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<SEC-DOCUMENT>0000950134-02-002871.txt : 20020415
<SEC-HEADER>0000950134-02-002871.hdr.sgml : 20020415
ACCESSION NUMBER:		0000950134-02-002871
CONFORMED SUBMISSION TYPE:	10-K405
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20011231
FILED AS OF DATE:		20020328

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:		1934 Act
		SEC FILE NUMBER:	000-23636
		FILM NUMBER:		02591857

	BUSINESS ADDRESS:	
		STREET 1:		132 EAST HIGH STREET
		CITY:			JEFFERSON CITY
		STATE:			MO
		ZIP:			65101
		BUSINESS PHONE:		(573)761-6100

	MAIL ADDRESS:	
		STREET 1:		P.O. BOX 688
		CITY:			JEFFERSON CITY
		STATE:			MO
		ZIP:			65102
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K405
<SEQUENCE>1
<FILENAME>c68479e10-k405.txt
<DESCRIPTION>FORM 10-K FOR PERIOD ENDED DECEMBER 31, 2001
<TEXT>
<PAGE>
=============================================================================
                                  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, 2001
                                       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 2,095,836 shares of voting stock of
the issuer held by non-affiliates computed by reference to the $28.45 closing
prices of such stock on March 15, 2002, is $59,626,534.20. As of March 15,
2002, the registrant had 2,863,493 shares of common stock, par value $1.00 per
share, issued and 2,834,145 shares outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE
     Portions of the following documents are incorporated by reference into
the indicated parts of this report: (1) 2001 Annual Report to Shareholders -
Part II and (2) definitive Proxy Statement for the 2002 Annual Meeting of
Shareholders to be filed with the Commission pursuant to Regulation 14A - Part
III.
<PAGE>
                                    PART I

ITEM 1.   BUSINESS.

GENERAL

     Our Company, 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 October 25, 1999, Exchange
established ENB Holdings, Inc. as a wholly-owned subsidiary for the sole
purpose of effecting the June 16, 2000 merger with CNS Bancorp, Inc. and its
subsidiary, City National Savings Bank, FSB. City National subsequently was
merged into Exchange National Bank. ENB Holdings owns 27.4% of Exchange
National Bank with the balance owned by Exchange. On October 17, 2001, Exchange
and Union each received approval from the Federal Reserve and elected to become
a financial holding company.

     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 our "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 that has elected to become a financial holding company. 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 may seek expansion through acquisition and may
engage in those activities (such as investments in banks or operations that are
financial in nature) 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 that has elected to become a financial holding company.
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.

     ENB HOLDINGS. ENB Holdings is a bank holding company registered under
the Bank Holding Company Act. ENB Holdings' activities currently are limited to
the ownership of 27.4% of the outstanding

                                      2
<PAGE>
capital stock of Exchange National Bank. It is not currently anticipated that
ENB Holdings will engage in any business other than that directly related to
its minority ownership of Exchange National 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".

     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 our Banks".

     CITIZENS UNION STATE BANK. Citizens Union State Bank was founded in
1932 as a Missouri bank known as Union State Bank of Clinton. 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. On May 4, 2000,
Union State Bank merged with Citizens State Bank of Calhoun and changed its
name to Citizens Union State Bank and Trust. 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 Windsor.
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 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 our 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

                                      3
<PAGE>
range of lending services, including 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 our Banks".

EMPLOYEES

     As of December 31, 2001, Exchange and its subsidiaries had
approximately 230 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. Our 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 our 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 our 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 and Moniteau Counties.
Exchange National Bank's principal competition for deposits and loans comes
from six other banks and fourteen credit unions within its primary service area
of Jefferson City and, to an increasing extent, six other banks in nearby
communities. Based on publicly available information, management believes that
Exchange National Bank is the second largest (in terms of deposits) 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, Windsor 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 four other banks within its primary service area
and, to an increasing extent, five other banks in nearby communities. Based on
publicly available information, management believes that Citizens Union State
Bank is the largest (in terms of deposits) 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

                                      4
<PAGE>
largest (in terms of deposits) 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, Mid Central Bancorp and ENB Holdings
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, Mid Central Bancorp and ENB Holdings 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, Mid Central Bancorp and ENB Holdings. The Federal Reserve
Board has authority to issue cease and desist orders against 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 our 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, Mid Central Bancorp and ENB Holdings 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

                                      5
<PAGE>
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 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, operating a credit
bureau, acquiring debt previously contracted property, extending credit and
servicing loans, asset management, servicing and collection activities, real
estate settlement services, private placement services, buying and selling
precious metal bullion, providing administrative and other services to mutual
funds, owning shares of a securities exchange, acting as a certification
authority for digital signatures and authenticating the identity of persons
conducting financial and nonfinancial transactions, providing employment
histories to third parties for use in making credit decisions and to depository
institutions and their affiliates for use in the ordinary course of business,
check cashing and wire transmission services, providing notary public services,
selling postage stamps and postage-paid envelopes, providing vehicle
registration services, selling public transportation tickets and tokens and
real estate title abstracting.

     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

                                      6
<PAGE>
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. Effective October 17, 2001,
Exchange and Union each elected to become a financial holding company pursuant
to the GLB Act. 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 (i) terminated the restrictions of the
Bank Holding Company Act that prohibit banks from affiliating with insurance
companies, (ii) terminated the restrictions of the Glass-Steagall Act that
prohibit affiliates of banks from conducting certain securities underwriting
activities, and (iii) permitted 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. On December 19, 2000, the Federal Reserve Board
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.

     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 (i)
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 (ii) 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.

     The Federal Reserve Board, by regulation, has determined that, subject
to expressed limitations, the following activities are permissible for
financial holding companies and may be engaged in without providing prior
notice to and without obtaining prior approval of the Federal Reserve Board:
any activity permissible for a bank holding company; providing advisory
management consulting services; operating a travel agency; organizing,
sponsoring or managing a mutual fund; acting as a finder in bringing together
one or more buyers or sellers of any product or service for transactions that
parties themselves negotiate and consummate; lending, exchanging, transferring,
investing for others or safeguarding financial assets other than money or
securities; providing any device or other instrument for transferring money or
other financial assets; and arranging, effecting, or facilitating financial
transactions for the account of third parties. 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.

     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.

     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 became 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 a broker-dealer registered with the
NASD.

                                      7
<PAGE>
     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.

     The Federal Reserve Board issued a regulation effective on October 1,
1998 which increased 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, 2001, Exchange, Union, Mid Central Bancorp
and ENB Holdings had no NMSAs or PCCRs. Additionally, neither Union, Mid
Central Bancorp nor ENB Holdings had MSRs. As of December 31, 2001, Exchange
had $1,134,000 of MSRs (which are included in other assets), $879,000 of CDIs,
$23,408,000 of goodwill and $275,000 of other identified intangible assets.

     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

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<PAGE>
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.

     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 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, 2001, Exchange was in compliance with all of the
Federal Reserve Board's capital guidelines. On such date, Exchange had a Tier 1
leverage ratio of 7.05% (compared with a minimum requirement of 3%), a ratio of
total capital to risk-weighted assets of 11.83% (compared with a minimum

                                      9
<PAGE>
requirement of 8%) and a ratio of Tier 1 capital to risk-weighted assets of
10.58% (compared with a minimum requirement of 4%).

     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 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 allowing a merger of banks with different home states to result 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.
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.

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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 OUR BANKS

     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, 2001, 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 9.79% (compared with a minimum requirement of 3%), a ratio of
Total capital to risk-weighted assets of 14.84% (compared with a minimum
requirement of 8%), and a ratio of Tier 1 capital to risk-weighted assets of
13.59% (compared with a minimum requirement of 4%), Citizens Union State Bank
had a Tier 1 Leverage Ratio of 8.19%, a ratio of Total capital to risk-weighted
assets of 14.14%, and a ratio of Tier 1 capital to risk-weighted assets of
12.98% and Osage Valley Bank had a Tier 1 Leverage Ratio of 7.28%, a ratio of
Total capital to risk-weighted assets of 15.80%, and a ratio of Tier 1 capital
to risk-weighted assets of 14.70%.

     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

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<PAGE>
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, 2001, and under FDIC
regulations, Citizens Union State Bank and Osage Valley Bank were well
capitalized institutions as of December 31, 2001.

     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.

     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, 2002, 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 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, 2002, BIF-assessable deposits and
SAIF-assessable deposits were assessed by Financing Corporation at the same
rate of 1.82 basis points of assessable deposits. As of January 1, 2002,
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 the 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

                                      12
<PAGE>
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, 2001, Exchange National Bank's lending limit under
this regulation was approximately $7,171,000, and its current largest loan to
one borrower (aggregate loans to the borrower and its related entities) was
approximately $6,900,000.

