    4.40      360,033    17,197     4.78
Demand deposits         60,208                          50,908                          46,186

Other liabilities        5,978                           3,794                           4,353
                         -----                           -----                         -------
 Total liabilities     582,028                         423,672                         410,572

Stockholders' equity    64,626                          47,439                          44,735
                        ------                          ------                         -------
 Total liabilities
 and stockholders'
 equity               $646,654                         $471,111                       $455,307
                      ========                         ========                       ========
Net interest income              $ 22,188                         $16,604                       $ 15,559
                                 ========                         =======                       ========
Net interest margin                          3.77%                           3.85%                           3.72%
                                           ======                          ======                         =======
</TABLE>
- ----------

(1)     Interest income and yields are presented on a fully taxable equivalent
        basis using the Federal statutory income tax rate of 34%, net of
        nondeductible interest expense. Such adjustments totaled $821,000,
        $580,000 and $576,000 for the years ended December 31, 2000, 1999 and
        1998, respectively.

(2)     Nonaccruing loans are included in the average amounts outstanding.

(3)     Average balances based on amortized cost.



                                       13
<PAGE>   15

        The following table presents, on a fully taxable equivalent basis, an
analysis of changes in net interest income resulting from changes in average
volumes of earning assets and interest bearing liabilities and average rates
earned and paid. The change in interest due to the combined rate/volume variance
has been allocated to rate and volume changes in proportion to the absolute
dollar amounts of change in each.

(DOLLARS EXPRESSED IN THOUSANDS)

<TABLE>
<CAPTION>
                                          YEAR ENDED                            YEAR ENDED
                                       DECEMBER 31, 2000                    DECEMBER 31, 1999
                                          COMPARED TO                          COMPARED TO
                                       DECEMBER 31, 1999                    DECEMBER 31, 1998
                                 -------------------------------     -------------------------------
                                  TOTAL         CHANGE DUE TO         TOTAL         CHANGE DUE TO
                                 -------      -----------------       ------       -----------------
                                 CHANGE       VOLUME       RATE       CHANGE       VOLUME       RATE
                                 ------       ------       ----       ------       ------       ----
<S>                         <C>            <C>         <C>         <C>          <C>          <C>
INTEREST INCOME ON A FULLY
  TAXABLE EQUIVALENT
BASIS:
Loans: (1)
 Commercial                  $   3,244        2,740        504      $   507          887        (380)
 Real estate (2)                 6,948        6,646        302          366          847        (481)
 Consumer                          934          850         84          175          290        (115)
Investment in debt and
 equity securities:
 U.S. Treasury and U.S.
 Government agencies             2,747        2,099        648         (598)        (371)       (227)
 State and municipal(2)            810          828        (18)         (41)         (15)        (26)
 Other                              85           70         15           79           84          (5)
Federal funds sold                (383)        (618)       235         (410)        (310)       (100)
Interest bearing deposits
 in other financial
 institutions                      151          143          8           (5)          (2)         (3)
                             ----------   ----------    ------    ----------   ----------      ------
Total interest income           14,536       12,758      1,778           73        1,410      (1,337)

Continued on next page
</TABLE>


                                       14
<PAGE>   16



<TABLE>
<CAPTION>
                                      YEAR ENDED                            YEAR ENDED
                                   DECEMBER 31, 2000                    DECEMBER 31, 1999
                                      COMPARED TO                          COMPARED TO
                                   DECEMBER 31, 1999                    DECEMBER 31, 1998
                            ----------------------------------    --------------------------------
                             TOTAL          CHANGE DUE TO          TOTAL         CHANGE DUE TO
                             -----        -----------------        -----       -----------------
                            CHANGE        VOLUME       RATE       CHANGE       VOLUME       RATE
                            ------        ------       ----       ------       ------       ----
<S>                        <C>           <C>        <C>          <C>          <C>         <C>
INTEREST EXPENSE:
NOW accounts                    976            673      303           66          107        (41)
Savings                         160            202      (42)        (182)          46       (228)
Money market                    535            432      103           84          134        (50)
Time deposits of
 $100,000 and over            1,088            849      239         (221)        (107)      (114)
Other time
 Deposits                     4,952          4,014      938         (726)          20       (746)
Federal funds purchased
 and securities sold
 under agreements
 to repurchase                 (17)            (96)      79         (254)        (210)       (44)
Interest-bearing
 demand notes to
 U.S. Treasury                   14             (5)      19           (3)           7        (10)
Other borrowed money          1,244          1,212       32          264          330        (66)
                            -------        -------    -----       -------      ------     -------
Total interest
   Expense                    8,952          7,281    1,671         (972)         327     (1,299)
                            -------        -------    -----       -------      ------     -------
NET INTEREST
 INCOME ON A
 FULLY TAXABLE
 EQUIVALENT BASIS           $ 5,584          5,477      107       $1,045        1,083        (38)
                            =======        =======    =====       =======      ======     =======
</TABLE>

- ----------
(1)     Nonaccruing loans are included in the average amounts outstanding.

(2)     Interest income and yields are presented on a fully taxable equivalent
        basis using the federal statutory income tax rate of 34%, net of
        nondeductible interest expense. Such adjustments totaled $821,000,
        $580,000 and $576,000 for the years ended December 31, 2000, 1999 and
        1998, respectively.

LENDING AND CREDIT MANAGEMENT

        Interest earned on the loan portfolio is a primary source of interest
income for our Company. Net loans represented 64.2% of total assets as of
December 31, 2000. Total loans increased steadily from December 31, 1996 through
December 31, 2000 due to stable local economies and reasonable interest rates.
Growth in volume of installment loans to individuals historically has depended
upon the purchase of non-recourse contracts from automobile dealers.

        Lending activities are conducted pursuant to written loan policies
approved by the Banks' Boards of Directors. Larger credits are reviewed by the
Banks' Discount Committees. These committees are comprised of members of senior
management.


                                       15

<PAGE>   17


        The following table shows the composition of the loan portfolio by major
category and each category as a percentage of the total portfolio as of the
dates indicated.

(DOLLARS EXPRESSED IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                DECEMBER 31,
                   ----------------------------------------------------------------------------------------------------
                           2000                  1999                1998               1997                1996
                     AMOUNT         %    AMOUNT         %     AMOUNT       %     AMOUNT        %      AMOUNT        %
                     ------         -    ------         -     ------       -     ------        -      ------        -
<S>                 <C>          <C>    <C>         <C>     <C>          <C>    <C>       <C>       <C>         <C>
Commercial,financial
  and agricultural  $151,330      32.3%  $114,469     35.1%  $ 98,298     34.1%  $ 90,543     32.5%  $ 40,208     23.2%
Real estate --
  Construction        20,500       4.4     24,891      7.6     19,414      6.7     33,947     12.2     22,737     13.1
Real estate --
  Mortgage           238,157      50.8    135,677     41.6    123,534     42.8    110,012     39.5     76,071     43.9
Installment loans
  to individuals      58,484      12.5     51,192     15.7     46,972     16.3     44,198     15.8     34,293     19.8
                    --------             --------             -------            --------            --------
Total loans         $468,471     100.0%  $326,229    100.0%  $288,218    100.0%  $278,700    100.0%  $173,309    100.0%
                    ========             ========            ========            ========            ========
</TABLE>


        Loans at December 31, 2000 mature as follows:

(DOLLARS EXPRESSED IN THOUSANDS)

<TABLE>
<CAPTION>
                                        OVER ONE YEAR
                                         THROUGH FIVE
                                            YEARS                 OVER FIVE YEARS
                                    -----------------------    -----------------------
                          ONE YEAR      FIXED      FLOATING       FIXED      FLOATING
                           OR LESS       RATE        RATE          RATE        RATE       TOTAL
                           -------       ----        ----          ----        ----       -----
<S>                      <C>          <C>        <C>           <C>         <C>          <C>
Commercial, financial,
   and agricultural       $104,214    $ 41,588     $ 1,761        $ 3,767      $   --    $151,330
Real estate --
construction                20,460          --          --             --          40      20,500
Real estate  --
mortgage                    95,525      77,660      27,319         33,924       3,729     238,157

Installment loans to
individuals                 19,501      38,616          --            367          --      58,484
                          --------      ------     -------        -------     -------    --------
   Total loans            $239,700    $157,864     $29,080        $38,058     $ 3,769    $468,471
                          ========    ========     =======        =======     =======    ========
</TABLE>


        Our Company generally does not retain long-term fixed rate residential
mortgage loans in its portfolio. Fixed rate loans conforming to standards
required by the secondary market are offered to qualified borrowers, but are not
funded until our Company has a non-recourse purchase commitment from the
secondary market at a predetermined price. At December 31, 2000 our Company was
servicing approximately $151,765,000 of loans sold to the secondary market.

        Mortgage loans retained in our Company's portfolio generally include
provisions for rate adjustments at one to three year intervals. Commercial loans
and real estate construction loans generally have maturities of less than one
year. Installment loans to individuals are primarily fixed rate loans with
maturities from one to five years.

        The provision was increased in 1996 and 1997 due to a combination of
loan growth and increases in net loans charged off. The decrease in the
provision in 1998 was primarily due to the decrease in net loans charged off.
The increase in the provision in 1999 was due to a combination of loan growth
and an increase in net loans charged off and the increase in 2000 was due to a
combination of loan growth and an increase in nonperforming loans.

        The provision for loan losses is based on management's evaluation of the
loan portfolio in light of national and local economic conditions, changes in
the composition and volume of the loan portfolio, changes in the volume of past
due and nonaccrual loans, and other relevant factors. The allowance for loan
losses which is reported as a

                                       16
<PAGE>   18

deduction from loans, is available for loan charge-offs. This allowance is
increased by the provision charged to expense and is reduced by loan charge-offs
net of loan recoveries.

        Management formally reviews all loans in excess of certain dollar
amounts (periodically established) at least annually. In addition, on a monthly
basis, management reviews past due, "classified", and "watch list" loans in
order to classify or reclassify loans as "loans requiring attention,"
"substandard," "doubtful," or "loss". During that review, management also
determines what loans should be considered to be "impaired". Management
believes, but there can be no assurance, that these procedures keep management
informed of possible problem loans. Based upon these procedures, both the
allowance and provision for loan losses are adjusted to maintain the allowance
at a level considered adequate by management for probable losses inherent in the
loan portfolio.




                                       17
<PAGE>   19
        The following table summarizes loan loss experience for the periods
indicated:

(DOLLARS EXPRESSED IN THOUSANDS)

<TABLE>
<CAPTION>
                                                               YEAR ENDED DECEMBER 31,
                                             ------------------------------------------------------------
                                                2000        1999        1998         1997        1996
                                                ----        ----        ----         ----        ----
<S>                                         <C>          <C>         <C>         <C>         <C>
Analysis of allowance for loan losses:
Balance beginning of period                    $4,765       4,413       3,914       2,307        2,179
Allowance for loan losses of
  acquired companies
  at date of acquisitions                       1,150          --          --       1,315           --
Charge-offs:
  Commercial, financial, and
  agricultural                                    273         410          90         120           37
  Real estate -- construction                      --          --          --         230           --
  Real estate -- mortgage                          10          36          32          17           --
  Installment loans to individuals                436         288         325         373          355
                                             --------    --------    --------     -------     --------
                                                  719         734         447         740          392
Recoveries:
  Commercial, financial, and
  agricultural                                    409          57         111          11            5
  Real estate -- construction                      --          --          --          --           --
  Real estate -- mortgage                          --           3          --          14           --
  Installment loans to individuals                113         116         133         142          120
                                             --------    --------    --------     -------     --------
                                                  522         176         244         167          125
                                             --------    --------    --------     -------     --------
Net charge-offs                                   197         558         203         573          267
                                             --------    --------    --------     -------     --------
Provision for loan losses                       1,222         910         702         865          395
                                             --------    --------    --------     -------     --------
Balance at end of period                     $  6,940       4,765       4,413       3,914        2,307
                                             ========    ========    ========     =======     ========
Loans outstanding:
  Average                                    $423,553     303,492     279,679     200,175      165,270
  End of period                               468,471     326,229     288,218     278,700      173,309
Allowance for loan
  losses to loans outstanding:
    Average                                      1.64%       1.57        1.58        1.96         1.40
    End of period                                1.48        1.46        1.53        1.40         1.33
Net charge-offs to average

  loans outstanding                              0.05        0.18        0.07        0.29         0.16
</TABLE>



<TABLE>
<CAPTION>
                                                        YEAR ENDED DECEMBER 31,
                                      ------------------------------------------------------------
                                         2000        1999        1998         1997        1996
                                         ----        ----        ----         ----        ----
<S>                                   <C>         <C>          <C>        <C>          <C>
Allocation of allowance for
  loan losses at end of period:
   Commercial, financial, and
    Agricultural                      $    2,838       1,214         935          877         827
   Real estate -- construction               530         479         496          554         253
   Real estate -- mortgage                 1,552       1,202       1,265        1,063         401
   Installment loans to individuals          900         392         413          419         423
   Unallocated                             1,120       1,478       1,304        1,001         403
                                      ----------  ----------   ---------   ----------  ----------
     Total                            $    6,940       4,765       4,413        3,914       2,307
                                      ==========  ==========   =========   ==========  ==========
Percent of categories to total
loans:
  Commercial, financial, and
  agricultural                              32.3%       35.1        34.1         32.5        23.2
  Real estate -- construction                4.4         7.6         6.7         12.2        13.1
  Real estate -- mortgage                   50.8        41.6        42.9         39.5        43.9
  Installment loans to individuals          12.5        15.7        16.3         15.8        19.8
                                      ----------  ----------   ---------   ----------  ----------
     Total                                 100.0       100.0       100.0        100.0       100.0
                                      ==========  ==========   =========   ==========  ==========
</TABLE>


                                       18

<PAGE>   20


        Non performing loans, defined as loans on nonaccrual status, loans 90
days or more past due, and restructured loans totaled $8,082,000 or 1.73% of
total loans at December 31, 2000 compared to $1,693,000 or 0.52% of total loans
at December 31, 1999. The following table summarizes our Company's nonperforming
assets at the dates indicated:

(DOLLARS EXPRESSED IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                             DECEMBER 31,
                                            -------------------------------------------------------------------------
                                                 2000            1999           1998            1997            1996
                                                 ----            ----           ----            ----            ----
<S>                                       <C>              <C>              <C>            <C>             <C>
Nonaccrual loans:
  Commercial, financial,
      and agricultural                      $    2,648             841             102             111              42
  Real estate -- construction                    1,006             134             274             385             327
  Real estate -- mortgage                        3,584             507             272             274             268
  Installment loans to individuals                 453              57              59              57              61
                                            ----------        --------        --------        --------        --------
    Total nonaccrual loans                       7,691           1,539             707             827             698
                                            ----------        --------        --------        --------        --------

Loans contractually past-due 90 days
  or more and still accruing:
  Commercial, financial, and
  agricultural                                      --              --              --              48              59
  Real estate -- construction                       --              --              --              --             122
  Real estate -- mortgage                          237              --              --             112             186
  Installment loans to individuals                 154              22              18              30              27
                                            ----------        --------        --------        --------        --------
    Total loans contractually
    past-due 90 days or more and still
    accruing                                       391              22              18             190             394

Restructured loans                                  --             132              85             100              --
                                            ----------        --------        --------        --------        --------
    Total nonperforming loans                    8,082           1,693             810           1,117           1,092
Other real estate                                   36              --              85             295              22
Repossessions                                      143              91              93             101             106
                                            ----------        --------        --------        --------        --------
    Total nonperforming assets              $    8,261           1,784             988           1,513           1,220
                                            ==========        ========        ========        ========        ========
Loans                                       $  468,471         326,229         288.218         278,700         173,309
Allowance for loan losses to
  loans                                           1.48%           1.46            1.53            1.40            1.33
Nonperforming loans to loans                      1.73            0.52            0.28            0.40            0.63
Allowance for loan losses to
  nonperforming loans                            85.87          281.45          544.81          350.40          211.26
Nonperforming assets to loans and
  foreclosed assets                               1.76            0.55            0.34            0.54            0.70
</TABLE>


        It is our Company's policy to discontinue the accrual of interest income
on loans when the full collection of principal or interest is in doubt, or when
the payment of principal or interest has become contractually 90 days past due
unless the obligation is both well secured and in the process of collection.
Interest on year-end nonaccrual loans, which would have been recorded under the
original terms of the loans, was approximately $727,000, $150,000 and $53,000
for the years ended December 31, 2000, 1999 and 1998, respectively.
Approximately $403,000, $80,000 and $8,000 was actually recorded as interest
income on such loans for the year ended December 31, 2000, 1999 and 1998,
respectively. The increase in nonaccrual loans at December 31, 2000 is primarily
attributable to three large credits at Exchange National Bank and one at
Citizens Union State Bank.