     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, 2001, Citizens Union State Bank's lending limit
under this law was approximately $7,310,000, and its current largest loan to
one borrower was approximately $3,500,000. As of December 31, 2001, Osage
Valley Bank's lending limit under this law was approximately $2,401,000, and
its current largest loan to one borrower was approximately $1,200,000.

     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 2002,
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.

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<PAGE>
     OTHER REGULATORY LIMITATIONS. Exchange, Union, Mid Central, ENB
Holdings and our 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, ENB Holdings or to third parties, secured
by securities or obligations of Exchange, Union, Mid Central or ENB Holdings,
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.

     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, anti-money laundering and
customer identity verification 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. In late 2000, the OCC began to
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. On July
1, 2001, the FDIC began regulating and monitoring 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.

     OTHER REGULATIONS. Interest and certain other charges collected or
contracted for by our Banks are subject to state usury laws and certain federal
laws concerning interest rates. Our Banks' loan operations are also subject to
certain federal laws applicable to credit transactions, such as the federal
Truth In Lending Act

                                      14
<PAGE>
governing disclosures of credit terms to consumer borrowers, the Home Mortgage
Disclosure Act of 1975 requiring financial institutions to provide information
to enable the public and public officials to determine whether a financial
institution is fulfilling its obligation to help meet the housing needs of the
community it serves, the Equal Credit Opportunity Act prohibiting
discrimination on the basis of race, creed or other prohibited factors in
extending credit, the Fair Debt Collection Practices Act governing the manner
in which consumer debts may be collected by collection agencies, and the rules
and regulations of the various federal agencies charged with the responsibility
of implementing such federal laws. Our Banks also are subject to the Electronic
Funds Transfer Act, and Regulation E issued by the Federal Reserve to implement
that act, which govern automatic deposits to and withdrawals from deposit
accounts and customers' rights and liabilities arising from the use of
automated teller machines and other electronic banking services.

     REGULATIONS ON PRIVACY OF CUSTOMER INFORMATION. Under the GLB Act, (a)
the Federal Reserve Board regulates and monitors the Fair Credit Reporting
Act's restrictions on the transfer of customer information between a state
member bank and its affiliates, and (b) the FDIC regulates and monitors the
Fair Credit Reporting Act's restrictions on the transfer of customer
information between a state non-member bank and its affiliates. Starting on
July 1, 2001, the OCC, FDIC and Federal Reserve began regulating and monitoring
restrictions on the transfer of nonpublic personal information of consumers by
their supervised institutions to nonaffiliated third parties.

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 $41.3 million plus 10% (subject to adjustment
by the Federal Reserve Board between 8% and 14%) of the total over $41.3
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 currently 0%. Depository institutions may designate and
exempt up to $5.7 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, 2001,
Exchange National Bank was required to maintain a reserve balance of $211,000,
Citizens Union State Bank was required to maintain a reserve balance of
$1,939,000 and Osage Valley Bank was required to maintain a reserve balance of
$351,000.

     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.

                                      15
<PAGE>
     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,
ENB Holdings and Exchange in particular.

     The references in the foregoing discussion to various aspects of
statutes and regulations 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, Mid Central Bancorp or ENB Holdings owns or
leases any property.

     The principal offices of Exchange, ENB Holdings 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. In 2001, Exchange National Bank
renovated 1,800 square feet of office space at 128 East High Street in
Jefferson City for use as additional 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.

     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 1960's. All of the St. Robert office space is used
for Exchange National Bank's operations. Exchange National Bank is currently
constructing a single story structure with 2,270 square feet of usable space in
California, Missouri. All of the space will be used for Exchange National
Bank's operations.

     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

                                      16
<PAGE>
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 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 has a new branch facility at 125
South Main in Windsor, Missouri. This facility has 3,600 square feet of office
space of which 2,800 square feet is 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, 2001.

                                      17
<PAGE>
                                    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 2001 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 2001 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 2001 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
statements. Other factors that we have not identified in this report could also
have this

                                      18
<PAGE>
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 our banks' loans to borrowers
          may decline, and

     -    the overall quality of our 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 our banks
could make other investments, our banks may earn less revenue on these
investments than on loans. Also, our 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, our 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 our banks earn
on loans and investment securities may decrease more rapidly than the amount of
interest our 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

     -    our banks' ability to originate loans,

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

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

     -    the average life of our banks' deposits, and

     -    our banks' ability to obtain deposits.

                                      19
<PAGE>
     Fluctuations in interest rates will ultimately affect both the level of
income and expense recorded on a large portion of our banks' assets and
liabilities, and the market value of all interest-earning assets, other than
interest-earning assets that mature in the short term. Our 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 our 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. Our 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. Our banks attempt to minimize their credit risk through loan
diversification. Although our 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 our 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 our 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 our banks. Such agencies may require
our 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. Our banks have numerous competitors for customers in
their market area. Such competition for loans comes principally from:

     -    other commercial banks

     -    savings banks

     -    savings and loan associations

     -    mortgage banking companies

     -    finance companies

     -    credit unions

Competition for deposits comes principally from:

     -    other commercial banks

     -    savings banks

     -    savings and loan associations

     -    brokerage firms

     -    insurance companies

     -    money market mutual funds

                                      20
<PAGE>
     -    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 our 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 our banks.  The profitability of our 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 our banks'
market share of deposits and loans in our banks' respective service areas. If
our 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 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. 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

     -    data processing

     -    automation

     -    Internet-based banking

     -    telebanking

     -    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 our banks
will likely have to make additional capital investments. Although our banks
continually invest in new technology, there can be no assurance that our 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

                                      21
<PAGE>
and financial analysts regarding our 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
our 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 our Bank's management include the standard GAP report
subject to different rate shock scenarios. At December 31, 2001, the rate shock
scenario models indicated that annual net interest income could change by as
much as 7% 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 2001 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
2002 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

                                      22
<PAGE>
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 2002
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, other than that presented below, is incorporated herein
by reference to the information under the caption "Ownership of Common Stock"
in Exchanges definitive Proxy Statement for its 2002 Annual Meeting of
Shareholders to be filed pursuant to Regulation 14A.

      SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

     Our Company has only one equity compensation plan for its employees
pursuant to which options, rights or warrants may be granted. See Note 14 to
the Consolidated Financial Statements for further information on the material
terms of this plan. The following is a summary of the shares reserved for
issuance pursuant to outstanding options, rights or warrants granted under
equity compensation plans as of December 31, 2001:

<TABLE>
<CAPTION>
                        (a)                          (b)                           (c)
                                                                                      Number of securities
                                                                                     remaining available for
                        Number of securities to be                                    future issuance under
                         issued, upon exercise of     Weighted average exercise    equity compensation plans,
                           outstanding options,          price of outstanding        excluding securities in
Plan category               warrants and rights      options, warrants and rights          column (a)
- --------------------------------------------------------------------------------------------------------------
<S>                                  <C>                          <C>                           <C>
Equity compensation plans
approved by security holders         34,929*                      $24.50                        265,071

Equity compensation plans not           --                          --                            --
approved by security holders
</TABLE>

- -----------------
*    Consists of shares reserved for issuance pursuant to outstanding stock
option grants under our Company's Incentive Stock Option Plan.

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 2002 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:

                                      23
<PAGE>
     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, 2001 under the caption
"Consolidated Financial Statements", are incorporated herein by reference:

          Independent Auditors' Report.

          Consolidated Balance Sheets as of December 31, 2001 and 2000.

          Consolidated Statements of Income for the years ended December 31,
          2001, 2000 and 1999.

          Consolidated Statements of Stockholders' Equity and Comprehensive
          Income for the years ended December 31, 2001,  2000 and 1999.

          Consolidated Statements of Cash Flows for the years ended December
          31, 2001, 2000 and 1999.

          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.

     3.   Exhibits:

Exhibit No.      Description

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 (filed with our Company's Annual Report on
              Form 10-K for the year ended December 31, 2000 as Exhibit 3.2 and
              incorporated herein by reference).

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 (filed with our Company's Annual Report on Form 10-K for
              the year ended December 31, 2000 as Exhibit 10.3 and incorporated
              herein by reference).*

                                      24
<PAGE>
13            The Registrant's 2001 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 (filed with our Company's Annual Report on
              Form 10-K for the year ended December 31, 2000 as Exhibit 21 and
              incorporated herein by reference).

23            Consent of Independent Auditors

- -----------------------
*    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, 2001.

     (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.

                                      25
<PAGE>
                                   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.