        A loan is considered impaired when it is probable a creditor will be
unable to collect all amounts due - both principal and interest - according to
the contractual terms of the loan agreement. In addition to nonaccrual loans at


                                       19
<PAGE>   21

December 31, 2000 included in the table above, which were considered impaired,
management has identified additional loans totaling approximately $5,979,000
which are not included in the nonaccrual table above but are considered by
management to be impaired. The $5,979,000 of loans identified by management as
being impaired reflected various commercial, commercial real estate, real
estate, and consumer loans ranging in size from approximately $3,000 to
approximately $3,125,000.

        Impairment reserves for our Company's impaired loans were determined
based on the fair value of the collateral securing those loans, or in the case
of loans guaranteed by the Small Business Administration, the amount of that
guarantee. At December 31, 2000 $1,598,000 of our Company's allowance for loan
losses related to impaired loans totaling approximately $13,670,000.

        As of December 31, 2000 and 1999 approximately $845,000 and $315,000,
respectively, of loans not included in the nonaccrual table above or identified
by management as being "impaired" were classified by management as having
potential credit problems which raised doubts as to the ability of the borrower
to comply with present loan repayment terms. In addition to the classified list,
our Company also maintains an internal loan watch list of loans which for
various reasons, not all related to credit quality, management is monitoring
more closely than the average loan in the portfolio. Loans may be added to this
list for reasons which are temporary and correctable, such as the absence of
current financial statements of the borrower, or a deficiency in loan
documentation. Other loans are added as soon as any problem is detected which
might affect the borrower's ability to meet the terms of the loan. This could be
initiated by the delinquency of a scheduled loan payment, a deterioration in the
borrower's financial condition identified in a review of periodic financial
statements, a decrease in the value of the collateral securing the loan, or a
change in the economic environment within which the borrower operates. Once a
loan is placed on our Company's watch list, its condition is monitored closely.
Any further deterioration in the condition of the loan is evaluated to determine
if the loan should be assigned to a higher risk category.

        The allowance for loan losses is available to absorb loan losses
regardless of the category of loan to be charged off. However, as a part of
management's evaluation of the adequacy of the allowance for loan losses, an
allocation of the allowance by loan category is made. At December 31, 2000,
management allocated $5,820,000 of the $6,940,000 total allowance for loan
losses to specific loan categories and $1,120,000 was unallocated. Considering
the size of several of our Company's lending relationships and the loan
portfolio in total, management believes that the December 31, 2000 allowance for
loan losses is adequate.

        Our Company does not lend funds for the type of transactions defined as
"highly leveraged" by bank regulatory authorities or for foreign loans.
Additionally, our Company does not have any concentrations of loans exceeding
10% of total loans which are not otherwise disclosed in the loan portfolio
composition table. Our Company does not have any interest-earning assets which
would have been included in nonaccrual, past due, or restructured loans if such
assets were loans.

        The following table sets forth the amount of our Company's outstanding
loan and similar commitments, by type, as of the end of each of the last two
fiscal years:

<TABLE>
<CAPTION>
                                                        DECEMBER 31,
                                               --------------------------------
                 TYPE OF COMMITMENT                 2000            1999
                 -------------------                ----            ----
<S>                                            <C>             <C>
        Commercial Loans                       $  28,447,970   $  23,886,157
        Real Estate Loans                         21,241,798      18,791,042
        MasterCard/Visa Credit Lines               9,609,286      10,092,286
        Other                                      7,154,633       9,209,987
                                               -------------   -------------
        Total Commitments (1)                  $  66,453,687   $  61,979,472
                                               =============   =============
</TABLE>
- ------------------
(1) Of the commitments shown as outstanding at December 31, 2000, management
considers approximately $64,037,000 to be "firm," and estimates that
approximately $44,869,000 will be exercised in 2001.

                                       20
<PAGE>   22

        Of the commitments shown in the foregoing table approximately
$35,692,000 represents fixed-rate loan commitments. The remaining commitments
provide that the interest rates to be charged on amounts borrowed thereunder
will be determined by market conditions at the time of borrowing.

INVESTMENT PORTFOLIO

        Our Company classifies its debt and equity securities into one of the
following two categories:

        Held-to-Maturity - includes investments in debt securities which our
Company has the positive intent and ability to hold until maturity.

        Available-for-Sale - includes investments in debt and equity securities
not classified as held to maturity or trading (i.e., investments which our
Company has no present plans to sell in the near-term but may be sold in the
future under different circumstances).

        Debt securities classified as held-to-maturity are carried at amortized
cost, while debt and equity securities classified as trading or
available-for-sale are carried at estimated market value. Unrealized holding
gains and losses from available-for-sale securities are excluded from earnings
and reported, net of applicable taxes, as a separate component of stockholders'
equity until realized.

        Our Company does not engage in trading activities and accordingly does
not have any debt or equity securities classified as trading securities.
Historically our Company's practice had been to purchase and hold debt
instruments until maturity unless special circumstances exist. However, since
the investment portfolio's major function is to provide liquidity and to balance
our Company's interest rate sensitivity position, certain debt securities along
with stock of the Federal Home Loan Bank and the Federal Reserve Bank are
classified as available-for-sale.

        At December 31, 2000 debt securities classified as held-to-maturity
represented 3.1% of total consolidated assets and debt and equity securities
classified as available-for-sale represented 18.6% of total consolidated assets.
Future levels of held-to-maturity and available-for-sale investment securities
can be expected to vary depending upon liquidity and interest sensitivity needs
as well as other factors.



                                       21
<PAGE>   23


        The following table presents the composition of the investment portfolio
by major category.

        (DOLLARS EXPRESSED IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                        DECEMBER 31,
                                -------------------------------- ------------------------------ ------------------------------
                                             2000                            1999                           1998
                                -------------------------------- ------------------------------ ------------------------------
                                 AVAILABLE-   HELD-TO-           AVAILABLE-  HELD-TO-            AVAILABLE-  HELD-TO-
                                  FOR-SALE    MATURITY   TOTAL    FOR-SALE   MATURITY   TOTAL     FOR-SALE   MATURITY   TOTAL
                                  --------    --------   -----    --------   --------   -----     --------   --------   -----
<S>                             <C>           <C>       <C>       <C>        <C>        <C>       <C>        <C>        <C>
U.S. Treasury
securities                        $  1,506         --     1,506      5,497        --     5,497     13,990      2,269    16,259
U.S. Government agencies
   and corporations:
     Mortgage-backed                 4,099         601    4,700      4,603        890    5,493      6,771      1,311     8,082
     Other                         102,461       3,500  105,961     61,027      6,010   67,037     35,982     11,300    47,282
States and political
   subdivisions                     22,405      17,667   40,072     14,432     13,365   27,797     12,153     15,869    28,022
Other debt securities                  202         695      897      3,964         --    3,964         --         --        --
                                  --------    --------   ------   --------   --------   ------   --------    -------   -------
   Total debt securities           130,673      22,463  153,136     89,523     20,265  109,788     68,896     30,749    99,645
Federal Home Loan Bank
stock                                2,711          --    2,711      1,379         --    1,379      1,351         --     1,351
Federal Reserve Bank
stock                                   60          --       60         60         --       60         60         --        60
Federal Agricultural
Mortgage Corporation                    10          --       10         10         --       10         10         --        10
                                  --------    --------  -------   --------   --------   ------   --------    -------   -------

Total investments                 $133,454      22,463  155,917     90,972     20,265  111,237     70,317     30,749   101,066
                                  ========    ========  =======   ========   ========  =======   ========    =======   =======
</TABLE>


        As of December 31, 2000, the maturity of debt securities in the
investment portfolio was as follows:

(DOLLARS EXPRESSED IN THOUSANDS)

<TABLE>
<CAPTION>
                                                    OVER ONE        OVER FIVE     WEIGHTED
                                   ONE YEAR         THROUGH          THROUGH      AVERAGE
                                    OR LESS        FIVE YEARS       TEN YEARS    YIELD (1)
                                    -------        ----------       ---------    ---------
<S>                               <C>             <C>               <C>          <C>
AVAILABLE-FOR-SALE
U.S. Treasury securities           $ 1,002,734         502,970              --        5.60%
U.S. Government agencies
and corporations:
Mortgage-backed (2)                    606,311       3,492,594              --        6.57

Other                               74,611,156      27,849,681              --        6.63
                                    ----------      ----------              --
Total U.S. Government agencies      75,217,467      31,342,275              --        6.63
States and political
subdivisions (3)                     2,071,415      14,618,947       5,714,977        6.83

Other debt security                    201,584              --              --        6.64
                                    ----------     -----------      ----------
Total available-for-sale
debt securities                    $78,493,200     $46,464,192      $5,714,977        5.60%
                                   ===========     ===========      ==========
Weighted average yield (1)                6.62%           6.65%           7.08%
</TABLE>



                                       22
<PAGE>   24




<TABLE>
<CAPTION>
                                                    OVER ONE     OVER FIVE        WEIGHTED
                                   ONE YEAR         THROUGH       THROUGH          AVERAGE
                                   OR LESS         FIVE YEARS    TEN YEARS        YIELD (1)
                                   -------         ----------    ---------        ---------
<S>                               <C>             <C>           <C>              <C>
HELD-TO-MATURITY
U.S. Government agencies
and corporations:
Mortgage-backed (2)                $  408,151       $  192,699      $     --             6.72%
Other                               3,499,935               --            --             6.56
                                    ---------       ----------     ---------
Total U.S. Government agencies      3,908,086          192,699            --             6.59
States and political
subdivisions (3)                    2,343,533       14,081,173     1,242,616             7.15
Other debt securities                 499,643               --            --             6.56
                                   ----------       ----------     ---------
     Total held-to-maturity
       debt securities             $6,751,267      $14,469,301    $1,242,616             7.03%
                                   ==========      ===========    ==========

Weighted average yield (1)               6.71%            7.12%         7.66%
</TABLE>


(1)     Weighted average yield is based on amortized cost for both
        available-for-sale and held-to-maturity securities.

(2)     Mortgage-backed securities issued by U.S. Government agencies and
        corporations have been included using historic repayment speeds.
        Repayment speeds were determined from actual portfolio experience during
        the twelve months ended December 31, 2000 calculated separately for each
        mortgage-backed security. These repayment speeds are not necessarily
        indicative of future repayment speeds and are subject to change based on
        changing mortgage interest rates.

(3)     Rates on obligations of states and political subdivisions have been
        adjusted to fully taxable equivalent rates using the statutory Federal
        income tax rate of 34%.

        At December 31, 2000 $1,792,000 of debt securities classified as
available-for-sale in the table above had variable rate provisions with
adjustment periods ranging from one to twelve months.

INTEREST SENSITIVITY AND LIQUIDITY

        The concept of interest sensitivity attempts to gauge exposure of our
Company's net interest income to adverse changes in market-driven interest rates
by measuring the amount of interest sensitive assets and interest sensitive
liabilities maturing or subject to repricing within a specified time period.
Liquidity represents the ability of our Company to meet the day-to-day
withdrawal demands of its deposit customers balanced against the fact that those
deposits are invested in assets with varying maturities. Our Company must also
be prepared to fulfill the needs of credit customers for loans with various
types of maturities and other financing arrangements. Our Company monitors its
interest sensitivity and liquidity through the use of static gap reports which
measure the difference between assets and liabilities maturing or repricing
within specified time periods.

        At December 31, 2000 Exchange National Bank, Citizens Union State Bank
and Osage Valley Bank each independently monitored their static gap reports with
their goals being to limit each bank's potential change in net interest income
due to changes in interest rates to acceptable limits. Interest rate changes
used by the individual banks ranged from 2.00% to 3.00% and the resulting net
interest income changes ranged from approximately 0.77% to 5.83%.


                                       23
<PAGE>   25


        The following table presents our Company's consolidated (including
Parent Company debt) static gap position at December 31, 2000 for the next
twelve months and the potential impact on net interest income for 2000 of an
immediate 2% increase in interest rates.

(DOLLARS EXPRESSED IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                           CUMULATIVE
                                                                          ONE THROUGH
                                                                             TWELVE
                                                                             MONTH
                                                                             PERIOD
                                                                       -----------------
<S>                                                                    <C>
Assets maturing or repricing within one year                               $ 316,544

Liabilities maturing or repricing within one year                            380,886
                                                                            --------

        GAP                                                                $ (64,342)
                                                                           =========
Ratio of assets maturing or repricing to
        liabilities maturing or repricing                                         83%
                                                                           =========


Impact on net interest income of an immediate
        2.00% increase in interest rates                                   $  (1,057)
                                                                           =========

 Net interest income for 2000                                              $  21,367
                                                                           =========

Percentage change in 2000 net interest
        income due to an immediate 2.00% increase in
        interest rates                                                         (4.95)%
                                                                           =========
</TABLE>


        In addition to managing interest sensitivity and liquidity through the
use of gap reports, Exchange National Bank has provided for emergency liquidity
situations with informal agreements with correspondent banks which permit it to
borrow up to $30,000,000 in federal funds on an unsecured basis and formal
agreements to sell and repurchase securities on which it may draw up to
$27,000,000. Exchange National Bank, Citizens Union State Bank and Osage Valley
Bank are members of the Federal Home Loan Bank which may be used to provide a
funding source for fixed rate real estate loans and/or additional liquidity.

        At December 31, 2000 and 1999, our Company had certificates and other
time deposits in denominations of $100,000 or more which mature as follows:

(DOLLARS EXPRESSED IN THOUSANDS)

<TABLE>
<CAPTION>
                                                    DECEMBER 31,
                                              -------------------------
                                                  2000         1999
                                                  ----         ----
<S>                                           <C>           <C>
       Three months or less                   $   11,021    $    6,555
       Over three months through six months       14,100         6,899
       Over six months through twelve months      21,012         4,970
       Over twelve months                          4,666         5,385
                                              ----------    ----------
                                              $   50,799    $   23,809
                                              ==========    ==========
</TABLE>


        Securities sold under agreements to repurchase generally mature the next
business day; however, certain agreements with local political subdivisions and
select businesses are fixed rate agreements with original maturities generally
ranging from 30 to 120 days. Information relating to securities sold under
agreements to repurchase is as follows:


                                       24
<PAGE>   26

(DOLLARS EXPRESSED IN THOUSANDS)

<TABLE>
<CAPTION>
                           AT END OF PERIOD                      FOR THE PERIOD ENDING
                      ---------------------------    ----------------------------------------------
                                      WEIGHTED                                          WEIGHTED
                                      AVERAGE            MAXIMUM                         AVERAGE
                                      INTEREST          MONTH-END        AVERAGE        INTEREST
                        BALANCE         RATE             BALANCE         BALANCE          RATE
                        -------         ----             -------         -------          ----
<S>                   <C>            <C>             <C>             <C>              <C>
December 31, 2000     $   16,398        6.03%        $   25,660      $   17,620          5.63%

December 31, 1999         24,895        5.06             30,285          21,364          5.39

December 31, 1998         16,991        5.10             36,923          25,754          5.56
</TABLE>


CAPITAL

        Risk-based capital guidelines for financial institutions were adopted by
regulatory authorities effective January 1, 1991. These guidelines are designed
to relate regulatory capital requirements to the risk profiles of the specific
institutions and to provide more uniform requirements among the various
regulators. Our Company is required to maintain a minimum risk-based capital to
risk-weighted assets ratio of 8.00%, with at least 4.00% being "Tier 1" capital.
In addition, a minimum leverage ratio, Tier 1 capital to adjusted total assets,
of 3.00% must be maintained. However, for all but the most highly rated
financial institutions, a leverage ratio of 3.00% plus an additional cushion of
100 to 200 basis points is expected.

        Detail concerning our Company's capital ratios at December 31, 2000 is
included in note 3 of our Company's consolidated financial statements included
elsewhere in this report.

RECENT ACCOUNTING PRONOUNCEMENTS

        In September 1998, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards No. 133, Accounting for
Derivative Instruments and Hedging Activities (SFAS 133). SFAS 133 establishes
standards for derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities. It requires an entity
to recognize all derivatives as either assets or liabilities in the statement of
financial position and measure those instruments at fair value. In September,
1999, the FASB issued Statement of Financial Accounting Standards No. 137,
Accounting for Derivative Instruments and Hedging Activities - Deferral of the
Effective Date of FASB Statement No. 133, an Amendment of FASB Statement No.
133, which defers the effective date of SFAS 133 from fiscal years beginning
after September 15, 1999 to fiscal years beginning after September 15, 2000.
Earlier application of SFAS 133, as amended, is encouraged but should not be
applied retroactively to financial statements of prior periods. In September
2000, the FASB issued Statement of Financial Accounting Standards No. 138 -
Accounting for Derivative Instruments and Hedging Activities, an Amendment of
FASB Statement No. 133 (SFAS 138), which addresses a limited number of issues
causing implementation difficulties for numerous entities that apply SFAS 133,
as amended. SFAS 138 amends the accounting and reporting standards of SFAS 133,
as amended, for certain derivative instruments, certain hedging activities, and
for decisions made by the FASB relating to the Derivative Implementation Group
(DIG) process. The Company has evaluated the requirements of SFAS 133, as
amended, and has determined that this statement will not have an effect on the
financial condition or results of operation of the Company. The DIG is currently
evaluating implementation issues relating to this standard and continues to
issue interpretative guidance. The Company is monitoring the developments of the
DIG and will evaluate such guidance as it is developed and released to determine
the effect, if any, on the Company's financial statements.

EFFECTS OF INFLATION

        The effects of inflation on financial institutions are different from
the effects on other commercial enterprises since financial institutions make
few significant capital or inventory expenditures which are directly affected by
changing prices. Because bank assets and liabilities are virtually all monetary
in nature, inflation does not affect a financial institution as much as do
changes in interest rates. The general level of inflation does underlie

                                       25
<PAGE>   27

the general level of most interest rates, but interest rates do not increase at
the rate of inflation as do prices of goods and services. Rather, interest rates
react more to changes in the expected rate of inflation and to changes in
monetary and fiscal policy.

        Inflation does have an impact on the growth of total assets in the
banking industry, often resulting in a need to increase capital at higher than
normal rates to maintain an appropriate capital to asset ratio. In the opinion
of management, inflation did not have a significant effect on our Company's
operations for the three years ended December 31, 2000.

FINANCIAL INSTRUMENT MARKET VALUES

        As disclosed in note 16 of our Company's consolidated financial
statements, the fair values of financial instrument assets included in the
balance sheet as of December 31, 2000 reflect fair values of approximately
$1,406,000 lower than the amounts recorded on the consolidated balance sheet.
The fair value of financial liabilities as of December 31, 2000 reflected fair
values of approximately $211,000 higher than the amounts recorded on the
consolidated balance sheet. Such differences reflect the effects of an
increasing rate environment, the effects of which are partially offset by the
effectiveness of our Company's asset/liability and credit risk management
programs.


                                       26
<PAGE>   28


                        CONSOLIDATED FINANCIAL STATEMENTS
        The following consolidated financial statements of our Company and
reports of our Company's independent auditors appear on the pages indicated.

<TABLE>
<CAPTION>
                                                                                      Page
                                                                                      ----
<S>                                                                                  <C>
        Independent Auditors' Report.                                                  28

        Consolidated Balance Sheets as of December 31, 2000 and 1999.                  29

        Consolidated Statements of Income for each of the years ended
        December 31, 2000, 1999 and 1998.                                              30

        Consolidated Statements of Stockholders' Equity and Comprehensive
        Income for each of the years ended December 31, 2000, 1999, and 1998.          31

        Consolidated Statements of Cash Flows for each of the years ended
        December 31, 2000, 1999, and 1998.                                             32

        Notes to Consolidated Financial Statements.                                    33
</TABLE>



                                       27
<PAGE>   29


                          INDEPENDENT AUDITORS' REPORT



The Board of Directors and Stockholders
Exchange National Bancshares, Inc.
Jefferson City, Missouri:


We have audited the accompanying consolidated balance sheets of Exchange
National Bancshares, Inc. and subsidiaries (the Company) as of December 31, 2000
and 1999, and the related consolidated statements of income, stockholders'
equity and comprehensive income, and cash flows for each of the years in the
three-year period ended December 31, 2000. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Exchange National
Bancshares, Inc. and subsidiaries as of December 31, 2000 and 1999, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 2000, in conformity with accounting
principles generally accepted in the United States of America.






/s/ KPMG, LLP





St. Louis, Missouri
March 2, 2001

                                       28
<PAGE>   30



                      EXCHANGE NATIONAL BANCSHARES, INC.
                               AND SUBSIDIARIES
                         Consolidated Balance Sheets

<TABLE>
<CAPTION>


                                 ASSETS                                       2000         1999
                                                                           -----------  ------------
<S>                                                                      <C>            <C>
Loans, net of allowance for loan losses of $6,939,991 and
   $4,764,801 at December 31, 2000 and 1999, respectively                $ 461,531,442  321,463,838
Investment in debt and equity securities:
   Available-for-sale, at fair value                                       133,453,720   90,971,986
   Held-to-maturity, at cost, fair value of $22,675,700
     and $20,226,477 at December 31, 2000 and 1999,
     respectively                                                           22,463,180   20,265,055
                                                                           -----------  ------------

         Total investment in debt and equity securities                    155,916,900  111,237,041
                                                                           -----------  ------------

Federal funds sold                                                          23,550,366   10,350,000
Cash and due from banks                                                     25,374,115   22,251,208
Premises and equipment                                                      15,791,222   12,361,112
Accrued interest receivable                                                  6,795,268    4,258,341
Intangible assets                                                           25,334,262   10,016,141
Other assets                                                                 5,309,771    3,008,564
                                                                           -----------  ------------

                                                                         $ 719,603,346  494,946,245
                                                                           ===========  ============
                  LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
   Demand                                                                $  68,722,835   57,943,197
   NOW                                                                      88,418,761   63,824,354
   Savings                                                                  43,779,175   35,712,336
   Money market                                                             56,360,492   40,622,589
   Time deposits $100,000 and over                                          50,798,272   23,809,375
   Other time deposits                                                     268,183,352  159,107,724
                                                                           -----------  ------------

         Total deposits                                                    576,262,887  381,019,575

Securities sold under agreements to repurchase                              16,398,484   24,894,907
Interest-bearing demand notes to U.S. Treasury                                 543,667    2,747,936
Other borrowed money                                                        42,377,787   26,450,568
Accrued interest payable                                                     4,420,054    2,127,719
Other liabilities                                                            6,016,730    1,757,982
                                                                           -----------  ------------

         Total liabilities                                                 646,019,609  438,998,687
                                                                           -----------  ------------

Commitments and contingent liabilities
Stockholders' equity:
   Common stock - $1 par value; 15,000,000 shares authorized, 2,863,493
   and 1,219,025 shares issued and outstanding at December 31, 2000 and
   1999, respectively                                                        2,863,493    1,219,025
   Surplus                                                                  21,955,275    9,618,307
   Retained earnings                                                        48,106,530   46,100,995
   Accumulated other comprehensive income (loss), net of tax                   658,439     (990,769)
                                                                           -----------  ------------

         Total stockholders' equity                                         73,583,737   55,947,558
                                                                           -----------  ------------

                                                                         $ 719,603,346  494,946,245
                                                                           ===========  ============
</TABLE>

See accompanying notes to consolidated financial statements.


                                       29
<PAGE>   31


                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES
                        Consolidated Statements of Income
                  Years ended December 31, 2000, 1999, and 1998

<TABLE>
<CAPTION>

                                                            2000            1999             1998
                                                          ---------       ---------       ---------
<S>                                                     <C>             <C>             <C>
Interest income:
   Interest and fees on loans                           $ 36,427,148      25,294,796      24,241,383
Interest and dividends on debt and equity securities:
  U.S. Treasury securities                                   163,665         702,737       1,159,787
  Securities of U.S. government agencies                   6,952,067       3,665,878       3,807,090
  Obligations of states and political subdivisions         1,940,162       1,376,639       1,426,862
  Other securities                                           262,614         178,404          99,234
Interest on federal funds sold                               639,650       1,023,214       1,432,582
Interest on time deposits with other banks                   159,014           7,480          13,575
                                                        ------------      ----------      ----------

        Total interest income                             46,544,320      32,249,148      32,180,513
                                                        ------------      ----------      ----------

Interest expense:
  NOW accounts                                             2,399,529       1,422,982       1,356,678
  Savings accounts                                         1,221,390       1,061,196       1,242,534
  Money market accounts                                    2,145,648       1,611,149       1,527,405
  Time deposit accounts $100,000 and over                  2,362,977       1,274,921       1,496,777
  Other time deposit accounts                             13,116,358       8,164,340       8,890,200
  Securities sold under agreements to repurchase             991,264       1,148,517       1,432,526
  Interest-bearing demand notes to U.S. Treasury              57,893          44,067          47,350
  Federal funds purchased                                    170,372          30,539              --
  Other borrowed money                                     2,712,166       1,467,650       1,203,835
                                                        ------------      ----------      ----------

        Total interest expense                            25,177,597      16,225,361      17,197,305
                                                        ------------      ----------      ----------

        Net interest income                               21,366,723      16,023,787      14,983,208

Provision for loan losses                                  1,222,000         910,000         702,500
                                                        ------------      ----------      ----------

        Net interest income after provision for
          loan losses                                     20,144,723      15,113,787      14,280,708
                                                        ------------      ----------      ----------

Noninterest income:
  Service charges on deposit accounts                      1,569,331       1,163,649       1,079,494
  Trust department income                                    559,904         417,867         498,204
  Brokerage commisions                                        89,324          58,451              --
  Mortgage loan servicing fees                               536,024         458,185         420,591
  Gain on sales of mortgage loans                            402,402         461,275         316,164
  Gain (loss) on sales and calls of debt securities          (27,710)           (245)          6,491
  Credit card fees                                           145,028         133,581         112,118
  Other                                                      316,203         255,625         271,001
                                                        ------------      ----------      ----------

                                                           3,590,506       2,948,388       2,704,063
                                                        ------------      ----------      ----------

Noninterest expense:
  Salaries and employee benefits                           7,429,043       5,817,330       5,375,712
  Occupancy expense, net                                     981,101         747,663         531,739
  Furniture and equipment expense                          1,563,184       1,157,334         910,497
  FDIC insurance assessment                                  126,668          67,804          68,888
  Advertising and promotion                                  336,060         326,416         363,854
  Credit card expenses                                       100,909          91,340          74,287
  Amortization of intangible assets                        1,319,343         747,774         794,029
  Other                                                    3,801,933       2,571,399       2,396,254
                                                        ------------      ----------      ----------

                                                          15,658,241      11,527,060      10,515,260
                                                        ------------      ----------      ----------

Income before income taxes                                 8,076,988       6,535,115       6,469,511

Income taxes                                               2,592,319       2,070,736       2,116,775
                                                        ------------      ----------      ----------

Net income                                              $  5,484,669       4,464,379       4,352,736
                                                        ============      ==========      ==========

Basic and diluted earnings per share                    $       2.05            2.06            2.02
                                                        ============      ==========      ==========
</TABLE>
See accompanying notes to consolidated financial statements.


                                       30
<PAGE>   32


                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

    Consolidated Statements of Stockholders' Equity and Comprehensive Income

                  Years ended December 31, 2000, 1999, and 1998

<TABLE>
<CAPTION>
                                                                                  ACCUMULATED
                                                                                     OTHER
                                                                                    COMPRE-     TOTAL
                                                                                    HENSIVE     STOCK-
                                             COMMON                   RETAINED      INCOME     HOLDERS'
                                             STOCK        SURPLUS     EARNINGS      (LOSS)      EQUITY
                                            ---------    ----------  -----------  ------------ ----------
<S>                                       <C>            <C>         <C>          <C>          <C>
Balance, December 31, 1997                $   718,511    1,281,489   40,986,755      120,847   43,107,602

Comprehensive income:
    Net income                                     --           --    4,352,736           --    4,352,736
    Other comprehensive income:
     Unrealized gains on debt and equity
       securities available-for-sale, net
       of tax                                      --           --           --      266,398      266,398
     Adjustment for gain on sales and
       calls of debt and equity
       securities, net of tax                      --           --           --       (4,089)      (4,089)
                                                                                               ----------
           Total other comprehensive income                                        .              262,309
                                                                                               ----------
           Total comprehensive income                                                           4,615,045
                                                                                               ----------

Cash dividends declared, $0.75 per share           --           --   (1,609,465)          --   (1,609,465)
                                            ---------    ----------  -----------   ----------  ----------

Balance, December 31, 1998                    718,511    1,281,489   43,730,026      383,156   46,113,182

Comprehensive income:
    Net income                                     --           --    4,464,379           --    4,464,379
    Other comprehensive income(loss):
     Unrealized loss on debt
       and equity securities available-
       for-sale, net of tax                        --           --           --   (1,374,087)  (1,374,087)
     Adjustment for loss on sales and
       calls of debt and equity
       securities, net of tax                      --           --           --          162          162
                                                                                               ----------
           Total other comprehensive loss                                                      (1,373,925)
                                                                                               ----------
           Total comprehensive income                                                           3,090,454
                                                                                               ----------

Three-for-two stock split (accounted for
as a dividend)                                359,212           --     (361,822)          --       (2,610)
                                                                                               ----------
Proceeds from sale of common stock            141,302    8,336,818           --           --    8,478,120
                                                                                               ----------
Cash dividends declared, $0.80 per share           --           --   (1,731,588)          --   (1,731,588)
                                            ---------    ----------  -----------   ----------  ----------

Balance, December 31, 1999                  1,219,025    9,618,307   46,100,995     (990,769)  55,947,558

Comprehensive income:
    Net income                                     --           --    5,484,669           --    5,484,669
    Other comprehensive income:
     Unrealized gain on debt
       and equity securities available-
       for-sale, net of tax                        --           --            --   1,630,921    1,630,921
     Adjustment for loss on sales and
       calls of debt and equity
       securities, net of tax                      --           --            --      18,287       18,287
                                                                                               ----------
           Total other comprehensive income (loss)                                              1,649,208
                                                                                               ----------
           Total comprehensive income                                                           7,133,877
                                                                                               ----------

Two-for-one stock split (accounted for
  as a dividend)                            1,219,025           --    (1,219,025)         --           --
Acquisition of CNS Bancorp, Inc.              425,443   12,336,968            --          --   12,762,411
Cash dividends declared, $0.85 per share           --           --    (2,260,109)         --   (2,260,109)
                                            ---------   ----------   -----------   ----------  ----------

Balance, December 31, 2000                $ 2,863,493   21,955,275    48,106,530    (658,439)  73,583,737
                                            =========   ==========   ===========   ==========  ==========
</TABLE>
See accompanying notes to consolidated financial statements.


                                       31
<PAGE>   33


                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows

                  Years ended December 31, 2000, 1999, and 1998

<TABLE>
<CAPTION>
                                                                                               2000             1999
                                                                                          ---------------  ----------------
<S>                                                                                     <C>                <C>
    Net income                                                                          $      5,484,669         4,464,379
    Adjustments to reconcile net income to net cash provided by operating activities:
      Provision for loan losses                                                                1,222,000           910,000
      Depreciation expense                                                                     1,281,252           914,507
      Net amortization of debt securities premiums and discounts                               (398,714)           309,007
      Amortization of intangible assets                                                        1,319,343           747,774
      (Increase) decrease in accrued interest receivable                                     (1,128,303)         (464,249)
      Increase in other assets                                                                 (777,216)       (1,266,126)
      Increase (decrease) in accrued interest payable                                          1,119,991          (39,236)
      Increase (decrease) in other liabilities                                                 3,380,550         (326,049)
      (Gain) loss on sales and calls of debt securities                                           27,710               245
      Other, net                                                                               (448,945)         (216,128)
      Origination of mortgage loans for sale                                                (27,235,887)      (29,037,532)
      Proceeds from the sale of mortgage loans                                                27,638,289        29,498,807
      Gain on sale of mortgage loans                                                           (402,402)         (461,275)
                                                                                          ---------------  ----------------

             Net cash provided by operating activities                                        11,082,337         5,034,124
                                                                                          ---------------  ----------------

Cash flows from investing activities:
    Net increase in loans                                                                   (19,977,196)      (39,227,485)
    Purchases of debt securities:
      Available-for-sale                                                                    (86,579,932)      (83,888,008)
      Held-to-maturity                                                                         (567,724)       (1,499,823)
    Proceeds from maturities of debt securities:
      Available-for-sale                                                                      90,941,266        48,815,198
      Held-to-maturity                                                                         6,072,430         7,694,028
    Proceeds from calls of debt securities:
      Available-for-sale                                                                       2,155,000         6,125,000
      Held-to-maturity                                                                         1,010,000         4,167,000
    Proceeds from sales of debt securities:
      Available-for-sale                                                                         978,878         5,996,736
    Purchase of subsidiaries, net of cash
      and cash equivalents acquired                                                          (7,555,365)                 -
    Purchases of premises and equipment                                                      (1,444,691)       (1,277,195)
    Proceeds from sales of premises and equipment                                                 52,478            65,829
    Proceeds from sales of other real estate owned and repossessions                             828,336           834,856
                                                                                          ---------------  ----------------

             Net cash provided by (used in) investing activities                            (14,086,520)      (52,193,864)
                                                                                          ---------------  ----------------

Cash flows from financing activities:
    Net increase (decrease) in demand deposits                                              (16,447,426)         3,177,392
    Net increase in interest-bearing transaction accounts                                      5,768,350         8,765,621
    Net increase (decrease) in time deposits                                                  32,059,340       (4,445,224)
    Net increase (decrease) in securities sold under agreements to repurchase               (10,695,771)       (7,903,996)
    Net increase (decrease) in interest-bearing demand notes to U.S. Treasury                (2,204,269)       (2,071,995)
    Proceeds from bank debt                                                                   12,000,000                --
    Proceeds from Federal Home Loan Bank advances                                             12,000,000        10,000,000
    Proceeds from sale of common stock                                                                --         8,478,120
    Repayment of bank debt and Federal Home Loan Bank advances                              (11,037,964)         (700,000)
    Cash dividends paid                                                                      (2,114,804)       (1,694,696)
                                                                                          ---------------  ----------------