<TABLE>
<S>                                            <C>
Dated: March 22, 2002                          By /S/ Donald L. Campbell
                                               ---------------------------
                                                      Donald L. Campbell, President
</TABLE>

     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 22, 2002                                 /S/ Donald L. Campbell
                                               --------------------------------
                                                   Donald L. Campbell, President and Chairman of
                                                   the Board of Directors (Principal Executive
                                                   Officer)

March 22, 2002                                 /S/ Richard G. Rose
                                               --------------------------------
                                                   Richard G. Rose, Treasurer (Principal Financial
                                                   Officer and Principal Accounting Officer)

March 22, 2002                                 /S/ David T. Turner
                                               --------------------------------
                                                   David T. Turner, Director

March 22, 2002                                 /S/ James R. Loyd
                                               --------------------------------
                                                   James R. Loyd, Director

March 22, 2002                                 /S/ Charles G. Dudenhoeffer, Jr.
                                               --------------------------------
                                                   Charles G. Dudenhoeffer, Jr.,
                                                   Director

March 22, 2002                                 /S/ David R. Goller
                                               --------------------------------
                                                   David R. Goller, Director

March 22, 2002                                 /S/ Philip D. Freeman
                                               --------------------------------
                                                   Philip D. Freeman, Director

March 22, 2002                                 /S/ Kevin L. Riley
                                               --------------------------------
                                                   Kevin L. Riley, Director

March 22, 2002                                 /S/ James E. Smith
                                               --------------------------------
                                                   James E. Smith, Director

March 22, 2002                                 /S/ Gus S. Wetzel, II
                                               --------------------------------
                                                   Gus S. Wetzel, II, Director
</TABLE>

                                      26
<PAGE>
                                   EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.                       Description                           Page No.
- -----------                       -----------                           --------
<S>            <C>                                                        <C>
13             The Registrant's 2001 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)

23             Consent of Independent Auditors                            --

</TABLE>

- -----------------------------

                                      27

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13
<SEQUENCE>3
<FILENAME>c68479ex13.txt
<DESCRIPTION>2001 ANNUAL REPORT TO SHAREHOLDERS
<TEXT>
<PAGE>
                                                                     Exhibit 13






                                      2001

                                  ANNUAL REPORT

                                       TO

                                  SHAREHOLDERS



                       EXCHANGE NATIONAL BANCSHARES, INC.

                            Jefferson City, Missouri
<PAGE>
                       EXCHANGE NATIONAL BANCSHARES, INC.

                            Jefferson City, Missouri

                                 March 15, 2002

Dear Shareholders:

     It is with great pride and a sense of completeness I write this final
correspondence to you. Effective March 30 of this year, I will be stepping
aside as your Chairman and President. It has been my privilege to serve you the
past 53 years. While I may be transitioning leadership, I will continue as an
advisory director. The issue of management succession is critical in any
business, and your Company is fortunate to have two talented and well-prepared
executives to succeed me. Please join me in welcoming James E. Smith as your
Company's new Chairman and Chief Executive Officer. Jim came to Exchange as a
valuable addition to the management team in the 1997 acquisition of Union State
Bank. Jim has been associated with your bank in Clinton for over 28 years and
he is presently serving as president of the American Bankers Association.


     In addition to Jim, I am proud to announce that David T. Turner will
continue to serve in a leadership role. David has risen through the ranks as an
outstanding leader and is ready to assume even greater responsibilities. Upon
my retirement, David will assume the position of President of Exchange National
Bancshares and Chairman, Chief Executive Officer and President of Exchange
National Bank.


     As we continually strive to improve your Company's financial performance,
your Board of Directors authorized management to begin a stock repurchase
program in 2001. As management continues to evaluate opportunities to acquire
other financial institutions, it simply makes good business sense to purchase
Exchange stock when it is selling at or below book value. Also, during 2001,
your Company elected to become a "financial holding company". While management
has no specific plans, obtaining the financial holding company designation
permits your Company to engage in a wider range of financial activities.


     With the three acquisitions in 2000 complete, management also focused
attention in 2001 on converting to a single core data processing system. A
significant investment is being made to fully integrate data processing;
however, the technological benefits will be substantial.


     Regarding 2001 financial highlights, total assets increased $56,222,000
or 7.8% during 2001 as a result of strong internal growth. Earnings for 2001
were $7,102,000 or $2.48 per common share compared to $5,485,000 or $2.05 per
share in 2000. This growth is primarily the result of increased earning assets,
increased mortgage loan origination income and increased non-interest income.


     Management continues to be proud of your Company's ability to pay cash
dividends. Shareholders received dividends totaling $0.85 per share in 2001.
Dividends of $0.19 per share were paid January 1, April 1, July 1 and October
1, 2001. A special dividend of $0.09 per share was paid December 1, 2001.


     Capitalization of your Company expressed in terms of tier one capital to
adjusted average total assets (leverage ratio) was 7.05% at December 31, 2001
compared to 7.07% at December 31, 2000. Your Company's total capital to
risk-weighted assets ratio was 11.83% at December 31, 2001 compared to 11.90%
at December 31, 2000. The increased leverage results from asset growth rather
than capital deterioration.


     As I have written before, 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>
                       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. On
October 25, 1999, Exchange established ENB Holdings, Inc. as a wholly-owned
subsidiary for the sole purpose of effecting the June 16, 2000 merger with CNS
Bancorp, Inc. and its subsidiary, City National Savings Bank, FSB. City
National subsequently was merged into Exchange National Bank. ENB Holdings owns
27.4% of Exchange National Bank with the balance owned by Exchange. On October
17, 2001, Exchange and Union each received approval from the Federal Reserve to
become a financial holding company. 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 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.

     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 Windsor.

     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, Mid Central Bancorp and ENB Holdings
are subject to supervision by the Federal Reserve Board.

                                      2
<PAGE>
                      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, 2001. 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 share and per share data)

<TABLE>
<CAPTION>
                                                     Year Ended December 31,
                                    ---------------------------------------------------------
                                       2001           2000       1999       1998       1997
                                    -----------    ---------   --------    -------   --------
<S>                                 <C>            <C>         <C>         <C>       <C>
Income Statement Data
Interest income                     $    49,289       46,544     32,249     32,180     23,435
Interest expense                         25,389       25,177     16,225     17,197     11,645
                                    -----------    ---------   --------    -------   --------
   Net interest income                   23,900       21,367     16,024     14,983     11,790
Provision for loan losses                 1,154        1,222        910        702        865
                                    -----------    ---------   --------    -------   --------
   Net interest income
     after provision for
     loan losses                         22,746       20,145     15,114     14,281     10,925
                                    -----------    ---------   --------    -------   --------
Security gains (losses), net                 98         (28)         --          6        (7)
Other noninterest income                  5,299        3,618      2,948      2,698      2,045
                                    -----------    ---------   --------    -------   --------
   Total noninterest income               5,397        3,590      2,948      2,704      2,038
Noninterest expense                      17,400       15,658     11,527     10,515      7,265
                                    -----------    ---------   --------    -------   --------
Income before income taxes               10,743        8,077      6,535      6,470      5,698
Income taxes                              3,641        2,592      2,071      2,117      1,842
                                    -----------    ---------   --------    -------   --------
Net income                          $     7,102        5,485      4,464      4,353      3,856
                                    ===========    =========   ========    =======   ========

Dividends
Declared on common stock            $     2,425        2,260      1,732      1,609      1,566
Paid on common stock                      2,425        2,115      1,695      1,609      1,523
Ratio of total dividends
   declared to net income                 34.15%       41.20      38.80      36.96      40.61

Per Share Data
Basic earnings per common share     $      2.48         2.05       2.06       2.02       1.79
Diluted earnings per common share   $      2.48         2.05       2.06       2.02       1.79
Basic weighted average shares of
   common stock outstanding           2,858,252    2,669,370  2,162,414  2,155,446  2,155,446
Diluted weighted average shares of
   common stock outstanding           2,858,939    2,669,370  2,162,414  2,155,446  2,155,446
</TABLE>

                                      3
<PAGE>
<TABLE>
<CAPTION>
                                                                   Year Ended December 31,
                                                                   -----------------------
                                                   2001         2000        1999        1998        1997
                                                   -----        -----       -----       -----       -----
<S>                                             <C>            <C>         <C>         <C>         <C>
Balance Sheet Data
   (at period end)
Investment securities                           $ 181,649      155,917     111,237     101,066     116,157
Loans                                             464,364      468,471     326,229     288,218     278,700
Total assets                                      775,825      719,603     494,946     458,703     450,692
Total deposits                                    579,794      576,263     381,020     373,522     360,387
Securities sold under
   agreements to repurchase
   and other short term
   borrowed funds                                  62,033       16,942      27,643      17,667      25,157
Other borrowed money                               43,138       42,378      26,451      17,151      17,604
Total stockholders' equity                         78,353       73,584      55,948      46,113      43,108