             Net cash provided by financing activities                                        19,327,456        33,557,204
                                                                                          ---------------  ----------------

             Net increase (decrease) in cash and cash equivalents                             16,323,273      (13,602,536)

Cash and cash equivalents, beginning of year                                                  32,601,208        46,203,744
                                                                                          ---------------  ----------------

Cash and cash equivalents, end of year                                                  $     48,924,481        32,601,208
                                                                                          ===============  ================

Supplemental disclosure of cash flow information -
    Cash paid (received) during the year for:
      Interest                                                                          $     23,136,391        16,264,597
      Income taxes                                                                             (232,547)         2,590,438

Supplemental schedule of noncash investing activities -
   Other real estate and repossessions acquired in settlement of loans                           915,987           747,868
    Stock issued in acquisition                                                               12,762,411                --
                                                                                          ===============  ================

<CAPTION>


                                                                                                1998
                                                                                          -----------------
<S>                                                                                       <C>
    Net income                                                                                   4,352,736
    Adjustments to reconcile net income to net cash provided by operating activities:
      Provision for loan losses                                                                    702,500
      Depreciation expense                                                                         585,623
      Net amortization of debt securities premiums and discounts                                   299,957
      Amortization of intangible assets                                                            794,029
      (Increase) decrease in accrued interest receivable                                           273,140
      Increase in other assets                                                                    (55,097)
      Increase (decrease) in accrued interest payable                                            (243,680)
      Increase (decrease) in other liabilities                                                    (96,450)
      (Gain) loss on sales and calls of debt securities                                            (6,491)
      Other, net                                                                                  (86,837)
      Origination of mortgage loans for sale                                                  (65,540,609)
      Proceeds from the sale of mortgage loans                                                  65,856,773
      Gain on sale of mortgage loans                                                             (316,164)
                                                                                          -----------------

             Net cash provided by operating activities                                           6,519,430
                                                                                          -----------------

Cash flows from investing activities:
    Net increase in loans                                                                     (11,074,244)
    Purchases of debt securities:
      Available-for-sale                                                                      (30,945,944)
      Held-to-maturity                                                                        (43,829,363)
    Proceeds from maturities of debt securities:
      Available-for-sale                                                                        27,842,273
      Held-to-maturity                                                                          49,013,339
    Proceeds from calls of debt securities:
      Available-for-sale                                                                        11,455,029
      Held-to-maturity                                                                           1,679,076
    Proceeds from sales of debt securities:
      Available-for-sale                                                                                --
    Purchase of subsidiaries, net of cash
      and cash equivalents acquired                                                              (215,000)
    Purchases of premises and equipment                                                        (3,829,625)
    Proceeds from sales of premises and equipment                                                       --
    Proceeds from sales of other real estate owned and repossessions                             1,654,513
                                                                                          -----------------

             Net cash provided by (used in) investing activities                                 1,750,054
                                                                                          -----------------

Cash flows from financing activities:
    Net increase (decrease) in demand deposits                                                   4,626,703
    Net increase in interest-bearing transaction accounts                                        6,624,694
    Net increase (decrease) in time deposits                                                     1,883,594
    Net increase (decrease) in securities sold under agreements to repurchase                  (4,502,676)
    Net increase (decrease) in interest-bearing demand notes to U.S. Treasury                  (2,987,640)
    Proceeds from bank debt                                                                             --
    Proceeds from Federal Home Loan Bank advances                                                2,800,000
    Proceeds from sale of common stock                                                                  --
    Repayment of bank debt and Federal Home Loan Bank advances                                 (3,253,000)
    Cash dividends paid                                                                        (1,609,465)
                                                                                          -----------------

             Net cash provided by financing activities                                           3,582,210
                                                                                          -----------------

             Net increase (decrease) in cash and cash equivalents                               11,851,694

Cash and cash equivalents, beginning of year                                                    34,352,050
                                                                                          -----------------

Cash and cash equivalents, end of year                                                          46,203,744
                                                                                          =================

Supplemental disclosure of cash flow information -
    Cash paid (received) during the year for:
      Interest                                                                                  17,440,985
      Income taxes                                                                               2,399,623

Supplemental schedule of noncash investing activities -
   Other real estate and repossessions acquired in settlement of loans                           1,654,513
    Stock issued in acquisition                                                                         --
                                                                                          =================
</TABLE>

See accompanying notes to consolidated financial statements.





                                       32

<PAGE>   34
                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2000, 1999, and 1998




(1)     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        Exchange National Bancshares, Inc. (the Company) provides a full range
        of banking services to individual and corporate customers through The
        Exchange National Bank of Jefferson City, Citizens Union State Bank and
        Trust of Clinton, and Osage Valley Bank of Warsaw, (the Banks) located
        within the communities surrounding Jefferson City and Clinton, Missouri.
        The Banks are subject to competition from other financial and
        nonfinancial institutions providing financial products. Additionally,
        the Company and its subsidiaries are subject to the regulations of
        certain regulatory agencies and undergo periodic examinations by those
        regulatory agencies.

        The consolidated financial statements of the Company have been prepared
        in conformity with generally accepted accounting principles and conform
        to predominant practices within the banking industry. The preparation of
        the consolidated financial statements in conformity with generally
        accepted accounting principles requires management to make estimates and
        assumptions, including the determination of the allowance for loan
        losses and the valuation of real estate acquired in connection with
        foreclosure or in satisfaction of loans, that affect the reported
        amounts of assets and liabilities and disclosure of contingent assets
        and liabilities at the date of the consolidated financial statements and
        the reported amounts of revenues and expenses during the reporting
        period. Actual results could differ from those estimates.

        The significant accounting policies used by the Company in the
        preparation of the consolidated financial statements are summarized
        below:

                PRINCIPLES OF CONSOLIDATION

                The consolidated financial statements include the accounts of
                the Company, The Exchange National Bank of Jefferson City, Union
                State Bancshares, Inc. (USB), and its wholly owned subsidiary,
                Citizens Union State Bank and Trust of Clinton, Mid Central
                Bancorp, Inc. (Mid Central), and its wholly owned subsidiary,
                Osage Valley Bank of Warsaw. All significant intercompany
                accounts and transactions have been eliminated.

                LOANS

                Loans are stated at face amount less unearned income and the
                allowance for loan losses. Income on loans is accrued on a
                simple-interest basis.

                Loans are placed on nonaccrual status when management believes
                that the borrower's financial condition, after consideration of
                business conditions and collection efforts, is such that
                collection of interest is doubtful. Interest accrued in the
                current year is reversed against interest income, and prior
                years' interest is charged to the allowance for loan losses. A
                loan remains on nonaccrual status until the loan is current as
                to payment of both principal and interest and/or the borrower
                demonstrates the ability to pay and remain current.

                Loan origination fees and certain direct costs are deferred and
                recognized over the life of the loan as an adjustment to yield.


                                                                     (Continued)

                                       33
<PAGE>   35
                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2000, 1999, and 1998


(1)     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        Exchange National Bancshares, Inc. (the Company) provides a full range
        of banking services to individual and corporate customers through The
        Exchange National Bank of Jefferson City, Citizens Union State Bank and
        Trust of Clinton, and Osage Valley Bank of Warsaw, (the Banks) located
        within the communities surrounding Jefferson City and Clinton, Missouri.
        The Banks are subject to competition from other financial and
        nonfinancial institutions providing financial products. Additionally,
        the Company and its subsidiaries are subject to the regulations of
        certain regulatory agencies and undergo periodic examinations by those
        regulatory agencies.

        The consolidated financial statements of the Company have been prepared
        in conformity with accounting principles generally accepted in the
        United States of America and conform to predominant practices within the
        banking industry. The preparation of the consolidated financial
        statements in conformity with accounting principles generally accepted
        in the United States of America requires management to make estimates
        and assumptions, including the determination of the allowance for loan
        losses and the valuation of real estate acquired in connection with
        foreclosure or in satisfaction of loans, that affect the reported
        amounts of assets and liabilities and disclosure of contingent assets
        and liabilities at the date of the consolidated financial statements and
        the reported amounts of revenues and expenses during the reporting
        period. Actual results could differ from those estimates.

        The significant accounting policies used by the Company in the
        preparation of the consolidated financial statements are summarized
        below:

                PRINCIPLES OF CONSOLIDATION

                The consolidated financial statements include the accounts of
                the Company, The Exchange National Bank of Jefferson City, Union
                State Bancshares, Inc. (USB), and its wholly owned subsidiary,
                Citizens Union State Bank and Trust of Clinton, Mid Central
                Bancorp, Inc. (Mid Central), and its wholly owned subsidiary,
                Osage Valley Bank of Warsaw. All significant intercompany
                accounts and transactions have been eliminated.

                LOANS

                Loans are stated at face amount less unearned income and the
                allowance for loan losses. Income on loans is accrued on a
                simple-interest basis.

                Loans are placed on nonaccrual status when management believes
                that the borrower's financial condition, after consideration of
                business conditions and collection efforts, is such that
                collection of interest is doubtful. Interest accrued in the
                current year is reversed against interest income. A loan remains
                on nonaccrual status until the loan is current as to payment of
                both principal and interest and/or the borrower demonstrates the
                ability to pay and remain current.

                Loan origination fees and certain direct costs are deferred and
                recognized over the life of the loan as an adjustment to yield.



                                                                     (Continued)
                                       34
<PAGE>   36
                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2000, 1999, and 1998


                The Exchange National Bank of Jefferson City originates certain
                loans which are sold in the secondary mortgage market to the
                Federal Home Loan Mortgage Corporation (Freddie Mac). These
                long-term, fixed-rate loans are sold on a note-by-note basis.
                Immediately upon locking in an interest rate, the Company enters
                into an agreement to sell the mortgage loan to Freddie Mac
                without recourse. The Company allocates the cost of loans
                originated between the mortgage loans and the mortgage servicing
                rights. At December 31, 2000 and 1999, no mortgage loans were
                held for sale. Mortgage loan servicing fees earned on loans sold
                to Freddie Mac are reported as income when the related loan
                payments are collected. Operational costs to service such loans
                are charged to expense as incurred.

                ALLOWANCE FOR LOAN LOSSES

                The allowance for loan losses is increased by provisions charged
                to expense and is reduced by loan charge-offs, net of
                recoveries. Management utilizes a systematic, documented
                approach in determining an adequate allowance for loan losses.
                Management's approach, which provides for general and specific
                valuation allowances, is based on current economic conditions,
                past losses, collection experience, risk characteristics of the
                portfolio, assessment of collateral values by obtaining
                independent appraisals for significant properties, and such
                other factors which, in management's judgment, deserve current
                recognition in estimating loan losses.

                Management believes the allowance for loan losses is adequate to
                absorb probable losses in the loan portfolio. While management
                uses available information to recognize loan losses, future
                additions to the allowance may be necessary based on changes in
                economic conditions. In addition, various regulatory agencies,
                as an integral part of their examination process, periodically
                review the allowance for loan losses. Such agencies may require
                the Banks to increase the allowance for loan losses based on
                their judgment about information available to them at the time
                of their examination.

                A loan is considered impaired when it is probable a creditor
                will be unable to collect all amounts due, both principal and
                interest, according to the contractual terms of the loan
                agreement. When measuring impairment, the expected future cash
                flows of an impaired loan are discounted at the loan's effective
                interest rate. Alternatively, impairment is measured by
                reference to an observable market price, if one exists, or the
                fair value of the collateral for a collateral-dependent loan.
                Regardless of the historical measurement method used, the
                Company measures impairment based on the fair value of the
                collateral when foreclosure is probable. Additionally,
                impairment of a restructured loan is measured by discounting the
                total expected future cash flows at the loan's effective rate of
                interest as stated in the original loan agreement. The Company
                follows its nonaccrual method for recognizing interest income on
                impaired loans.

                INVESTMENT IN DEBT AND EQUITY SECURITIES

                At the time of purchase, debt securities are classified into one
                of two categories: available-for-sale or held-to-maturity.
                Held-to-maturity securities are those securities which the
                Company has the ability and positive intent to hold until
                maturity. All equity securities, and debt securities not
                classified as held-to-maturity, are classified as
                available-for-sale.



                                                                     (Continued)
                                       35
<PAGE>   37
                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2000, 1999, and 1998


                Available-for-sale securities are recorded at fair value.
                Held-to-maturity securities are recorded at amortized cost,
                adjusted for the amortization of premiums or discounts.
                Unrealized gains and losses, net of the related tax effect, on
                available-for-sale securities are excluded from earnings and
                reported as accumulated other comprehensive income, a separate
                component of stockholders' equity, until realized.

                Premiums and discounts are amortized using the interest method
                over the lives of the respective securities, with consideration
                of historical and estimated prepayment rates for mortgage-backed
                securities, as an adjustment to yield. Dividend and interest
                income are recognized when earned. Realized gains and losses for
                securities classified as available-for-sale are included in
                earnings based on the specific identification method for
                determining the cost of securities sold.

                A decline in the market value of any available-for-sale or
                held-to-maturity security below cost that is deemed other than
                temporary results in a charge to earnings and the establishment
                of a new cost basis for the security.

                The Banks, as members of the Federal Home Loan Bank System
                administered by the Federal Housing Finance Board, are required
                to maintain an investment in the capital stock of the Federal
                Home Loan Bank (FHLB) in an amount equal to the greater of 1% of
                each bank's total mortgage-related assets at the beginning of
                each year, 0.3% of each bank's total assets at the beginning of
                each year, or 5% of advances from the FHLB to each bank.
                Additionally, The Exchange National Bank of Jefferson City is
                required to maintain an investment in the capital stock of the
                Federal Reserve Bank. These investments are recorded at cost
                which represents redemption value.

                PREMISES AND EQUIPMENT

                Premises and equipment are stated at cost less accumulated
                depreciation. Depreciation applicable to buildings and
                improvements and furniture and equipment is charged to expense
                using straight-line and accelerated methods over the estimated
                useful lives of the assets. Such lives are estimated to be 5 to
                55 years for buildings and improvements and 3 to 15 years for
                furniture and equipment. Maintenance and repairs are charged to
                expense as incurred.

                INTANGIBLE ASSETS

                The excess of cost over the fair value of net assets acquired in
                the acquisition of USB is being amortized using the
                straight-line method over an estimated life of 25 years. The
                core deposit intangible established in the acquisition is being
                amortized over a 10-year period on an accelerated method of
                amortization. The excess of cost over the fair value of assets
                acquired in the acquisitions of Mid Central, Calhoun, and CNS is
                being amortized using the straight-line method over an estimated
                life of 20 years. Other intangible assets are amortized over
                periods up to six years.

                Periodically, the Company reviews its intangible assets for
                events or changes in circumstances that may indicate that the
                carrying amount of the assets may not be recoverable. Based on
                those reviews, adjustments of recorded amounts have not been
                required.



                                                                     (Continued)
                                       36
<PAGE>   38
                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2000, 1999, and 1998


                OTHER REAL ESTATE

                Other real estate, included in other assets in the accompanying
                consolidated balance sheets, is recorded at fair value less
                estimated selling costs. If the fair value of other real estate
                declines subsequent to foreclosure, the difference is recorded
                as a valuation allowance through a charge to expense. Subsequent
                increases in fair value are recorded through a reversal of the
                valuation allowance. Expenses incurred in maintaining the
                properties are charged to expense.

                INCOME TAXES

                The Company and its subsidiaries file a consolidated federal
                income tax return.

                Deferred tax assets and liabilities are recognized for the
                future tax consequences attributable to differences between the
                financial statement carrying amounts of existing assets and
                liabilities and their respective tax bases. Deferred tax assets
                and liabilities are measured using enacted tax rates expected to
                apply to taxable income in the years in which those temporary
                differences are expected to be recovered or settled. The effect
                on deferred tax assets and liabilities of a change in tax rates
                is recognized in income in the period that includes the
                enactment date.

                TRUST DEPARTMENTS

                Property held by the Banks in fiduciary or agency capacities for
                customers is not included in the accompanying consolidated
                balance sheets, since such items are not assets of the Company.
                Trust department income is recognized on the accrual basis.

                EARNINGS PER SHARE

                Basic and diluted earnings per share were computed based upon
                weighted average common shares outstanding of 2,669,370,
                2,162,414 and 2,155,446 for 2000, 1999, and 1998, respectively.
                Stock options are the only dilutive potential common shares. At
                December 31, 2000, 34,929 stock options were not included in the
                calculation of diluted earnings per share because their effect
                was antidilutive.

                The weighted average common and diluted shares outstanding and
                earnings per share amounts have been restated to give effect to
                the three-for-two stock split accounted for as a dividend on
                October 13, 1999, and the two-for-one stock split accounted for
                as a dividend on June 5, 2000.

                CONSOLIDATED STATEMENTS OF CASH FLOWS

                For the purpose of the consolidated statements of cash flows,
                cash and cash equivalents consist of federal funds sold, cash,
                and due from banks.