Earnings Ratios
Return on average
   total assets                                      0.96%        0.85        0.95        0.96        1.22
Return on average
   stockholders' equity                              9.21         8.49        9.41        9.73        9.15

Asset Quality Ratios
Allowance for loan losses
   to loans                                          1.44         1.48        1.46        1.53        1.40
Nonperforming loans
   to loans (1)                                      0.86         1.73        0.52        0.28        0.40
Allowance for loan losses
   to nonperforming loans (1)                      166.98        85.87      281.45      544.81      350.40
Nonperforming assets to loans
   and foreclosed assets (2)                         1.03         1.76        0.55        0.34        0.54
Net loan charge-offs to
   average loans                                     0.31         0.05        0.18        0.07        0.29

Capital Ratios
Average stockholders' equity to
   average total assets                             10.37         9.99       10.07        9.83       13.29
Total risk-based
   capital ratio                                    11.83        11.90       15.06       12.94       12.25
Tier 1 risk-based
   capital ratio                                    10.58        10.65       13.81       11.69       11.00
Leverage ratio                                       7.05         7.07        9.73        7.87        8.14
</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>
                  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, 2001, 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>
                    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 has prepared all of the consolidated financial information in
this report in accordance with accounting principles generally accepted in the
United States of America (U.S. GAAP). In preparing the consolidated financial
statements in accordance with U.S. GAAP, our Company makes estimates and
assumptions that affect the reported amount of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenue and expenses during the
reporting period. There can be no assurances that actual results will not
differ from those estimates.

     We have identified the accounting policy related to the allowance for
loan losses as critical to the understanding of our Company's results of
operations, since the application of this policy requires significant
management assumptions and estimates that could result in materially different
amounts to be reported if conditions or underlying circumstances were to
change. The impact and any associated risks related to these policies on our
business operations are discussed in the "Lending and Credit Management"
section below.

     Our Company's consolidated net income for 2001 increased $1,617,000 or
29.5% over 2000 and followed a $1,020,000 or 22.9% increase for 2000 compared
to 1999. Basic and diluted earnings per common share decreased from $2.06 for
1999, to $2.05 for 2000 and increased to $2.48 for 2001. Return on average
total assets decreased from 0.95% for 1999, to 0.85% for 2000 and increased to
0.96% for 2001. Return on average total stockholders' equity decreased from
9.41% for 1999 to 8.49% for 2000 and increased to 9.21% for 2001.

     Average investment securities and federal funds sold increased
$51,088,000 or 31.5% to $213,456,000 for 2001 compared to $162,368,000 for 2000
and followed a $35,265,000 or 27.8% decrease for 2000 compared to 1999. The
increase in 2001 reflects the effect of both increased collateral requirements
for securities sold under agreements to repurchase as well as having a full
year of earning assets from acquisitions made during 2000. The increase in 2000
was due to the acquisitions completed during 2000.

                                      6
<PAGE>
     Average loans outstanding increased $38,915,000 or 9.2% to $462,468,000
for 2001 compared to $423,553,000 for 2000 and followed a $120,061,000 or 39.6%
increase for 2000 compared to 1999. Average commercial loans outstanding
increased $8,450,000 or 6.2% for 2001 compared to 2000 and followed a
$31,071,000 or 29.7% increase for 2000 compared to 1999. Average real estate
loans outstanding increased $36,768,000 or 16.0% for 2001 compared to 2000 and
followed a $79,279,000 or 52.7% increase for 2000 compared to 1999. Average
consumer loans outstanding decreased $6,303,000 or 10.9% for 2001 compared to
2000 and followed a $9,711,000 or 20.2% increase for 2000 compared to 1999.

     The primary reason for the increase in average loans outstanding in 2001
compared to 2000 is due to having the loans of the companies acquired during
2000 on the books for a full year in 2001. The Company acquired approximately
$122,000,000 of loans in the acquisitions of 2000. However, it should be noted
that consumer loans decreased on average in 2001. This decrease reflects the
low rates that existed in the consumer auto market that was fueled by
manufacturers' low or zero rate financing programs. Our Company chose to not
aggressively pursue consumer auto loans during 2001 and as such this portion of
the loan portfolio declined in balance.

     Average total time deposits increased $57,297,000 or 12.6% to
$510,486,000 for 2001 compared to $453,189,000 for 2000 and followed a
$130,075,000 or 40.3% increase for 2000 compared to 1999. Most of the 2001
increase in average tine deposits is due to having deposits of the companies
acquired during 2000 on the books for the entire year of 2001 versus only a
partial year during 2000. Approximately $106,000,000 of the 2000 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 increased
$18,297,000 or 90.8% to $38,459,000 for 2001 compared to $20,162,000 for 2000
and followed a $1,710,000 or 7.8% decrease for 2000 compared to 1999. Those
variances reflected competition for institutional funds awarded based upon
competitive bids.

     Average interest-bearing demand notes to U.S. Treasury decreased $110,000
or 12.4% to $774,000 for 2001 compared to $884,000 for 2000 and followed a
$104,000 or 12.5% decrease for 2000 compared to 1999. Balances in this account
are governed by the U.S. Treasury's funding requirements.

     Average other borrowed money decreased $347,000 or 0.8% to $41,260,000
for 2001 compared to $41,607,000 for 2000 and followed a $18,611,000 or 80.9%
increase for 2000 compared to 1999. 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.

                                      7
<PAGE>
     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,
                                                          2001             2000         1999
                                                        ---------       ---------    ---------
<S>                                                     <C>             <C>          <C>
Interest income                                         $  49,289          46,544       32,249
Fully taxable equivalent (FTE) adjustment                     828             821          580
                                                        ---------       ---------    ---------

Interest income (FTE basis)                                50,117          47,365       32,829
Interest expense                                           25,389          25,177       16,225
                                                        ---------       ---------    ---------

Net interest income (FTE basis)                            24,728          22,188       16,604
Provision for loan losses                                   1,154           1,222          910
                                                        ---------       ---------    ---------

Net interest income after provision
   for loan losses (FTE basis)                             23,574          20,966       15,694
Noninterest income                                          5,397           3,590        2,948
Noninterest expense                                        17,400          15,658       11,527
                                                        ---------       ---------    ---------

Income before income taxes
   (FTE basis)                                             11,571           8,898        7,115
                                                        ---------       ---------    ---------

Income taxes                                                3,641           2,592        2,071
FTE adjustment                                                828             821          580
                                                        ---------       ---------    ---------

Income taxes (FTE basis)                                    4,469           3,413        2,651
                                                        ---------       ---------    ---------

Net income                                              $   7,102           5,485        4,464
                                                        =========       =========    =========

Average total earning assets                            $ 678,389         588,516      430,805
                                                        =========       =========    =========

Net interest margin                                          3.65%           3.77         3.85
                                                        =========       =========    =========
</TABLE>

     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 $2,540,000 or 11.5% to $24,728,000 for 2001
compared to $22,188,000 for 2000, and followed a $5,584,000 or 33.6% increase
for 2000 compared to 1999. Measured as a percentage of average earning assets,
the net interest margin (expressed on a fully taxable equivalent basis)
decreased from 3.85% for 1999 to 3.77% for 2000, and to 3.65% for 2001.

     The provision for loan losses decreased $68,000 or 5.6% to $1,154,000 for
2001 compared to $1,222,000 for 2000 and followed a $312,000 or 34.6% increase
for 2000 compared to 1999. The decrease in the provision in 2001 was primarily
due to a decrease in nonperforming loans. The increase in the provision in 2000
was due to additional loan growth and the increase in nonperforming loans. The
allowance for loan losses totaled $6,674,000 or 1.44% of loans outstanding at
December 31, 2001 compared to $6,940,000 or 1.48% of loans outstanding at
December 31, 2000 and $4,765,000 or 1.46% of loans outstanding at December 31,
1999. The allowance for loan losses expressed as a percentage of nonperforming
loans was 281.45% at December 31, 1999, 85.87% at December 31, 2000 and 166.98%
at December 31, 2001.

                                      8
<PAGE>
RESULTS OF OPERATIONS

                     YEARS ENDED DECEMBER 31, 2001 AND 2000

     Our Company's net income increased by $1,617,000 or 29.5% to $7,102,000
for the year ended December 31, 2001 compared to $5,485,000 for 2000. Net
interest income on a fully taxable equivalent basis increased to $24,728,000 or
3.65% of average earning assets for 2001 compared to $22,188,000 or 3.77% of
average earning assets for 2000. The provision for loan losses for 2001 was
$1,154,000 compared to $1,222,000 for 2000. Net loans charged off for 2001 were
$1,421,000 compared to $197,000 for 2000. The increase in net loans charged off
for 2001 is primarily represented by three large commercial credits.