                STOCK OPTIONS

                The Company accounts for it stock option plan in accordance with
                the provisions of Accounting Principles Board (APB) Opinion No.
                25, Accounting for Stock Issued to Employees," and related
                interpretations. As such, compensation expense is recorded on
                the date of grant only if the current market price of the
                underlying stock exceeded the exercise price. The Company
                provides pro


                                                                     (Continued)
                                       37
<PAGE>   39
                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2000, 1999, and 1998


                forma net income and pro forma net income per share disclosures
                for employee stock option grants as if the fair-value-based
                method defined in Statement of Financial Accounting Standard
                (SFAS) No. 123, "Accounting for Stock-Based Compensation," had
                been applied.

                COMPREHENSIVE INCOME

                The Company reports comprehensive income in the consolidated
                statements of stockholders' equity and comprehensive income.

                SEGMENT INFORMATION

                The Company has defined its business segments to be the Banks,
                which is consistent with the management structure of the Company
                and the internal reporting system that monitors performance.

(2)     ACQUISITIONS

        On January 3, 2000, the Company acquired 100% of the outstanding shares
        of common stock of Mid Central Bancorp, a one-bank holding company
        located in Warsaw, Missouri. At the date of acquisition, Mid Central had
        total assets and deposits of approximately $55.1 million and $49.4
        million, respectively. The transaction was accounted for under the
        purchase method of accounting; therefore, Mid Central's results of
        operations are included with the Company's from January 3, 2000 forward.
        Cash consideration of $8,798,000 was paid and total goodwill of
        $4,057,000 is being amortized over 20 years.

        On May 4, 2000, the Company acquired 100% of the outstanding shares of
        common stock of Calhoun Bancshares, Inc., Calhoun, and its subsidiary,
        Citizens State Bank of Calhoun (Citizens Bank). Immediately upon
        acquisition, Citizens State Bank of Calhoun was merged with and into
        Citizens Union State Bank and Trust of Clinton with the surviving
        institution being renamed the Citizens Citizens Union State Bank and
        Trust of Clinton. At the date of acquisition, Calhoun had total assets
        and deposits of approximately $69.9 million and $60.5 million,
        respectively. The transaction was accounted for under the purchase
        method of accounting; therefore, Citizens Bank's results of operations
        are included with the Company's from May 4, 2000 forward. Cash
        consideration of $14,480,000 was paid and total goodwill of $8,106,000
        is being amortized over 20 years.

        On June 16, 2000, the Company acquired 100% of the outstanding shares of
        common stock of CNS Bancorp, Inc. (CNS) and its wholly-owned subsidiary,
        City National Savings Bank, FSB, a federally chartered savings bank.
        Immediately upon acquisition, City National Savings Bank was merged with
        and into The Exchange National Bank of Jefferson City. At the date of
        acquisition, CNS had total assets and deposits of approximately $86.4
        million and $64.2 million, respectively. The transaction was accounted
        for under the purchase method of accounting; therefore, CNS' results of
        operation are included with the Company's from June 16, 2000 forward.
        Cash consideration of $12,764,000 and stock consideration of 425,443
        shares was paid and total goodwill of $3,962,000 is being amortized over
        20 years.



                                                                     (Continued)
                                       38
<PAGE>   40
                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2000, 1999, and 1998


        A summary of unaudited pro forma combined financial information for the
        years ended December 31, 2000 and 1999 for the Company and the
        aforementioned acquisitions as if the transactions had occurred on
        January 1, 1999 follows. These pro forma presentations do not include
        any anticipated expense reductions that may result from the mergers
        discussed above.

<TABLE>
<CAPTION>
                                                                            2000          1999
                                                                        ------------- -------------

<S>                                                                   <C>             <C>
       Net interest income                                            $  22,647,916   21,204,468
       Net income                                                         5,235,605    4,009,136
       Earnings per share                                                      1.96         1.85
                                                                        ============= =============

</TABLE>

(3)     CAPITAL REQUIREMENTS

        The Company and the Banks are subject to various regulatory capital
        requirements administered by federal and state banking agencies. Failure
        to meet minimum capital requirements can initiate certain mandatory, and
        possibly additional discretionary, actions by regulators that, if
        undertaken, could have a direct material effect on the Company's
        consolidated financial statements. Under capital adequacy guidelines,
        the Company and the Banks must meet specific capital guidelines that
        involve quantitative measures of assets, liabilities, and certain
        off-balance sheet items as calculated under regulatory accounting
        practices. The capital amounts and classification of the Company and the
        Banks are subject to qualitative judgments by the regulators about
        components, risk-weightings, and other factors.

        Quantitative measures established by regulations to ensure capital
        adequacy require the Company and the Banks to maintain minimum amounts
        and ratios (set forth in the following table) of total and Tier I
        capital to risk-weighted assets, and of Tier I capital to adjusted
        average assets. Management believes, as of December 31, 2000, the
        Company and the Banks meet all capital adequacy requirements to which
        they are subject.

        As of December 31, 2000, the most recent notification from the
        regulatory authorities categorized the banks as well capitalized under
        the regulatory framework for prompt corrective action. To be categorized
        as well capitalized, the Banks must maintain minimum total risk-based,
        Tier I risk-based, and Tier I leverage ratios as set forth in the table.
        There are no conditions or events since the notifications that
        management believes have changed the Banks' categories.



                                                                     (Continued)
                                       39
<PAGE>   41
                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2000, 1999, and 1998


        The actual and required capital amounts and ratios for the Company and
        the Banks as of December 31, 2000 and 1999 are as follows (dollars in
        thousands):

<TABLE>
<CAPTION>
                                                                2000
                                   ----------------------------------------------------------------
                                                                                   TO BE WELL
                                                                                  CAPITALIZED
                                                                                  UNDER PROMPT
                                                              CAPITAL          CORRECTIVE ACTION
                                         ACTUAL             REQUIREMENTS           PROVISION
                                   -------------------- --------------------- ---------------------
                                    AMOUNT     RATIO     AMOUNT      RATIO     AMOUNT      RATIO
                                   --------- ---------- ---------- ---------- ---------- ----------
<S>                              <C>         <C>        <C>        <C>        <C>        <C>
       Total capital (to
          risk-weighted
          assets):
             Company             $   53,930     11.90%   $36,258      8.00%   $     --        --%
             The Exchange
               National Bank of
               Jefferson City        46,927     15.42     24,353      8.00      30,442      10.00
             Citizens Union
               State Bank and
               Trust of Clinton      19,168     15.32     10,012      8.00      12,515      10.00
             Osage Valley Bank        5,137     18.99      2,164      8.00       2,704      10.00
       Tier I capital (to
          risk-weighted
          assets):
             Company                 48,249     10.65     18,129      4.00          --         --
             The Exchange
             National Bank of
               Jefferson City        43,111     14.16     12,177      4.00      18,264       6.00
             Citizens Union
               State Bank and
               Trust of Clinton      17,598     14.06      5,006      4.00       7,509       6.00
             Osage Valley Bank        4,846     17.92      1,082      4.00       1,623       6.00
       Tier I capital (to
          adjusted average
          assets):
             Company                 48,249      7.07     20,474      3.00          --         --
             The Exchange
               National Bank of
               Jefferson City        43,111     10.77     12,013      3.00      20,022       5.00
             Citizens Union
               State Bank and
               Trust of Clinton      17,598      8.01      6,589      3.00      10,981       5.00
             Osage Valley Bank        4,846      8.04      1,807      3.00       3,012       5.00
                                   ========= ========== ========== ========== ========== ==========
</TABLE>


                                                                     (Continued)
                                       40
<PAGE>   42
                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2000, 1999, and 1998


<TABLE>
<CAPTION>
                                                                1999
                                   ----------------------------------------------------------------
                                                                                   TO BE WELL
                                                                                  CAPITALIZED
                                                                                  UNDER PROMPT
                                                              CAPITAL          CORRECTIVE ACTION
                                         ACTUAL             REQUIREMENTS           PROVISION
                                   -------------------- --------------------- ---------------------
                                    AMOUNT     RATIO     AMOUNT      RATIO     AMOUNT      RATIO
                                   --------- ---------- ---------- ---------- ---------- ----------
<S>                              <C>            <C>      <C>          <C>      <C>         <C>
       Total capital (to
          risk-weighted
          assets):
             Company             $   51,150     15.06%   $27,166      8.00%   $     --       -- %
             The Exchange
               National
               Bank of
               Jefferson City        38,281     14.98     20,444      8.00      25,555      10.00
             Citizens Union
               State Bank and
               Trust of Clinton      12,682     13.95      7,272      8.00       9,090      10.00
       Tier I capital (to
          risk-weighted
          assets):
             Company                 46,899     13.81     13,583      4.00          --       --
             The Exchange
               National
               Bank of
               Jefferson City        35,086     13.73     10,222      4.00      15,333       6.00
             Citizens Union
               State Bank and
               Trust of Clinton      11,541     12.70      3,636      4.00       5,454       6.00
       Tier I capital (to
          adjusted average
          assets):
             Company                 46,899      9.73     14,457      3.00          --       --
             The Exchange
               National
               Bank of
               Jefferson City        35,086     10.52     10,008      3.00      16,679       5.00
             Citizens Union
               State Bank and
               Trust of Clinton      11,541      7.84      4,414      3.00       7,357       5.00
                                   ========= ========== ========== ========== ========== ==========

</TABLE>

        Bank dividends are the principal source of funds for payment of
        dividends by the Company to its stockholders. The Banks are subject to
        regulations which require the maintenance of minimum capital
        requirements. At December 31, 2000, unappropriated retained earnings of
        approximately $4,812,000 were available for the declaration of dividends
        to the Company without prior approval from regulatory authorities.



                                                                     (Continued)
                                       41
<PAGE>   43
                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2000, 1999, and 1998



(4)     LOANS

        A summary of loans, by classification, at December 31, 2000 and 1999 is
        as follows:

<TABLE>
<CAPTION>
                                                                         2000            1999
                                                                     -------------- ---------------
<S>                                                                <C>               <C>
       Real estate                                                 $  258,657,787    160,567,662
       Commercial                                                     151,329,889    114,468,842
       Installment and other consumer                                  58,483,757     51,192,135
                                                                     -------------- ---------------

                                                                      468,471,433    326,228,639
       Less allowance for loan losses                                   6,939,991      4,764,801
                                                                     -------------- ---------------

                                                                   $  461,531,442    321,463,838
                                                                     ============== ===============
</TABLE>


        The Banks grant real estate, commercial, and installment and other
        consumer loans to customers located within the communities surrounding
        Jefferson City, Clinton, and Warsaw Missouri. As such, the Banks are
        susceptible to changes in the economic environment in these communities.
        The Banks do not have a concentration of credit in any one economic
        sector. Installment and other consumer loans consist primarily of the
        financing of vehicles.

        Following is a summary of activity in 2000 of loans made by the Banks to
        executive officers and directors or to entities in which such
        individuals had a beneficial interest. Such loans were made in the
        normal course of business on substantially the same terms, including
        interest rates and collateral requirements, as those prevailing at the
        same time for comparable transactions with other persons, and did not
        involve more than the normal risk of collectibility or present
        unfavorable features.

<TABLE>
<S>                                        <C>
Balance at December 31, 1999                $    8,733,984
New loans                                       27,749,485
Payments received                              (26,447,376)
Loans of executive officers of acquired
    companies at dates of acquisition            1,593,060
                                              --------------

Balance at December 31, 2000                $   11,629,153
                                              ==============
</TABLE>

        Loans serviced for others totaled approximately $160,801,000 and
        $121,005,000 at December 31, 2000 and 1999, respectively. Mortgage
        Servicing Rights totaled $622,000 and $230,000 at December 31, 2000 and
        1999, respectively.


                                                                     (Continued)
                                       42
<PAGE>   44
                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                       December 31, 2000, 1999, and 1998


Changes in the allowance for loan losses for 2000, 1999, and 1998 are as
follows:

<TABLE>
<CAPTION>
                                                         2000         1999         1998
                                                      -----------  ------------ -----------
<S>                                                 <C>             <C>          <C>
Balance, beginning of year                          $  4,764,801    4,412,921    3,914,383
Allowance for loan losses of acquired
   companies at date of acquisition                    1,150,457           --           --
Provision for loan losses                              1,222,000      910,000      702,500
Charge-offs                                             (719,263)    (734,020)    (447,547)
Recoveries of loans previously charged off               521,996      175,900      243,585
                                                      -----------  ------------ -----------

Balance, end of year                                $  6,939,991    4,764,801    4,412,921
                                                      ===========  ============ ===========
</TABLE>

A summary of nonaccrual and other impaired loans at December 31, 2000 and 1999
is as follows:

<TABLE>
<CAPTION>
                                                                     2000          1999
                                                                 ------------- -------------
<S>                                                            <C>              <C>
Nonaccrual loans                                               $  7,691,010     1,538,933
Impaired loans continuing to accrue interest                      5,979,247     6,654,133
                                                                 ------------- -------------

Total impaired loans                                           $ 13,670,257     8,193,066
                                                                 ============= =============

Allowance for loan losses on impaired loans                    $  1,597,550       884,382
                                                                 ============= =============

Impaired loans with no related allowance for loan
   losses                                                      $  9,474,943     4,737,603
                                                                 ============= =============

</TABLE>

The average balance of impaired loans during 2000, 1999, and 1998 was
$13,846,000, $8,792,000, and $6,929,000, respectively.

A summary of interest income on nonaccrual and other impaired loans for 2000,
1999, and 1998 is as follows:

<TABLE>
<CAPTION>
                                                                    IMPAIRED
                                                                     LOANS
                                                                  CONTINUING TO
                                                   NONACCRUAL        ACCRUE
                                                     LOANS          INTEREST        TOTAL
                                                  -------------  ---------------  ----------
<S>                                             <C>                   <C>          <C>
2000:
   Income recognized                            $     402,659         264,763      667,422
   Interest income had interest accrued               726,687         264,763      991,450
                                                  =============  ===============  ==========

1999:
   Income recognized                            $      79,530         562,164      641,694
   Interest income had interest accrued               149,589         562,164      711,753
                                                  =============  ===============  ==========

1998:
   Income recognized                            $       7,940         457,864      465,804
   Interest income had interest accrued                53,395         457,864      511,259
                                                  =============  ===============  ==========
</TABLE>

                                                                     (Continued)

                                       43
<PAGE>   45
                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                       December 31, 2000, 1999, and 1998


(5)     INVESTMENT IN DEBT AND EQUITY SECURITIES

        The amortized cost and fair value of debt and equity securities
        classified as available-for-sale at December 31, 2000 and 1999 are as
        follows:

<TABLE>
<CAPTION>
                                                                      2000
                                              -----------------------------------------------------
                                                                GROSS        GROSS
                                                AMORTIZED     UNREALIZED    UNREALIZED       FAIR
                                                  COST          GAINS         LOSSES        VALUE
                                              -------------- ------------ ------------ ------------

<S>                                         <C>              <C>           <C>         <C>
       U.S. Treasury securities             $    1,503,548       4,783         2,627     1,505,704
       Securities of U.S. government
          agencies                             105,729,977   1,012,486       182,720   106,559,743
       Obligations of states and
          political subdivisions                22,202,342     248,860        45,863    22,405,339
       Other debt securities                       201,709          --           125       201,584
                                              -------------- ------------ ------------ ------------

                Total debt securities          129,637,576   1,266,129       231,335   130,672,370

       Federal Home Loan Bank stock              2,711,225          --            --     2,711,225
       Federal Reserve Bank stock                   60,000          --            --        60,000
       Federal Agricultural Mortgage
          Corporation stock                         10,125          --            --        10,125
                                              -------------- ------------ ------------ ------------

                                            $  132,418,926   1,266,129       231,335   133,453,720
                                              ============== ============ ============ ============

</TABLE>

<TABLE>
<CAPTION>
                                                                      1999
                                              -----------------------------------------------------
                                                                GROSS        GROSS
                                                AMORTIZED    UNREALIZED   UNREALIZED      FAIR
                                                  COST         GAINS        LOSSES       VALUE
                                              -------------- ------------ ----------- -------------

<S>                                         <C>              <C>          <C>         <C>
       U.S. Treasury securities             $    5,518,784       1,174        22,140    5,497,818
       Securities of U.S. government
          agencies                              66,734,285       8,007     1,113,888   65,628,404
       Obligations of states and
          political subdivisions                14,803,738      19,294       390,630   14,432,402
       Other debt securities                     3,967,022          --         2,885    3,964,137
                                              -------------- ------------ ----------- -------------

                Total debt securities           91,023,829      28,475     1,529,543   89,522,761

       Federal Home Loan Bank stock              1,379,100          --            --    1,379,100
       Federal Reserve Bank stock                   60,000          --            --       60,000
       Federal Agricultural Mortgage
          Corporation stock                         10,125          --            --       10,125
                                              -------------- ------------ ----------- -------------
                                                92,473,054      28,475     1,529,543   90,971,986
                                              ============== ============ =========== =============
</TABLE>

                                                                     (Continued)

                                       44
<PAGE>   46
                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                       December 31, 2000, 1999, and 1998

        The amortized cost and fair value of debt securities classified as
        available-for-sale at December 31, 2000, by contractual maturity or call
        date, are shown below. Expected maturities may differ from contractual
        maturities because borrowers have the right to prepay obligations with
        or without prepayment penalties.

<TABLE>
<CAPTION>
                                                                         AMORTIZED        FAIR
                                                                            COST         VALUE
                                                                        ------------- -------------
<S>                                                                   <C>              <C>
       Due in one year or less                                        $  77,329,388    77,886,890
       Due after one year through five years                             42,567,504    42,971,598
       Due after five years through ten years                             5,625,972     5,714,977
                                                                        ------------- -------------

                                                                        125,522,864   126,573,465

       Mortgage-backed securities                                         4,114,712     4,098,905
                                                                        ------------- -------------

                                                                      $ 129,637,576   130,672,370
                                                                        ============= =============
</TABLE>

        The amortized cost and fair values of debt securities classified as
        held-to-maturity at December 31, 2000 and 1999 are as follows:

<TABLE>
<CAPTION>
                                                                       2000
                                                ---------------------------------------------------
                                                                GROSS        GROSS
                                                 AMORTIZED   UNREALIZED    UNREALIZED      FAIR
                                                   COST         GAINS       LOSSES        VALUE
                                                ------------ ------------ ------------ ------------
<S>                                           <C>             <C>         <C>         <C>
       Securities of U.S. government
          agencies                            $  4,100,785        527         4,078     4,097,234
       Obligations of states and
          political subdivisions                17,667,322    220,597         5,595    17,882,324
       Other debt securities                       695,073      1,231           162       696,142
                                                ------------ ------------ ------------ ------------

                                              $ 22,463,180    222,355         9,835    22,675,700
                                                ============ ============ ============ ============
</TABLE>

                                                                     (Continued)
                                       45
<PAGE>   47
                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                       December 31, 2000, 1999, and 1998


<TABLE>
<CAPTION>
                                                                       1999
                                                ---------------------------------------------------
                                                                GROSS        GROSS
                                                 AMORTIZED   UNREALIZED   UNREALIZED      FAIR
                                                   COST         GAINS       LOSSES        VALUE
                                                ------------ ------------ ------------ ------------
<S>                                           <C>            <C>          <C>         <C>
       Securities of U.S. government
          agencies                            $  6,899,991        105        75,608     6,824,488
       Obligations of states and
          political subdivisions                13,365,064     76,743        39,818    13,401,989
                                                ------------ ------------ ------------ ------------

                                              $ 20,265,055     76,848       115,426    20,226,477
                                                ============ ============ ============ ============
</TABLE>


        The amortized cost and fair value of debt securities classified as
        held-to-maturity at December 31, 2000, by contractual maturity or call
        date, are shown below. Expected maturities may differ from contractual
        maturities because borrowers have the right to prepay obligations with
        or without prepayment penalties.

<TABLE>
<CAPTION>
                                                                          AMORTIZED       FAIR
                                                                            COST          VALUE
                                                                         ------------  ------------
<S>                                                                    <C>             <C>
       Due in one year or less                                         $  6,343,112      6,340,080
       Due after one year through five years                             14,276,602     14,443,679
       Due after five years through ten years                             1,242,616      1,292,882
                                                                         ------------  ------------

                                                                         21,862,330     22,076,641

       Mortgage-backed securities                                           600,850        599,059
                                                                         ------------  ------------

                                                                       $ 22,463,180     22,675,700
                                                                         ============  ============
</TABLE>

        Debt securities with carrying values aggregating approximately
        $87,961,000 and $72,292,000 at December 31, 2000 and 1999, respectively,
        were pledged to secure public funds, securities sold under agreements to
        repurchase, and for other purposes as required or permitted by law.


                                                                     (Continued)

                                       46
<PAGE>   48
                      EXCHANGE NATIONAL BANCSHARES, INC.
                               AND SUBSIDIARIES

                  Notes to Consolidated Financial Statements

                      December 31, 2000, 1999, and 1998


        Gross losses of $27,710 were recorded on the sales of debt securities
        classified as available-for-sale in 2000. Gross losses of $245 were
        recorded on the sales of debt securities classified as
        available-for-sale in 1999. Gross gains of $7,993 and gross losses of
        $1,502 were recorded on the calls of debt securities in 1998.

(6)     PREMISES AND EQUIPMENT

        A summary of premises and equipment at December 31, 2000 and 1999 is as
        follows:

<TABLE>
<CAPTION>
                                                                            2000          1999
                                                                        ------------- -------------

<S>                                                                   <C>              <C>
       Land                                                           $   3,967,957     2,370,347
       Buildings and improvements                                        12,805,653    11,177,294
       Furniture and equipment                                            7,836,121     6,809,744
       Construction in progress                                              30,309        21,667
                                                                        ------------- -------------

                                                                         24,640,040    20,379,052
       Less accumulated depreciation                                      8,848,818     8,017,940
                                                                        ------------- -------------

                                                                      $  15,791,222    12,361,112
                                                                        ============= =============
</TABLE>

(7)     INTANGIBLE ASSETS

        A summary of intangible assets at December 31, 2000 and 1999 is as
        follows:

<TABLE>
<CAPTION>
                                                                            2000          1999
                                                                        ------------- -------------
<S>                                                                   <C>             <C>
       Excess of cost over the fair value of net assets
          acquired                                                    $  23,867,362     8,202,681
       Core deposit intangible                                            1,041,900     1,238,460
       Consulting/noncompete agreements                                     425,000       575,000
                                                                        ------------- -------------

                                                                      $  25,334,262    10,016,141
                                                                        ============= =============

</TABLE>


                                       47                           (Continued)
<PAGE>   49
                      EXCHANGE NATIONAL BANCSHARES, INC.
                               AND SUBSIDIARIES

                  Notes to Consolidated Financial Statements

                      December 31, 2000, 1999, and 1998


(8)     DEPOSITS

        The scheduled maturities of time deposits are as follows (in thousands):

<TABLE>
<CAPTION>
                                                                              2000         1999
                                                                           -----------  -----------
<S>                                                                      <C>              <C>
       Due within:
          One year                                                       $   248,778      139,958
          Two years                                                           47,558       29,488
          Three years                                                         15,284        7,174
          Four years                                                           3,950        4,647
          Five years                                                           3,306        1,536
          Thereafter                                                             106          114
                                                                           -----------  -----------

                                                                         $   318,982      182,917
                                                                           ===========  ===========
</TABLE>

(9)     SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

        Information relating to securities sold under agreements to repurchase
        is as follows:

<TABLE>
<CAPTION>
                                                                2000         1999         1998
                                                             -----------  ------------ ------------
<S>                                                        <C>            <C>          <C>
       Average daily balance                               $ 17,619,834   21,364,010   25,754,091
       Maximum balance at month-end                          25,660,251   30,284,598   36,923,247
       Weighted average interest rate at year-end                6.03         5.06         5.10
       Weighted average interest rate for the year               5.63         5.39         5.56
                                                             ===========  ============ ============
</TABLE>

        The securities underlying the agreements to repurchase are under the
        control of the Banks.

        Unused agreements with unaffiliated banks to sell and repurchase
        securities on which The Exchange National Bank of Jefferson City may
        draw totaled $27,000,000 at December 31, 2000. Additionally, under
        agreements with unaffiliated banks, The Exchange National Bank of
        Jefferson City may borrow up to $30,000,000 in federal funds on an
        unsecured basis at December 31, 2000.




                                       48                           (Continued)
<PAGE>   50
                      EXCHANGE NATIONAL BANCSHARES, INC.
                               AND SUBSIDIARIES

                  Notes to Consolidated Financial Statements

                      December 31, 2000, 1999, and 1998


(10)    OTHER BORROWED MONEY

        Other borrowed money at December 31, 2000 and 1999 is summarized as
        follows:

<TABLE>
<CAPTION>
                                                                            2000          1999
                                                                       ------------  -----------
<S>                                                                    <C>            <C>
       The Company:
          Notes payable, 7.00%, due November 2002, interest
             only until maturity                                       $ 11,450,568   11,450,568

          Note payable, 7.00%, $500,000 due April 2001,
             $500,000 due April 2002                                      1,000,000           --

          Bank of America, $20,000,000 line for credit, 30 day
             LIBOR plus 125 basis points, due April 2001, interest
             only until maturity                                          8,500,000           --

       The Exchange National Bank of Jefferson City:
          Federal Home Loan Bank advances, weighted average
             rate of 5.62% and 5.36% at December 31, 2000 and 1999,      15,515,969   10,000,000
             respectively, due at various dates through 2012

       Citizens Union State Bank and Trust of Clinton:
          Federal Home Loan Bank advances, weighted average
             rate of 5.98% and 6.05% at December 31, 2000 and 1999,
             respectively, due at various dates through 2008              4,550,000    5,000,000

       Osage Valley Bank of Warsaw:
          Federal Home Loan Bank advances, weighted average
          rate of 5.25% at December 31, 2000, due at various
          dates through 2012                                              1,361,250           --
                                                                       ------------  -----------

                                                                       $ 42,377,787   26,450,568
                                                                       ============  ===========

</TABLE>

        In conjunction with the acquisition of USB, the Company issued notes
        payable totaling $11,700,568 to the former stockholders of USB. The
        notes payable are secured by all issued and outstanding shares of common
        stock of Citizens Union State Bank and Trust of Clinton.

        In conjunction with the acquisition of Mid Central, The Company issued a
        note payable for $1,000,000 to a former stockholder of Mid Central. The
        note payable is secured by a letter of credit issued by Bank of America
        in the amount of $500,000.




                                       49
<PAGE>   51
                      EXCHANGE NATIONAL BANCSHARES, INC.
                               AND SUBSIDIARIES

                  Notes to Consolidated Financial Statements

                      December 31, 2000, 1999, and 1998



        The advances from the Federal Home Loan Bank are secured under a blanket
        agreement which assigns all investment in Federal Home Loan Bank stock
        as well as mortgage loans equal to 125% of the outstanding advance
        balance to secure amounts borrowed at The Exchange National Bank of
        Jefferson City and Osage Valley Bank, and 130% at Citizens Union State
        Bank and Trust of Clinton. The Exchange National Bank has $5,000,000 and
        $10,000,000 of FHLB advances callable on March 5, 2001 and May 28, 2002,
        respectively. Citizens Union State Bank has $1,000,000 and $2,000,000
        callable on January 23, 2001 and January 23, 2003, respectively.

        The scheduled principal reduction of other borrowed money at December
        31, 2000 was as follows:

<TABLE>

             <S>                                         <C>
             2001                                        $  16,040,989
             2002                                           22,331,750
             2003                                            3,605,048
             2004                                              300,000
             2005                                                   --
             2006 and thereafter                               100,000
                                                         -------------

                                                         $  42,377,787
                                                         =============
</TABLE>

        At December 31, 2000 and 1999, $7,000,000 of the amount included in
        other borrowed money is owed to members of the Company's Board of
        Directors as a result of the acquisition of Union State Bancshares.
        Interest expense paid on this related party borrowed money totaled
        $491,342 and $490,000 for the years ended December 31, 2000 and 1999,
        respectively.

(11)    RESERVE REQUIREMENTS AND COMPENSATING BALANCES

        The Federal Reserve Bank required the Banks to maintain a balance of
        $5,745,000 and $4,563,000 at December 31, 2000 and 1999, respectively,
        to satisfy reserve requirements.

        Average compensating balances held at correspondent banks were
        $1,838,636 and $1,971,544 at December 31, 2000 and 1999, respectively.
        The Banks maintain such compensating balances with correspondent banks
        to offset charges for services rendered by those banks.




                                       50                           (Continued)
<PAGE>   52
                      EXCHANGE NATIONAL BANCSHARES, INC.
                               AND SUBSIDIARIES

                  Notes to Consolidated Financial Statements

                      December 31, 2000, 1999, and 1998


(12)    INCOME TAXES

        The composition of income tax expense (benefit) for 2000, 1999, and 1998
        is as follows:

<TABLE>
<CAPTION>
                                                                2000         1999         1998
                                                             ------------ ------------ ------------

<S>                                                        <C>             <C>          <C>
       Current:
          Federal                                          $  2,980,092    2,241,262    2,268,085
          State                                                  42,051       60,410      305,599
                                                             ------------ ------------ ------------

                Total current                                 3,022,143    2,301,672    2,573,684
                                                             ------------ ------------ ------------

       Deferred:
          Federal                                              (429,824)    (250,910)    (422,344)
          State                                                      --       19,974      (34,565)
                                                             ------------ ------------ ------------

                Total deferred                                 (429,824)    (230,936)    (456,909)
                                                             ------------ ------------ ------------

                Total income tax expense                   $  2,592,319    2,070,736    2,116,775
                                                             ============ ============ ============

</TABLE>

        Applicable income taxes for financial reporting purposes differ from the
        amount computed by applying the statutory federal income tax rate of 34%
        for the reasons noted in the table below:

<TABLE>
<CAPTION>
                                                                2000         1999         1998
                                                             ------------ ------------ ------------

<S>                                                        <C>             <C>          <C>
       Tax at statutory federal income tax rate            $  2,746,176    2,221,939    2,199,634
       Decrease in tax resulting from tax-exempt
          income                                               (527,951)    (383,180)    (380,396)
       Amortization of nondeductible intangibles                330,746      122,481      105,181
       State income tax, net of federal tax benefit              27,754       50,053      178,882
       Other, net                                                15,594       59,443       13,474
                                                             ------------ ------------ ------------

                                                           $  2,592,319    2,070,736    2,116,775
                                                             ============ ============ ============

</TABLE>


                                       51                         (Continued)
<PAGE>   53
                      EXCHANGE NATIONAL BANCSHARES, INC.
                               AND SUBSIDIARIES

                  Notes to Consolidated Financial Statements

                      December 31, 2000, 1999, and 1998


        The components of deferred tax assets and deferred tax liabilities at
        December 31, 2000 and 1999 are as follows:

<TABLE>
<CAPTION>
                                                                            2000          1999
                                                                        ------------- -------------
<S>                                                                   <C>             <C>
       Deferred tax assets:
          Available-for-sale securities                               $         --       510,306
          Allowance for loan losses                                      2,056,128     1,360,881
          Nonaccrual loan interest                                         159,675        31,779
          Mortgage servicing rights                                          9,310       136,501
          Capital loss carryover                                           256,700            --
          Charitable contributions carryover                               248,359            --
          Purchase accounting adjustments to securities and
            other investments                                              367,395            --
          Deferred compensation                                            250,461         6,528
          Other                                                            102,440        70,823
                                                                        ------------- -------------

                Total deferred tax assets                                3,450,468     2,116,818
                                                                        ------------- -------------

       Deferred tax liabilities:
          Available-for-sale securities                                    376,355            --
          Purchase accounting adjustment to securities                          --        52,348
          Premises and equipment                                         1,043,291       583,760
          Core deposit intangible                                          354,246       421,076
          Prepaid pension expense                                           51,409        26,694
          Loan origination costs                                                --        19,458
          FHLB stock dividend                                              129,939        18,268
          Other                                                             31,367        15,430
                                                                        ------------- -------------

                Total deferred tax liabilities                           1,986,607     1,137,034
                                                                        ------------- -------------

                Net deferred tax asset                                $  1,463,861       979,784
                                                                        ============= =============
</TABLE>

        The ultimate realization of deferred tax assets is dependent upon the
        generation of future taxable income during the periods in which those
        temporary differences become deductible. Management considers the
        scheduled reversal of deferred tax liabilities, projected future taxable
        income, and tax planning strategies in making this assessment. Based
        upon the level of historical taxable income and projections for future
        taxable income over the periods in which the deferred tax assets are
        deductible, management believes it is more likely than not the Company
        will realize the benefits of these temporary differences at December 31,
        2000 and, therefore, has not established a valuation reserve.

        At December 31, 2000, the accumulation of prior years' earnings
        representing tax bad debt deductions of Exchange National Bank were
        $2,931,503. If these tax bad debt reserves were charged for losses other
        than bad debt losses, Exchange National Bank would be required to
        recognize taxable income in the amount of the charge. It is not
        contemplated that such tax-restricted retained earnings will be used in
        a manner that would create federal income tax liabilities.