     Noninterest income and noninterest expense for the years ended December
31, 2001 and 2000 were as follows:

(Dollars expressed in thousands)

<TABLE>
<CAPTION>
                                                            Year Ended
                                                            December 31,           Increase     (decrease)
                                                   ---------------------------   ---------------------------
                                                       2001          2000           Amount            %
                                                   ------------   ------------   ------------   ------------
<S>                                                <C>            <C>            <C>            <C>
Noninterest Income
Service charges on deposit accounts                $      2,097   $      1,569   $        528           33.7%
Trust department income                                     430            560           (130)         (23.2)
Brokerage income                                             91             89              2            2.3
Mortgage loan servicing fees                                463            536            (73)         (13.6)
Gain on sales of mortgage loans                           1,459            402          1,057          262.9
Gain (loss) on sales and calls of debt securities            98            (28)           126          350.0
Credit card fees                                            150            145              5            3.5
Other                                                       609            318            291           91.5
                                                   ------------   ------------   ------------   ------------
                                                   $      5,397   $      3,591   $      1,806          50.3%
                                                   ============   ============   ============   ============
Noninterest Expense
Salaries and employee benefits                     $      8,790   $      7,429   $      1,361           18.3%
Occupancy expense, net                                    1,006            981             25            2.3
Furniture and equipment expense                           1,597          1,563             34            2.2
FDIC insurance assessment                                   131            127              4            3.2
Advertising and promotion                                   457            336            121           36.0
Postage, printing, and supplies                             765            737             28            3.8
Legal, examination, and professional fees                   850            583             94           12.4
Credit card expenses                                         96            101             (5)          (5.0)
Credit investigation and loan collection                    199            236            (33)         (15.7)
Amortization of intangible assets                         1,532          1,319            213           16.2
Other                                                     1,977          2,246            (96)          (4.6)
                                                   ------------   ------------   ------------  -------------
                                                   $     17,400   $     15,658   $      1,742           11.1%
                                                   ============   ============   ============   ============
</TABLE>

Noninterest income increased $1,806,000 or 50.3% to $5,397,000 for 2001
compared to $3,591,000 for 2000. Service charges on deposit accounts increased
$528,000 or 33.7% primarily due to the institution of a new overdraft program
at Exchange National Bank and Citizens Union State Bank. This program has
generated an increase of approximately $476,000 in insufficient fund fees
collected during 2001 compared to 2000. The balance of the increase in service
charge income is mainly attributed to the acquisitions made during the second
quarter of the prior year. The decrease in trust department income reflects
lower trust distribution fees collected this year compared to the same period
last year. The decrease in mortgage servicing fees of $73,000 reflects a
$53,000 write-down of our Company's mortgage servicing rights to their fair
value during 2001. This write-down is reflective of the high refinancing
activity that our company has experienced in its servicing portfolio during the
second and third quarters of 2001. Gains on sales of mortgage loans increased
$1,057,000 or 262.9% due to an increase in volume of loans originated and sold
to the secondary market from approximately $27,236,000 during 2000 to
approximately $106,922,000 during 2001. The increase in volume of loans sold is
a result of increased refinancing activity and new mortgage lending as a result
of lower mortgage rates in effect during 2001 compared to those in effect
during

                                      9
<PAGE>
2000. The $126,000 or 350.0% increase in gain (loss) on sales and calls of debt
securities represents gains on the sale of securities during the fourth quarter
of 2001. $127,000 of the $291,000 or 91.5% increase in other noninterest income
reflects gains recognized on the sales of properties obtained in previous
acquisitions. The balance of the increase is spread across various categories
of other income including ATM surcharge fees, safe deposit box rental income
and miscellaneous fee income.

     Noninterest expense increased $1,742,000 or 11.1% to $17,400,000 for 2001
compared to $15,658,000 for 2000. Approximately $747,000 of this increase was
related to the acquisitions of CNS Bancorp and Mid Central during 2000. In
addition, the increase in salaries and benefits reflects a one time retirement
accrual of $252,000 that will be paid during the first quarter of 2002.
Excluding the increases associated with the acquisitions and retirement
accrual, salaries and benefits increased $656,000 or 8.8% and reflects normal
salary adjustments, increased insurance benefit costs, and additional hires.
The $25,000 or 2.3% increase in occupancy expense and the $34,000 or 2.2%
increase in furniture and equipment expense are primarily related to increased
costs associated with the acquisitions made in the prior year. The $121,000 or
36.0% increase in advertising and promotion is due in part to additional
product advertising at Exchange National Bank related to trust services and
internet banking. The $28,000 or 3.8% increase in postage, printing and
supplies reflects costs incurred by our Banks for compliance with the privacy
provisions of the Gramm-Leach-Bliley Act. The $94,000 or 12.4% increase in
legal, examination, and professional fees is due in large part to consulting
fees related to a company wide technology assessment that will determine a
standard core processing platform for all of our banks. The entire increase in
amortization of intangible assets is related to the acquisitions.

     During 2002, our Company will be converting all three of our banks to a
common data processing platform. It is anticipated that approximately
$2,000,000 will be spent to purchase new core software and hardware systems.
These costs will be amortized over periods ranging from 3 to 5 years and will
be reflected in increased furniture and equipment expense in the upcoming year.

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.

                                      10
<PAGE>
     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                   756            383            373           97.4
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                                                     2,073          1,436            637           44.4
                                                   ------------   ------------   ------------   ------------
                                                   $     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. Our Company sold
$16,192,000 of loans in 2000 compared to $29,038,000 in 1999. Our 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 $270,000, and other noninterest expense increased $198,000. 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,
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,

                                      11
<PAGE>
examination and professional fees reflects expenses our 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, and insurance expense.

NET INTEREST INCOME

     Fully taxable equivalent net interest income increased $2,540,000 or
11.5% to $24,728,000 for 2001 compared to $22,188,000 for 2000, and followed a
$5,584,000 or 33.6% increase from 2000 compared to 1999. The increase in net
interest income in 2001 and 2000 was the result of increased earning assets.

     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, 2001.

(DOLLARS EXPRESSED IN THOUSANDS)

<TABLE>
<CAPTION>
                                                               Year Ended December 31,
                        ------------------------------------------------------------------------------------------------------
                                       2001                              2000                            1999
                        ------------------------------------------------------------------------------------------------------
                                       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               $144,241    $11,573      8.02%   $135,791      $12,077      8.89%  $ 104,720      $ 8,833      8.43%
  Real estate               266,632     21,651      8.12     229,864       19,291      8.39     150,585       12,343      8.20
  Consumer                   51,595      4,726      9.16      57,898        5,079      8.77      48,187        4,145      8.60
Investment in debt and
  equity securities:(3)
U.S. Treasury and U.S.
  Government agencies       120,366      7,352      6.11     109,150        7,116      6.52      76,030        4,369      5.75
  State and municipal        39,581      2,720      6.87      39,072        2,740      7.01      27,267        1,930      7.08
  Other                       4,753        239      5.03       3,908          263      6.73       2,850          178      6.25
Federal funds sold           48,756      1,762      3.61      10,238          640      6.25      20,956        1,023      4.88
Interest bearing
  deposits in other
  financial institutions      2,465         94      3.81       2,595          159      6.13         211            8      3.79
                            -------    -------               -------      -------               -------      -------
  Total interest
  earning assets            678,389     50,117      7.39     588,516       47,365      8.05    430, 806       32,829      7.62
All other assets             72,267                           64,236                             45,005
Allowance for loan
  Losses                     (7,139)                          (6,098)                            (4,700)
                           ---------                        ---------                          ---------
  Total assets             $ 743,517                        $ 646,654                          $ 471,111
                           =========                        =========                          ==========
</TABLE>

      Continued on next page

                                      12
<PAGE>
<TABLE>
<CAPTION>
                                                               Year Ended December 31,
                         --------------------------------------------------------------------------------------------------

                                       2001                            2000                            1999
                         ---------------------------------  -------------------------------  ------------------------------
                                       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               $  87,970  $  1,946      2.21%  $  83,594     $ 2,399     2.87%  $  58,931   $ 1,423        2.41%
Savings                       47,360     1,050      2.22      43,606       1,221     2.80      36,428     1,061        2.91
Money market                  60,247     1,793      2.98      53,556       2,146     4.01      42,638     1,611        3.78
Time deposits of
$100,000 and over             49,555     2,662      5.37      40,282       2,363     5.87      25,342     1,275        5.03
Other time deposits          265,354    14,210      5.36     232,151      13,116     5.65     159,775     8,164        5.11
                             -------    ------               -------      ------              -------     -----
  Total time deposits        510,486    21,661      4.24     453,189      21,245     4.69     323,114    13,534        4.19
Federal funds purchased
  and securities sold
  under agreements to
  repurchase                  38,459     1,219      3.17      20,162       1,162     5.76      21,872     1,179        5.39
Interest-bearing demand
  notes to U.S. Treasury         774        28      3.62         884          58     6.56         988        44        4.45
Other borrowed money          41,260     2,481      6.01      41,607       2,712     6.52      22,996     1,468        6.38
                              ------     -----                ------       -----               ------     -----
  Total interest-
  bearing liabilities        590,979    25,389               515,842      25,177     4.88     368,970    16,225        4.40
Demand deposits               63,233                          60,208                           50,908
Other liabilities             12,220                           5,978                            3,794
                           ---------                       ---------                        ---------
  Total liabilities          666,432                         582,028                          423,672
Stockholders' equity          77,085                          64,626                           47,439
                           ---------                       ---------                        ---------
  Total liabilities and
  Stockholders' equity     $ 743,517                       $ 646,654                         $ 471,111
                           =========                       =========                        ==========
Net interest income                   $ 24,728                        $ 22,188                          $16,604
                                      ========                        ========                          =======
Net interest margin                                 3.65%                             3.77%                            3.85%
                                               =========                         =========                       ==========
</TABLE>

- ---------------
(1)     Interest income and yields are presented on a fully taxable
        equivalent basis using the Federal statutory income tax rate, net of
        nondeductible interest expense. Such adjustments totaled $828,000,
        $821,000 and $580,000 for the years ended December 31, 2001, 2000
        and 1999, respectively.

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

(3)    Average balances based on amortized cost.

                                      13
<PAGE>
     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, 2001                                   December 31, 2000
                                             Compared to                                         Compared to
                                         December 31, 2000                                   December 31, 1999
                              -------------------------------------------        -------------------------------------------

                                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                   $ (504)              722           (1,226)          $ 3,244             2,740             504
  Real estate (2)               2,361             3,003             (642)            6,948             6,646             302
  Consumer                       (353)             (570)             217               934               850              84
Investment in debt and
  equity securities:
  U.S. Treasury and U.S.
  Government agencies             236               703             (467)            2,747             2,099             648
  State and municipal(2)          (20)               36              (56)              810               828             (18)
  Other                           (24)               50              (74)               85                70              15
Federal funds sold              1,122             1,494             (372)             (383)             (618)            235
Interest bearing deposits
  in other financial
  Institutions                    (65)               (8)             (57)              151               143               8
                               -------           -------          -------          -------           -------         -------
Total interest
  Income                        2,753             5,430           (2,677)           14,536            12,758           1,778
</TABLE>
     Continued on next page

                                      14
<PAGE>
<TABLE>
<CAPTION>
                                             Year Ended                                          Year Ended
                                         December 31, 2001                                   December 31, 2000
                                             Compared to                                         Compared to
                                         December 31, 2000                                   December 31, 1999
                              -------------------------------------------        -------------------------------------------

                                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                     (453)            121             (574)            976                 673             303
Savings                          (171)             99             (270)            160                 202             (42)
Money market                     (353)            245             (598)            535                 432             103
Time deposits of
  $100,000 and over               300             510             (210)          1,088                 849             239
Other time
  Deposits                      1,094          1, 804             (710)         4, 952               4,014             938
Federal funds purchased
  And securities sold
  Under agreements
  To repurchase                    57             737             (680)            (17)                (96)              79
Interest-bearing
  demand notes to
  U.S. Treasury                   (30)             (6)             (24)             14                  (5)              19
Other borrowed money             (231)            (23)            (208)         1, 244               1,212               32
                             ---------       ---------        ---------      ---------            ---------       ---------
Total interest
   Expense                        213          3, 487          (3 ,274)         8, 952               7,281            1,671
                             ---------       ---------        ---------      ---------            ---------       ---------
Net interest income
On a fully taxable
  equivalent basis          $   2,540          1, 943              597      $   5 ,584               5,477              107
                            =========       =========         =========      ==========          =========        =========
</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, net of
        nondeductible interest expense. Such adjustments totaled $828,000,
        $821,000 and $580,000 for the years ended December 31, 2001, 2000
        and 1999, respectively.

LENDING AND CREDIT MANAGEMENT

     Interest earned on the loan portfolio is a primary source of interest
income for our Company. Net loans represented 59.0% of total assets as of
December 31, 2001. Total loans increased steadily from December 31, 1997
through December 31, 2001 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 our Banks' Boards of Directors. Larger credits are reviewed by our
Banks' Discount Committees. These committees are comprised of members of senior
management.


                                      15
<PAGE>
     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,
                        -------------------------------------------------------------------------------------------------
                                   2001                2000                1999              1998              1997
                             Amount      %        Amount      %      Amount      %     Amount       %    Amount       %
                             ------      --       ------      --     ------      --    ------       --   ------       --
<S>                       <C>           <C>    <C>          <C>     <C>         <C>     <C>        <C>    <C>        <C>
Commercial, financial
  and agricultural          $ 137,235   29.5%  $ 151,330     32.3%  $ 114,469   35.1%   $ 98,298   34.1%  $ 90,543   32.5%
Real estate --
  Construction                 25,820    5.6      20,500      4.4      24,891    7.6      19,414    6.7     33,947   12.2
Real estate --
  Mortgage                    254,324   54.8     238,157     50.8     135,677   41.6     123,534   42.8    110,012   39.5
Installment loans
  to individuals               46,985   10.1      58,484     12.5      51,192   15.7      46,972   16.3     44,198   15.8
                            ---------          ---------           ----------         ----------         ---------
  Total loans               $ 464,364  100.0%  $ 468,471    100.0%  $ 326,229  100.0%   $288,218  100.0%  $278,700  100.0%
                            =========          =========           ==========         ==========         =========
</TABLE>
       Loans at December 31, 2001 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         $  80,070    $  51,553   $    551       $   5,061       $    --    $  137,235
Real estate--
Construction                  25,807           13         --              --            --        25,820
Real estate--
Mortgage                      45,896      107,572     30,985          23,158        46,713       254,324
Installment loans
to individuals                17,019       29,689        215              55             7        46,985
                           ---------    ---------   --------       ---------       --------   ----------
       Total loans         $ 168,792    $ 188,827   $ 31,751       $  28,274       $46,720    $  464,364
                           =========    =========   ========       =========       ========   ==========
</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, 2001 our Company was
servicing approximately $170,774,000 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 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
decrease in the provision in 2001 was primarily due to a decrease 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 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.

                                      16
<PAGE>
     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>
     The following table summarizes loan loss experience for the periods
indicated:

(DOLLARS EXPRESSED IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                      Year Ended December 31,
                                              -------------------------------------------------------------------------
                                                  2001          2000           1999           1998           1997
                                                  ----          ----           ----           ----           ----
<S>                                           <C>             <C>            <C>            <C>            <C>
Analysis of allowance for loan losses:
Balance beginning of year                     $   6,940       4,765           4,413          3,914          2,307
Allowance for loan losses of
  acquired companies
  at date of acquisitions                            --         1,150             --             --          1,315
Charge-offs:
  Commercial, financial, and agricultural           689           273            410             90            120
  Real estate -- construction                       144            --             --             --            230
  Real estate -- mortgage                            61            10             36             32             17
  Installment loans to individuals                  708           436            288            325            373
                                              ---------     ---------      ---------      ---------      ---------
                                                  1,602           719            734            447            740
Recoveries:
  Commercial, financial, and agricultural            22           409             57            111             11
  Real estate -- construction                        --            --             --             --             --
  Real estate -- mortgage                             8            --              3             --             14
  Installment loans to individuals                  151           113            116            133            142
                                              ---------     ---------      ---------      ---------      ---------
                                                    181           522            176            244            167
                                              ---------     ---------      ---------      ---------      ---------
Net charge-offs                                   1,421           197            558            203            573
                                              ---------     ---------      ---------      ---------      ---------
Provision for loan losses                         1,154         1,222            910            702            865
                                              ---------     ---------      ---------      ---------      ---------
Balance at end of year                        $   6,673         6,940          4,765          4,413          3,914
                                              =========     =========      =========      =========      =========
Loans outstanding:
  Average                                     $ 462,468       423,553        303,492        279,679        200,175
  End of period                                 464,364       468,471        326,229        288,218        278,700
Allowance for loan losses to loans
  outstanding:
    Average                                       1.44%          1.64           1.57           1.58           1.96
    End of period                                 1.44           1.48           1.46           1.53           1.40
Net charge-offs to average
  loans outstanding                               0.31           0.05           0.18           0.07           0.29
</TABLE>