                                       52                           (Continued)
<PAGE>   54
                      EXCHANGE NATIONAL BANCSHARES, INC.
                               AND SUBSIDIARIES

                  Notes to Consolidated Financial Statements

                       December 31, 2000, 1999, and 1998



(13)    PENSION AND RETIREMENT PLANS

        The Exchange National Bank of Jefferson City provides a noncontributory
        defined benefit pension plan in which all full-time employees become
        participants upon the later of the completion of one year of qualified
        service or the attainment of age 21, and in which they continue to
        participate as long as they continue to be full-time employees, until
        their retirement, death, or termination of employment prior to normal
        retirement date. The normal retirement benefits provided under the plan
        vary depending upon the participant's rate of compensation, length of
        employment, and social security benefits. Retirement benefits are
        payable for life, but not less than 10 years. Plan assets consist of
        U.S. Treasury and government agency securities, corporate common stocks
        and bonds, real estate mortgages, and demand deposits. Pension expense
        (benefit) for the plan for 2000, 1999, and 1998 is as follows:

<TABLE>
<CAPTION>
                                                                  2000        1999          1998
                                                             ----------- ------------  ------------

<S>                                                        <C>           <C>           <C>
       Service cost - benefits earned during the
          year                                             $   129,396     132,932       103,619
       Interest costs on projected benefit
          obligations                                          203,328     189,509       188,557
       Return on plan assets                                  (320,528)   (285,695)     (258,680)
       Net amortization and deferral                           (35,512)    (35,512)      (35,512)
       Recognized net (gains)/losses                           (49,376)         --            --
                                                             ----------- ------------  ------------

                Pension expense (benefit)                  $   (72,692)      1,234        (2,016)
                                                             =========== ============  ============
 </TABLE>





                                       53
<PAGE>   55
                      EXCHANGE NATIONAL BANCSHARES, INC.
                               AND SUBSIDIARIES

                  Notes to Consolidated Financial Statements

                       December 31, 2000, 1999, and 1998


        A summary of the activity in the plan's benefit obligation, assets,
        funded status, and amounts recognized in the Company's consolidated
        balance sheets at December 31, 2000, 1999, and 1998 are as follows:

<TABLE>
<CAPTION>
                                                            2000          1999            1998
                                                        ------------- --------------  -------------
       Benefit obligation:
<S>                                                   <C>              <C>             <C>
          Balance, January 1                          $  3,078,659     3,532,456       3,064,197
          Service cost                                     129,396       132,932         103,619
          Interest cost                                    203,328       189,509         188,557
          Actuarial loss (gain)                           (101,840)     (602,563)        318,548
          Benefits paid                                   (177,075)     (173,675)       (142,465)
                                                        ------------- --------------  -------------

          Balance, December 31                        $  3,132,468     3,078,659       3,532,456
                                                        ============= ==============  =============
</TABLE>


<TABLE>
<CAPTION>
                                                            2000          1999            1998
                                                        ------------- --------------  -------------
<S>                                                  <C>             <C>             <C>
       Plan assets:
          Fair value, January 1                       $  5,607,364     5,017,858       4,339,279
          Actual return                                     43,500       763,181         821,044
          Benefits paid                                   (177,075)     (173,675)       (142,465)
                                                        ------------- --------------  -------------

          Fair value, December 31                     $  5,473,789     5,607,364       5,017,858
                                                        ============= ==============  =============

       Funded status:
          Excess of plan assets over benefit
             obligation                               $  2,341,321     2,528,705       1,485,402
          Unrecognized net gains                        (2,190,118)   (2,450,194)     (1,405,657)
                                                        ------------- --------------  -------------
          Prepaid pension expense included in
             other assets                             $    151,203        78,511          79,745
                                                        ============= ==============  =============
</TABLE>

        Rates utilized for the plan years ended December 31, 2000, 1999, and
        1998 are as follows:

<TABLE>
<CAPTION>
                                                                2000         1999         1998
                                                              ----------  ------------ ------------
<S>                                                          <C>           <C>          <C>
       Assumed discount rate for net periodic
          pension cost                                            6.80%       5.50         6.30
       Discount rate for the funded status                        7.04        6.80         5.50
       Weighted average rate of compensation
          increase used to measure the projected
          benefit obligation                                      6.00        6.00         6.00
       Expected long-term rate of return on plan
          assets                                                  7.00        7.00         7.00
                                                              ==========  ============ ============
</TABLE>



                                       54
<PAGE>   56

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2000, 1999, and 1998

        In addition to the pension plan described above, The Exchange National
        Bank of Jefferson City has a profit sharing plan which covers all
        full-time employees. The Exchange National Bank of Jefferson City makes
        annual contributions in an amount equal to 6% of income before income
        taxes and before contributions to the profit sharing and pension plans
        for all participants, limited to the maximum amount deductible for
        federal income tax purposes. Contributions to the profit sharing plan
        for 2000, 1999, and 1998 were $423,324, $362,472, and $344,758,
        respectively. At December 31, 2000, the profit sharing plan held 190,469
        shares of the common stock of the Company.

        Citizens Union State Bank and Trust of Clinton has a profit sharing plan
        which covers all full-time employees. Eligible employees may defer up to
        8% of his or her salary each year. Citizens Union State Bank and Trust
        of Clinton matches 1/3 of each employee's deferral. In addition, a
        discretionary contribution may be made each year by Citizens Union State
        Bank and Trust of Clinton. Contributions to the profit sharing plan for
        2000, 1999, and 1998 were $112,902, $79,516, and $79,677, respectively.

(14)    STOCK AND STOCK OPTION PLANS

        On December 4, 2000, the Incentive Stock Option Committee of the Board
        of Directors (the Committee) approved the Company's stock plan which
        provides for the grant of options to purchase up to 300,000 shares of
        the Company's common stock to officers and other key employees of the
        Company and its subsidiaries. Terms and conditions (including price,
        exercise date and number of shares) are determined by the committee. All
        options were granted at fair value and vest over four years.

        The following table summarizes the Company's stock option activity:

<TABLE>
<CAPTION>
                                                                              WEIGHTED-AVERAGE
                                                     NUMBER OF SHARES          EXERCISE PRICE
                                                       DECEMBER 31,             DECEMBER 31,
                                                   ---------------------  -------------------------
                                                     2000       1999         2000         1999
                                                   ---------  ----------  ------------ ------------
<S>                                                <C>        <C>         <C>          <C>
       Outstanding, beginning of year                    --        --     $       --           --

       Granted                                       34,929        --            24.50         --

       Exercised                                         --        --             --           --

       Canceled                                          --        --             --           --
                                                   ---------  ----------  ------------ ------------

       Outstanding, end of year                      34,929        --            24.50         --
                                                   ---------  ----------  ------------ ------------

       Exercisable, end of year                       4,082        --     $      24.50         --
                                                   =========  ==========  ============ ============

</TABLE>

        The weighted-average remaining contractual life of options outstanding
        at December 31, 2000 was approximately ten years.


                                                                     (Continued)
                                       55
<PAGE>   57


                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2000, 1999, and 1998

        The Company applies APB Opinion No. 25, "Accounting for Stock Issued to
        Employees," (APB 25) in accounting for the stock options and,
        accordingly, no compensation cost has been recognized in the financial
        statements. The weighted-average grant-date fair value of stock options
        granted during the year and the weighted-average significant assumptions
        used to determine those fair values, using a modified Black-Scholes
        option pricing model, and the pro forma effect on earnings of the fair
        value accounting for stock options under SFAS 123 are as follows:

<TABLE>
<CAPTION>
<S>                                         <C>
Grant date fair value per share             $       24.50
Significant assumptions:
   Risk-free interest rate at grant date                5.24%
   Expected annual rate of quarterly
dividends                                            3.66
   Expected stock price volatility                     20

Expected life to exercise (years)                       7
Net income:
   As reported                                  5,484,669
   Pro forma                                    5,454,436

Pro forma earnings per common share:
   As reported basic                                 2.05
   As reported diluted                               2.05
   Pro forma basic                                   2.04
   Pro forma diluted                                 2.04
                                              =============
</TABLE>

        At December 31, 2000, the Company's closing stock price was $23.25.


                                                                     (Continued)
                                       56
<PAGE>   58

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2000, 1999, and 1998

(15)    SEGMENT INFORMATION

        Through the respective branch network, the Banks provide similar
        products and services in two defined geographic areas. The products and
        services offered include a broad range of commercial and personal
        banking services, including certificates of deposit, individual
        retirement and other time deposit accounts, checking and other demand
        deposit accounts, interest checking accounts, savings accounts, and
        money market accounts. Loans include real estate, commercial, and
        installment and other consumer. Other financial services include
        automatic teller machines, trust services, credit related insurance, and
        safe deposit boxes. The revenues generated by each business segment
        consist primarily of interest income, generated from the loan and debt
        and equity security portfolios, and service charges and fees, generated
        from the deposit products and services. The geographic areas are defined
        to be communities surrounding Jefferson City and Clinton, Missouri. The
        products and services are offered to customers primarily within their
        respective geographic areas. The business segments results which follow
        are consistent with the Company's internal reporting system which is
        consistent, in all material respects, with accounting principles
        generally accepted in the United States of America and practices
        prevalent in the banking industry.

<TABLE>
<CAPTION>
                                                                2000
                                   ------------------------------------------------------------------

                                       THE        CITIZENS
                                    EXCHANGE        UNION
                                    NATIONAL        STATE      OSAGE
                                     BANK OF      BANK AND     VALLEY
                                    JEFFERSON     TRUST OF     BANK OF     CORPORATE
                                      CITY         CLINTON     WARSAW      AND OTHER       TOTAL
                                   ------------  -----------  -----------  ------------  ------------
<S>                                <C>           <C>          <C>          <C>           <C>
       Balance sheet information:
          Loans, net of
          allowance for loan       $307,896,826  124,074,520   29,560,096            --   461,531,442
          losses
          Debt and equity            59,926,441   68,896,826   27,093,633            --   155,916,900
          securities
          Total assets              411,937,825  241,626,885   65,006,410     1,032,226   719,603,346
          Deposits                  331,374,737  194,121,199   53,974,652    (3,207,701)  576,262,887
          Stockholders' equity       46,953,624   34,422,578    9,079,936   (16,872,401)   73,583,737
                                   ============  ===========  ===========  ============  ============

       Statement of income
          information:
          Total interest income    $ 28,468,216   13,853,633    4,189,133        33,338    46,544,320
          Total interest expense     14,317,221    7,271,435    2,171,941     1,417,000    25,177,597
                                   ------------  -----------  -----------  ------------  ------------

          Net interest income        14,150,995    6,582,198    2,017,192    (1,383,662)   21,366,723
          Provision for loan
          losses                        900,000      305,000       17,000            --     1,222,000
          Noninterest income          2,664,742      721,454      204,310            --     3,590,506
          Noninterest expense         9,210,971    4,589,975    1,370,666       486,629    15,658,241
          Income taxes                2,054,500      889,173      274,246      (625,600)    2,592,319
                                   ------------  -----------  -----------  ------------  ------------

               Net income (loss)   $  4,650,266    1,519,504      559,590    (1,244,691)    5,484,669
                                   ============  ===========  ===========  ============  ============

               Capital
                 expenditures      $    450,029      955,555       39,107            --     1,444,691
                                   ============  ===========  ===========  ============  ============
</TABLE>


                                                                     (Continued)
                                       57
<PAGE>   59

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2000, 1999, and 1998

<TABLE>
<CAPTION>
                                                                                             1999
                                                           -------------------------------------------------------------------------
                                                            THE EXCHANGE         CITIZENS
                                                            NATIONAL BANK       UNION STATE
                                                            OF JEFFERSON      BANK AND TRUST      CORPORATE AND
                                                                CITY            OF CLINTON           OTHER              TOTAL
                                                           ----------------   ----------------   ----------------   ----------------
<S>                                                     <C>                   <C>                <C>                <C>
Balance sheet information:
    Loans, net of allowance
      for loan losses                                   $     236,768,520         84,695,318                 --        321,463,838
    Debt and equity securities                                 69,269,111         41,967,930                 --        111,237,041
    Total assets                                              340,806,693        152,659,552          1,480,000        494,946,245
    Deposits                                                  266,586,794        126,081,941        (11,649,160)       381,019,575
    Stockholders' equity                                       34,610,335         20,383,146            954,077         55,947,558
                                                           ================   ================   ================   ================

Statement of income information:
    Total interest income                               $      22,571,816          9,677,332                 --         32,249,148
    Total interest expense                                     10,637,429          4,774,694            813,238         16,225,361
                                                           ----------------   ----------------   ----------------   ----------------

    Net interest income                                        11,934,387          4,902,638           (813,239)        16,023,787
    Provision for loan losses                                     790,000            120,000                 --            910,000
    Noninterest income                                          2,356,627            591,761                 --          2,948,388
    Noninterest expense                                         7,823,514          3,373,376            330,170         11,527,060
    Income taxes                                                1,747,900            710,036           (387,200)         2,070,736
                                                           ----------------   ----------------   ----------------   ----------------

           Net income (loss)                            $       3,929,600          1,290,987           (756,208)         4,464,379
                                                           ================   ================   ================   ================

           Capital expenditures                         $       1,021,711            255,484                 --          1,277,195
                                                           ================   ================   ================   ================
</TABLE>



                                                                     (Continued)
                                       58
<PAGE>   60

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2000, 1999, and 1998

<TABLE>
<CAPTION>
                                                                                             1998
                                                           -------------------------------------------------------------------------
                                                            THE EXCHANGE         CITIZENS
                                                            NATIONAL BANK       UNION STATE
                                                            OF JEFFERSON      BANK AND TRUST      CORPORATE AND
                                                                CITY            OF CLINTON            OTHER             TOTAL
                                                           ----------------   ----------------   ----------------   ----------------
<S>                                                     <C>                   <C>                <C>                <C>
Balance sheet information:
    Loans, net of allowance for
       loan losses                                      $     201,929,359         81,875,225                 --        283,804,584
    Debt and equity securities                                 64,721,489         36,344,187                 --        101,065,676
    Total assets                                              304,838,954        153,830,907             33,513        458,703,374
    Deposits                                                  250,661,815        124,471,279         (1,611,308)       373,521,786
    Stockholders' equity                                       34,473,970         22,058,347        (10,419,135)        46,113,182
                                                           ================   ================   ================   ================

Statement of income information:
    Total interest income                               $      22,389,676          9,790,837                 --         32,180,513
    Total interest expense                                     11,244,379          5,095,222            857,704         17,197,305
                                                           ----------------   ----------------   ----------------   ----------------

    Net interest income                                        11,145,297          4,695,615           (857,704)        14,983,208
    Provision for loan losses                                     600,000            102,500                 --            702,500
    Noninterest income                                          2,148,412            555,651                 --          2,704,063
    Noninterest expense                                         7,074,541          3,171,269            269,450         10,515,260
    Income taxes                                                1,764,350            722,525           (370,100)         2,116,775
                                                           ----------------   ----------------   ----------------   ----------------

           Net income (loss)                            $       3,854,818          1,254,972           (757,054)         4,352,736
                                                           ================   ================   ================   ================

           Capital expenditures                         $       3,702,546            127,079                 --          3,829,625
                                                           ================   ================   ================   ================

</TABLE>


                                                                     (Continued)
                                       59
<PAGE>   61

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2000, 1999, and 1998

(16)    CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY ONLY

        The condensed balance sheets as of December 31, 2000 and 1999 and the
        related condensed statements of income and cash flows for the years
        ended December 31, 2000, 1999, and 1998 of the Company are as follows:

                            CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                     ASSETS                                            2000                1999
                                                                                 -----------------   -----------------
<S>                                                                          <C>                      <C>
Cash and due from banks                                                      $          2,935,034          11,898,138
Investment in subsidiaries                                                             91,891,960          55,078,788
Consulting/noncompete agreements                                                          425,000             575,000
Other assets                                                                              458,934             823,913
                                                                                 -----------------   -----------------

             Total assets                                                    $         95,710,928          68,375,839
                                                                                 =================   =================

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Notes payable                                                                $         12,450,568          11,450,568
Other borrowed money                                                                    8,500,000                  --
Consulting/noncompete agreements                                                          300,000             450,000
Dividends payable                                                                         544,064             398,758
Other liabilities                                                                         332,559             128,955
Stockholders' equity                                                                   73,583,737          55,947,558
                                                                                 -----------------   -----------------

             Total liabilities and stockholders' equity                      $         95,710,928          68,375,839
                                                                                 =================   =================
</TABLE>

                         CONDENSED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                                                  2000                 1999              1998
                                                                          ---------------------  -----------------  ----------------
<S>                                                                    <C>                       <C>                <C>
Revenue:
Dividends received from subsidiaries                                   $        20,825,500             5,385,500          5,546,640
Interest on bank time deposits                                                      33,338                    --                 --
                                                                          ---------------------  -----------------  ----------------

                                                                                20,858,838             5,385,500          5,546,640
Expenses:
    Interest on bank debt                                                          543,456                    --             38,664
    Interest on notes payable                                                      873,544               813,238            819,040
    Amortization of intangible assets                                              150,000               150,000            160,667
    Other                                                                          306,290               175,478            104,091
                                                                          ---------------------  -----------------  ----------------

                                                                                 1,873,290             1,138,716          1,122,462
                                                                          ---------------------  -----------------  ----------------
    Income before income tax benefit and equity in undistributed
    income (dividends distributed in excess of income) of
    subsidiaries                                                                18,985,548             4,246,784          4,424,178

Income tax benefit                                                                 625,600               387,200            370,100
Equity in undistributed income (dividends distributed
    in excess of income) of subsidiaries                                       (14,126,479)             (169,605)          (441,542)
                                                                          ---------------------  -----------------  ----------------

             Net income                                                $         5,484,669             4,464,379          4,352,736
                                                                          =====================  =================  ================
</TABLE>