<TABLE>
<CAPTION>
                                                                      Year Ended December 31,
                                              -------------------------------------------------------------------------
                                                  2001          2000           1999           1998           1997
                                                  ----          ----           ----           ----           ----
<S>                                           <C>                <C>            <C>            <C>            <C>
Allocation of allowance for
  loan losses at end of period:
    Commercial, financial, and
    Agricultural                              $    2,444         2,838          1,214            935            877
    Real estate -- construction                      104           530            479            496            554
    Real estate -- mortgage                        1,872         1,552          1,202          1,265          1,063
    Installment loans to individuals                 669           900            392            413            419
    Unallocated                                    1,584         1,120          1,478          1,304          1,001
                                              ------------  ------------   ------------   ------------   ------------
      Total                                   $    6,673         6,940          4,765          4,413          3,914
                                              ============  ============   ============   ============   ============
Percent of categories to total loans:
    Commercial, financial, and agricultural         29.5%         32.3           35.1           34.1           32.5
    Real estate -- construction                      5.6           4.4            7.6            6.7           12.2
    Real estate -- mortgage                         54.8          50.8           41.6           42.9           39.5
    Installment loans to individuals                10.1          12.5           15.7           16.3           15.8
                                              ------------  ------------   ------------   ------------   ------------
      Total                                        100.0         100.0          100.0          100.0          100.0
                                              ============  ============   ============   ============   ============
</TABLE>

                                      18
<PAGE>
     Nonperforming loans, defined as loans on nonaccrual status, loans 90 days
or more past due, and restructured loans totaled $3,997,000 or 0.86% of total
loans at December 31, 2001 compared to $8,082,000 or 1.73% of total loans at
December 31, 2000. The following table summarizes our Company's nonperforming
assets at the dates indicated:

(DOLLARS EXPRESSED IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                             December 31,
                                             -----------------------------------------------------------------------------
                                                  2001           2000            1999            1998           1997
                                                  ----           ----            ----            ----           ----
<S>                                           <C>                  <C>            <C>          <C>                  <C>
Nonaccrual loans:
  Commercial, financial,
    and agricultural                          $    2,518           2,648           841              102             111
  Real estate -- construction                         66           1,006            134             274             385
  Real estate -- mortgage                            842           3,584            507             272             274
  Installment loans to individuals                   124             453             57              59              57

                                             ------------    ------------   ------------    ------------    ------------
    Total nonaccrual loans                         3,550           7,691          1,539             707             827
                                             ------------    ------------   ------------    ------------    ------------

Loans contractually past-due 90 days
  or more and still accruing:
  Commercial, financial, and agricultural             96             --              --             --              48
  Real estate -- construction                         --             --              --             --              --
  Real estate -- mortgage                            299            237              --             --             112
  Installment loans to individuals                    52            154              22             18              30
                                             ------------    ------------   ------------    ------------    ------------

    Total loans contractually past-due
      90 days or more and still accruing             447            391              22             18             190

Restructured loans                                    --             --             132             85             100

    Total nonperforming loans                      3,997          8,082           1,693            810           1,117
Other real estate                                    650             36              --             85             295
Repossessions                                        141            143              91             93             101

                                             ------------    ------------   ------------    ------------    ------------
    Total nonperforming assets               $     4,788          8,261           1,784            988           1,513
                                             ============   ============    ============   ============    ============
Loans                                        $   464,364        468,471         326,229        288.218         278,700
Allowance for loan losses to
  Loans                                             1.44%          1.48            1.46           1.53            1.40
Nonperforming loans to loans                        0.86           1.73            0.52           0.28            0.40
Allowance for loan losses to
  nonperforming loans                             166.98          85.87          281.45         544.81          350.40
Nonperforming assets to loans and
  foreclosed assets                                 1.03           1.76            0.55           0.34            0.54
</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 $591,000, $727,000 and $150,000
for the years ended December 31, 2001, 2000 and 1999, respectively.
Approximately $300,000, $403,000 and $80,000 was actually recorded as interest
income on such loans for the year ended December 31, 2001, 2000 and 1999,
respectively.

     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
December 31, 2001 included in the table above, which were considered impaired,
management has

                                      19
<PAGE>
identified additional loans totaling approximately $5,804,000 which are not
included in the nonaccrual table above but are considered by management to be
impaired. The $5,804,000 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 $2,950,000.

     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, 2001 $1,218,000 of our Company's allowance for loan
losses related to impaired loans totaling approximately $9,355,000.

     As of December 31, 2001 and 2000 approximately $9,527,000 and $4,965,000,
respectively, of loans not included in the nonaccrual table above or identified
by management as being "impaired" were classified by management as having more
than normal risk 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 probable 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, 2001,
management allocated $5,089,000 of the $6,673,000 total allowance for loan
losses to specific loan categories and $1,584,000 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, 2001 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.

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.

     As allowed upon adoption of SFAS 133, our Company transferred its
held-to-maturity portfolio to its available-for-sale portfolio. This transfer
was made effective January 1, 2001. At the time of the transfer the amortized
cost of the securities transferred was $22,463,000 and the fair value was
$22,676,000.

                                      20
<PAGE>
     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, 2001 debt and equity securities classified as
available-for-sale represented 23.4% 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>
     The following table presents the composition of the investment portfolio
by major category.

     (DOLLARS EXPRESSED IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                       December 31,
                          -------------------------------------------------------------------------------------------------------
                                        2001                              2000                                1999
                          -------------------------------------------------------------------------------------------------------
                          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   $    517        --          517      1,506       --         1,506       5,497        --         5,497
U.S. Government agencies
  and corporations:
    Mortgage-backed           8,469        --        8,469      4,099         601      4,700       4,603          890      5,493
    Other                   127,763        --      127,763    102,461       3,500    105,961      61,027        6,010     67,037
States and political
  Subdivisions               39,940        --       39,940     22,405      17,667     40,072      14,432       13,365     27,797
Other debt securities         1,445        --        1,445        202         695        897       3,964           --      3,964
                          ---------   ----------  --------  ---------  ----------   --------   ---------   ----------   --------
  Total debt securities     178,134        --      178,134    130,673      22,463    153,136      89,523       20,265    109,788
Federal Home Loan Bank
Stock                         2,755        --        2,755      2,711          --      2,711       1,379           --      1,379
Federal Reserve Bank
Stock                           750        --          750         60          --         60          60           --         60
Federal Agricultural
Mortgage Corporation             10        --           10         10          --         10          10           --         10
                          ---------   ----------  --------  ---------  ----------   --------   ---------   ----------   --------
Total investments         $ 181,649        --      181,649    133,454      22,463    155,917      90,972       20,265    111,237
                          =========   ==========  ========  =========  ==========   ========   =========   ==========   ========
</TABLE>

     As of December 31, 2001, 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         Over          Average
                                           Or Less       Five Years      Ten Years      Ten Years      Yield (1)
                                           -------       ----------      ---------      ---------      ---------
<S>                                        <C>           <C>             <C>            <C>            <C>
Available-for-Sale
- ------------------
U.S. Treasury securities                     $    517      $      --        $    --        $    --         5.82%
U.S. Government agencies
and corporations:
Mortgage-backed (2)                               416          7,958              95            --         5.36
Other                                          35,678         84,061           7,818            206        4.17
                                           ----------    -----------      ----------     ----------
Total U.S. Government agencies                 36,094         92,019           7,913            206        4.24
States and political subdivisions (3)           3,265         21,367          12,892          2,416        6.84
Other debt security
                                                  205          1,240              --             --        5.96
                                           ----------    -----------      ----------     ----------
Total available-for-sale
debt securities                              $ 40,081      $ 114,626        $ 20,805       $  2,622        4.84%
                                           ==========    ===========      ==========     ==========
Weighted average yield (1)                       4.83%          4.54%           4.54%          7.25%
</TABLE>

- --------------------

(1)  Weighted average yield is based on amortized cost.

                                      22
<PAGE>
(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, 2001 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, 2001 $34,370,000 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, 2001 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 3.5% to 11.9%.

                                      23
<PAGE>
     The following table presents our Company's consolidated (including Parent
Company debt) static gap position at December 31, 2001 for the next twelve
months and the potential impact on net interest income for 2001 of an immediate
2% increase in interest rates.