                                                                     (Continued)
                                       60
<PAGE>   62

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2000, 1999, and 1998

                       CONDENSED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                            2000                   1999                  1998
                                                                      -------------------     ------------------   -----------------
<S>                                                                 <C>                       <C>                  <C>
Cash flows from operating activities:
    Net income                                                      $        5,484,669             4,464,379              4,352,736
    Adjustments to reconcile net income to net
      cash provided by operating activities:
           Dividends distributed in excess of
           income (equity in undistributed
           income) of subsidiaries                                          14,126,478               169,605                441,542
           Other, net                                                          352,067              (729,608)               259,416
                                                                      -------------------     ------------------   -----------------

             Net cash provided by operating
             activities                                                     19,963,214             3,904,376              5,053,694
                                                                      -------------------     ------------------   -----------------

Cash flows from investing activities:
    Purchase of subsidiaries                                               (35,161,514)                   --               (215,000)
    Consulting/noncompete payments                                            (150,000)             (150,000)              (150,000)
                                                                      -------------------     ------------------   -----------------

             Net cash used in investing activities                         (35,311,514)             (150,000)              (365,000)
                                                                      -------------------     ------------------   -----------------

Cash flows from financing activities:
    Proceeds from bank debt                                                 12,000,000                     --                    --
    Repayment of bank debt                                                  (3,500,000)              (250,000)           (2,507,932)
    Cash dividends paid                                                     (2,114,804)            (1,694,696)           (1,609,465)
    Proceeds from sale of common stock                                              --              8,478,120                    --
                                                                      -------------------     ------------------   -----------------

             Net cash provided by (used in)
             financing activities                                            6,385,196              6,533,424            (4,117,397)
                                                                      -------------------     ------------------   -----------------

             Net increase (decrease) in cash                                (8,963,104)            10,287,800               571,297

Cash at beginning of year                                                   11,898,138              1,610,338             1,039,041
                                                                      -------------------     ------------------   -----------------

Cash at end of year                                                 $        2,935,034             11,898,138             1,610,338
                                                                      ===================     ==================   =================

Supplemental schedule of noncash activities:
    Note payable                                                    $        1,000,000                      --                  --
    Stock issued in acquisition                                             12,762,411                      --                  --
                                                                      ===================     ==================   =================
</TABLE>


                                                                     (Continued)
                                       61
<PAGE>   63

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2000, 1999, and 1998

(17)    DISCLOSURES ABOUT FINANCIAL INSTRUMENTS

        The Company is a party to financial instruments with off-balance sheet
        risk in the normal course of business to meet the financing needs of its
        customers. These financial instruments include commitments to extend
        credit and commercial and standby letters of credit. Those instruments
        involve, to varying degrees, elements of credit and interest rate risk
        in excess of the amount recognized in the consolidated balance sheets.

        The Company's exposure to credit loss in the event of nonperformance by
        the other party to the financial instrument for commitments to extend
        credit and commercial and standby letters of credit is represented by
        the contractual amount of those instruments. The Company uses the same
        credit policies in making commitments and conditional obligations as it
        does for on-balance sheet instruments.

        Off-balance sheet financial instruments whose contractual amounts
        represent credit risk at December 31, 2000 and 1999 are as follows:

<TABLE>
<CAPTION>
                                                                                           2000                1999
                                                                                     -----------------   -----------------
<S>                                                                             <C>                      <C>
        Commitments to extend credit                                            $        64,036,861          57,411,232
        Standby letters of credit                                                         2,416,826           4,568,240
                                                                                     =================   =================
</TABLE>

        Commitments to extend credit are agreements to lend to a customer as
        long as there is not a violation of any condition established in the
        contract. Of the total commitments to extend credit, approximately
        $35,692,000 and $30,415,000 represent fixed-rate loan commitments at
        December 31, 2000 and 1999, respectively. Commitments generally have
        fixed expiration dates or other termination clauses. Since many of the
        commitments are expected to expire without being drawn upon, the total
        commitment amounts do not necessarily represent future cash
        requirements.

        Standby and commercial letters of credit are conditional commitments
        issued by the Company to guarantee the performance of a customer to a
        third party. The credit risk involved in issuing letters of credit is
        essentially the same as that involved in extending loan facilities to
        customers.

        The Company evaluates each customer's creditworthiness on a case-by-case
        basis. The amount of collateral obtained if deemed necessary by the
        Company upon extension of credit is based on management's credit
        evaluation of the counterparty. Collateral held varies but may include
        accounts receivable; inventory; property, plant, and equipment; and
        income-producing commercial properties.



                                                                     (Continued)
                                       62
<PAGE>   64

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2000, 1999, and 1998

        A summary of the carrying amounts and fair values of the Company's
        financial instruments at December 31, 2000 and 1999 is as follows:

<TABLE>
<CAPTION>
                                                                  2000                                      1999
                                                -----------------------------------------   --------------------------------------
                                                     CARRYING                FAIR                CARRYING              FAIR
                                                      AMOUNT                VALUE                 AMOUNT              VALUE
                                                -------------------   -------------------   -------------------  -----------------
<S>                                          <C>                      <C>                   <C>                  <C>
Assets:
    Loans                                    $        461,531,442            459,913,000          321,463,838         323,366,000
    Investment in debt and
        equity securities                             155,916,900            156,129,420          111,237,041         111,198,463
    Federal funds sold                                 23,550,366             23,550,366           10,350,000          10,350,000
    Cash and due from banks                            25,374,115             25,374,115           22,251,208          22,251,208
    Accrued interest receivable                         6,795,268              6,795,268            4,258,341           4,258,341
                                                -------------------   -------------------   -------------------  -----------------

                                             $        673,168,091            671,762,169          469,560,428         471,424,012
                                                ===================   ===================   ===================  =================

Liabilities:
    Deposits:
        Demand                               $         68,722,835             68,722,835           57,943,197          57,943,197
        NOW                                            88,418,761             88,418,761           63,824,354          63,824,354
        Savings                                        43,779,175             43,779,175           35,712,336          35,712,336
        Money market                                   56,360,492             56,360,492           40,622,589          40,622,589
        Time                                          318,981,624            319,263,000          182,917,099         182,917,099
    Securities sold under
    agreements to repurchase                           16,398,484             16,398,484           24,894,907          24,894,907
    Interest-bearing demand
    notes to U.S. Treasury                                543,667                543,667            2,747,936           2,747,936
    Other borrowed money                               42,377,787             42,307,000           26,450,568          22,830,000
    Accrued interest payable                            4,420,054              4,420,054            2,127,719           2,127,719
                                                -------------------   -------------------   -------------------  -----------------

                                             $        640,002,879            640,213,468          437,240,705         433,620,137
                                                ===================   ===================   ===================  =================
</TABLE>


                                                                    (Continued)
                                       63
<PAGE>   65

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2000, 1999, and 1998

        The following methods and assumptions were used to estimate the fair
        value of each class of financial instruments for which it is practicable
        to estimate such value:

                LOANS

                Fair values are estimated for portfolios of loans with similar
                financial characteristics. Loans are segregated by type, such as
                real estate, installment and other consumer, commercial, and
                bankers' acceptances. Each loan category is further segmented
                into fixed and adjustable interest rate terms and by performing
                and nonperforming categories.

                The fair value of performing loans is calculated by discounting
                scheduled cash flows through estimated maturity using estimated
                market discount rates that reflect the credit and interest rate
                risk inherent in the loan. The estimate of maturity is based on
                the Company's historical experience with repayments for each
                loan classification, modified, as required, by an estimate of
                the effect of current economic and lending conditions.

                The fair value for significant nonperforming loans is based on
                recent external appraisals. If appraisals are not available,
                estimated cash flows are discounted using a rate commensurate
                with the risk associated with the estimated cash flows.
                Assumptions regarding credit risk, cash flows, and discount
                rates are judgmentally determined using available market and
                specific borrower information.

                INVESTMENT IN DEBT AND EQUITY SECURITIES

                Fair values are based on quoted market prices or dealer quotes.

                FEDERAL FUNDS SOLD, CASH, AND DUE FROM BANKS

                For federal funds sold, cash, and due from banks, the carrying
                amount is a reasonable estimate of fair value, as such
                instruments reprice in a short time period.

                ACCRUED INTEREST RECEIVABLE AND PAYABLE

                For accrued interest receivable and payable, the carrying amount
                is a reasonable estimate of fair value because of the short
                maturity for these financial instruments.

                DEPOSITS

                The fair value of deposits with no stated maturity, such as
                noninterest-bearing demand, NOW accounts, savings, and money
                market, is equal to the amount payable on demand. The fair value
                of time deposits is based on the discounted value of contractual
                cash flows. The discount rate is estimated using the rates
                currently offered for deposits of similar remaining maturities.



                                                                     (Continued)
                                       64
<PAGE>   66

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 1999, 1998, and 1997

                SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE AND OTHER
                BORROWED MONEY

                The fair value of securities sold under agreements to repurchase
                and other borrowed money is based on the discounted value of
                contractual cash flows. The discount rate is estimated using the
                rates currently offered for securities sold under agreements to
                repurchase and other borrowed money of similar remaining
                maturities.

                INTEREST-BEARING DEMAND NOTES TO U.S. TREASURY

                For interest-bearing demand notes to U.S. Treasury, the carrying
                amount is a reasonable estimate of fair value, as such
                instruments reprice in a short time period.

                COMMITMENTS TO EXTEND CREDIT AND STANDBY LETTERS OF CREDIT

                The fair value of commitments to extend credit and standby
                letters of credit are estimated using the fees currently charged
                to enter into similar agreements, taking into account the
                remaining terms of the agreements, the likelihood of the
                counterparties drawing on such financial instruments, and the
                present creditworthiness of such counterparties. The Company
                believes such commitments have been made on terms which are
                competitive in the markets in which it operates.

                The fair value estimates provided are made at a point in time
                based on market information and information about the financial
                instruments. Because no market exists for a portion of the
                Company's financial instruments, fair value estimates are based
                on judgments regarding future expected loss experience, current
                economic conditions, risk characteristics of various financial
                instruments, and other factors. These estimates are subjective
                in nature and involve uncertainties and matters of significant
                judgment and, therefore, cannot be determined with precision.
                Changes in assumptions could significantly affect the fair value
                estimates.

(18)    LITIGATION

        Various legal claims have arisen in the normal course of business,
        which, in the opinion of management of the Company, will not result in
        any material liability to the Company.

                                       65
<PAGE>   67


     MARKET PRICE OF AND DIVIDENDS ON EQUITY SECURITIES AND RELATED MATTERS

        Since June 19, 2000 our Company's common stock has been traded on
Nasdaq's national market under the stock symbol of "EXJF." The following table
sets forth the range of high and low bid prices of our Company's common stock by
quarter for each quarter in 2000 and 1999 in which the stock was traded. The
prices have been restated to give effect to the three-for-two stock dividend
distributed October 13, 1999 and the two-for-one stock dividend distributed June
12, 2000.

<TABLE>
<CAPTION>
                                           2000              HIGH         LOW
                                           ----              ----         ---
<S>                                                          <C>       <C>
                                  Fourth Quarter             $28.00    23.25
                                  Third Quarter               28.50    23.75
                                  Second Quarter              30.00    26.75
                                  First Quarter               30.00    30.00
</TABLE>

<TABLE>
<CAPTION>
                                           1999              HIGH         LOW
                                           ----              ----         ---
<S>                                                          <C>           <C>
                                  Fourth Quarter             $30.00        19.66
                                  Third Quarter               19.66        19.66
                                  Second Quarter              19.66        18.34
                                  First Quarter               18.34        17.50
</TABLE>

        As of March 15, 2001, our Company had issued and outstanding 2,863,493
shares of common stock, which were held of record by approximately 1,360
persons. The common stock is the only class of equity security which our Company
has outstanding.

        The following table sets forth information on dividends paid by our
Company in 2000 and 1999. The information has been restated to give effect to
the three-for-two stock dividend distributed October 13, 1999 and the
two-for-one stock dividend distributed June 12, 2000.

<TABLE>
<CAPTION>
                                                                    DIVIDENDS PAID
                                        MONTH PAID                     PER SHARE
                                        ----------                     ---------
<S>                                                            <C>
                             January, 2000                     $         0.19
                             April, 2000                                 0.19
                             July, 2000                                  0.19
                             October, 2000                               0.19
                             December, 2000                              0.09
                                                               --------------
                             Total for 2000                    $         0.85
                                                                =============

                             January, 1999                     $         0.16
                             April, 1999                                 0.16
                             July, 1999                                  0.19
                             October, 1999                               0.19
                             December, 1999                              0.09
                                                               --------------
                             Total for 1999                    $         0.79
                                                                =============
</TABLE>

        Our Board of Directors intends that our Company will continue to pay
quarterly dividends at least at the current rate. In addition, our Board of
Directors intends, to the extent appropriate, that our Company will continue to
pay an additional special dividend. The actual amount of quarterly dividends and
the payment, as well as amount, of any special dividend ultimately will depend
upon the payment of sufficient dividends by our subsidiary banks to our Company.
The payment by our banks of dividends to our Company will depend upon such
factors as our banks' financial condition, results of operations and current and
anticipated cash needs, including capital requirements.

                                       66
<PAGE>   68

                 DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

<TABLE>
<CAPTION>
Name                             Position with Our Company         Position with Subsidiary Banks    Principal Occupation
- ----                             -------------------------         ------------------------------    --------------------
<S>                              <C>                               <C>                               <C>
Donald L. Campbell               President, Chairman of the        Chairman of the Board and         Position with Exchange,
                                 Board and Director- Class III     Director of Exchange National     Exchange National Bank and
                                                                   Bank and Director of Citizens     Citizens Union State Bank
                                                                   Union State Bank

David T. Turner                  Vice Chairman and Director-       President and Director of         Position with Exchange and
                                 Class III                         Exchange National Bank            Exchange National Bank

Charles G. Dudenhoeffer, Jr.     Director-Class I                  Director of Exchange National     Retired
                                                                   Bank

Philip D.  Freeman               Director-Class I                  Director of Exchange National     Owner/Manager, Freeman
                                                                   Bank                              Mortuary, Jefferson City,
                                                                                                     Missouri

James E. Smith                   Vice Chairman and                 Chairman and Director of          Position with Exchange,
                                 Director-Class I                  Citizens Union State Bank and     Citizens Union State Bank and
                                                                   President and Director of Osage   Osage Valley Bank
                                                                   Valley Bank

David R. Goller                  Director-Class II                 Director of Exchange National     Attorney with the law firm of
                                                                   Bank                              Goller, Gardner & Feather,
                                                                                                     P.C., Jefferson City, Missouri

James R. Loyd                    Director-Class II                 Director of Exchange National     Retired
                                                                   Bank

Kevin L. Riley                   Director-Class III                Director of Exchange National     Co-owner, Riley Chevrolet,
                                                                   Bank                              Inc. and Riley Oldsmobile,
                                                                                                     Cadillac, Inc., Jefferson
                                                                                                     City, Missouri

Gus S. Wetzel, II                Director-Class II                 Director of Citizens Union        Physician
                                                                   State Bank

Richard G. Rose                  Treasurer                         Senior Vice President and         Position with Exchange and
                                                                   Controller of Exchange National   Exchange National Bank
                                                                   Bank

Kathleen L. Bruegenhemke         Senior Vice President and                                           Position with Exchange
                                 Secretary
</TABLE>

                                       67
<PAGE>   69

                           ANNUAL REPORT ON FORM 10-K

A copy of our Company's Annual Report on Form 10-K for the year ended December
31, 2000, as filed with the Securities and Exchange Commission, excluding
exhibits, will be furnished without charge to shareholders entitled to vote at
the 2001 annual meeting of shareholders upon written request to Donald L.
Campbell, President, Exchange National Bancshares, Inc., 132 East High Street,
Jefferson City, Missouri 65101. Our Company will provide a copy of any exhibit
to the Form 10-K to any such person upon written request and the payment of our
Company's reasonable expenses in furnishing such exhibits.

                                       68
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>5
<FILENAME>c61054ex21.txt
<DESCRIPTION>LIST OF SUBSIDIARIES
<TEXT>

<PAGE>   1

                                                                      Exhibit 21

                              LIST OF SUBSIDIARIES

<TABLE>
<CAPTION>
           Name of Subsidiary                                Jurisdiction of Organization
           ------------------                                ----------------------------
<S>                                                  <C>
The Exchange National Bank of Jefferson City         United States (national banking association)

Union State Bancshares, Inc.                         Missouri

Mid Central Bancorp, Inc.                            Missouri

ENB Holdings, Inc.                                   Missouri

Citizens Union State Bank and Trust of Clinton       Missouri

Osage Valley Bank                                    Missouri

Jefferson City IHC, LLC                              Missouri (limited liability company)

Jefferson City Mortgage Co., LLC                     Missouri (limited liability company)

Clinton IHC, LLC                                     Missouri (limited liability company)

Clinton Mortgage Company, LLC                        Missouri (limited liability company)
</TABLE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