<TABLE>
<CAPTION>
(Dollars expressed in thousands)

                                                                   Cumulative
                                                                  One Through
                                                                     Twelve
                                                                     Month
                                                                     Period
                                                                 ---------------
<S>                                                                 <C>
Assets maturing or repricing within one year                        $ 389,432
                                                                      --------
Liabilities maturing or repricing within one year                     488,356
                                                                      --------

     GAP                                                            $ (98,922)
                                                                    ==========
Ratio of assets maturing or repricing to
     liabilities maturing or repricing                                     80%
                                                                    ==========
Impact on net interest income of an immediate
     2.00% increase in interest rates                               $  (1,610)
                                                                    ==========

 Net interest income for 2000                                       $  23,900
                                                                    ==========
Percentage change in 2000 net interest
     income due to an immediate 2.00% increase in
     interest rates                                                    (6.74)%
                                                                    ==========
</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 $25,000,000 in federal funds on an unsecured basis and formal
agreements to sell and repurchase securities on which it may draw up to
$10,000,000. 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, 2001 and 2000, our Company had certificates and other
time deposits in denominations of $100,000 or more which mature as follows:

<TABLE>
<CAPTION>
(Dollars expressed in thousands)

                                                        December 31,
                                              -------------------------------
                                                    2001           2000
                                                    ----           ----
     <S>                                        <C>             <C>
     Three months or less                       $  10,369       $  11,021
     Over three months through six months          13,507          14,100
     Over six months through twelve months         16,941          21,011
     Over twelve months                             3,828           4,666
                                                ---------       ---------
                                                $  44,645       $  50,798
                                                =========       =========
</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>
<TABLE>
<CAPTION>
(Dollars expressed in thousands)

                          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, 2001        61,645        1.67              63,874      38,236        3.16
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
</TABLE>

LIQUIDITY

     The role of liquidity management is to ensure funds are available to meet
depositors' withdrawal and borrowers' credit demands while at the same time
maximizing profitability. This is accomplished by balancing changes in demand
for funds with changes in the supply of those funds. Liquidity to meet the
demands is provided by maturing assets, short-term liquid assets that can be
converted to cash and the ability to attract funds from external sources,
principally depositors. Due to the nature of services offered by our Company,
management prefers to focus on transaction accounts and full service
relationships with customers. Management believes it has the ability to
increase deposits at any time by offering rates slightly higher than the market
rate.

     Our banks' Asset/Liability Committees (ALCO), primarily made up of senior
management, has direct oversight responsibility for our Company's liquidity
position and profile. A combination of daily, weekly and monthly reports
provided to management detail the following: internal liquidity metrics,
composition and level of the liquid asset portfolio, timing differences in
short-term cash flow obligations, available pricing and market access to the
financial markets for capital and exposure to contingent draws on our Company's
liquidity.

     Our Company has a number of sources of funds to meet liquidity needs on a
daily basis. The deposit base, consisting of consumer and commercial deposits
and large dollar denomination ($100,000 and over) certificated of deposit, is a
source of funds. Our Company has no brokered deposits, and has an insignificant
amount of deposits on which the rate paid exceeded the market rate by more that
50 basis points when the account was established.

     Other sources of funds available to meet daily needs include the sales of
securities under agreements to repurchase and funds made available under a
treasury tax and loan note agreement with the federal government. Also, the
banks are members of the Federal Home Loan Bank of Des Moines (FHLB). As
members of the FHLB, the banks have access to credit products of the FHLB. At
December 31, 2001, the amounts of available credit from the FHLB totaled
$117,571,000. As of December 31, 2001, the banks had $23,687,000 in outstanding
borrowings with the FHLB. The banks have federal funds purchased lines with
correspondent banks totaling $25,000,000 and agreements with unaffiliated banks
to sell and repurchase securities of $10,000,000. Finally, the Company has
$20,000,000 line of credit with a correspondent bank of which $7,500,000 is in
use.

     Our Company's liquidity depends primarily on the dividends paid to it as
the sole shareholder of the subsidiary banks. As discussed in Note 3 to our
company's consolidated financial statements, the banks may pay up to $3,284,000
in dividends to our Company without regulatory approval subject to the ongoing
capital requirements of the banks.

     Over the normal course of business, our Company enters into certain forms
of off-balance sheet transactions, including unfunded loan commitments and
letters of credit. These transactions are managed through our Company's various
risk management processes. Management considers both on-balance sheet and
off-balance sheet transactions in its evaluation of our Company's liquidity.

                                      25
<PAGE>
OTHER OFF-BALANCE SHEET ACTIVITIES

     In the normal course of business, our Company is party to activities that
contain credit, market and operational risk that are not reflected in whole or
in part in our Company's consolidated financial statements. Such activities
include traditional off-balance sheet credit related financial instruments.

     Our Company provides customers with off-balance sheet credit support
through loan commitments and standby letters of credit. Summarized
credit-related financial instruments, including both commitments to extend
credit and letters of credit at December 31, 2001 are as follows:

<TABLE>
<CAPTION>
(Dollars expressed in thousands)

                                            Amount of Commitment Expiration per Period
                                ----------------------------------------------------------
                                              Less than      1 - 3       3 -5       Over 5
                                   Total       1 Year        Years       Years      Years
                                   -----       ------        -----       -----      -----

<S>                             <C>           <C>            <C>         <C>         <C>
Unused loan commitments         $   71,772    65,741         4,448       82          1,501
Standby letters of credit            2,746     2,013            53       --            680
</TABLE>

     Since many of the unused commitments are expected to expire or be only
partially used, the total amount of commitments in the preceding table does not
necessarily represent future cash requirements.

CONTRACTUAL CASH OBLIGATIONS

     The required payments of times deposits and other borrowed money at
December 31, 2001 are as follows:

<TABLE>
<CAPTION>
(Dollars expressed in thousands)

                                             Payments due by Period
                         -------------------------------------------------------------
                                         Less than       1 - 3      3 -5      Over 5
                              Total       1 Year         Years      Years      Years
                              -----       -------        -----      -----      -----

<S>                       <C>             <C>           <C>         <C>        <C>
Time deposits             $ 298,750       235,307       56,604      6,641        198
Other borrowed money         43,138        36,293        3,907        862      2,076
</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, 2001 is
included in note 3 of our Company's consolidated financial statements included
elsewhere in this report.

                                      26
<PAGE>
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. Our 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 operations of our Company. The DIG is
currently evaluating implementation issues relating to this standard and
continues to issue interpretative guidance. Our 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 our Company's financial statements.

     In July 2001, the FASB issued Statement of Financial Accounting Standards
No. 141, Business Combinations (SFAS 141), and SFAS 142, Goodwill and Other
Intangible Assets (SFAS 142). SFAS 141 requires that the purchase method of
accounting be used for all business combinations initiated after June 30, 2001
as well as all purchase method business combinations completed after June 30,
2001. SFAS 141 also specifies criteria which intangible assets acquired in a
purchase method business combination must meet to be recognized and reported
apart from goodwill. SFAS 142 will require that goodwill and intangible assets
with indefinite useful lives no longer be amortized, but instead tested for
impairment at least annually. SFAS 142 will also require that intangible assets
with definite useful lives be amortized over their respective estimated useful
lives to their estimated residual values, and reviewed for impairment in
accordance with SFAS 144, Accounting for the Impairment or Disposal of
Long-Lived Assets (SFAS 144).

Our Company is required to adopt the provisions of SFAS 141 immediately and
SFAS 142 effective January 1, 2002. Furthermore, any goodwill and any
intangible assets determined to have an indefinite useful life that are
acquired in a purchase business combination completed after June 30, 2001 will
not be amortized, but will continue to be evaluated for impairment in
accordance with the appropriate pre-SFAS 142 accounting literature. Goodwill
and intangible assets acquired in business combinations completed before July
1, 2001 will continue to be amortized prior to the adoption of SFAS 142.

SFAS 141 will require upon adoption of SFAS 142 that our Company evaluate its
existing intangible assets and goodwill that were acquired in a prior purchase
business combination, and to make any necessary reclassifications in order to
conform with the new criteria in SFAS 141 for recognition apart from goodwill.
Upon adoption of SFAS 142, our Company will be required to reassess the useful
lives and residual values of all intangible assets acquired in purchase
business combinations, and make any necessary amortization period adjustments
by the end of the first interim period after adoption. In addition, to the
extent an intangible asset is identified as having an indefinite useful life,
our Company will be required to test the intangible asset for impairment in
accordance with the provisions of SFAS 142 within the first interim period. Any
impairment loss will be measured as of the date of adoption and recognized as
the cumulative effect of a change in accounting principle in the first interim
period.

As of the date of adoption, our Company had unamortized goodwill in the amount
of $23,408,000 which will be subject to the transition provisions of SFAS 141
and 142, core deposit intangibles of $879,000, and other identifiable
intangibles of $275,000. Amortization expense related to goodwill, core deposit
intangibles, and other identifiable intangibles was $1,219,000, $163,000, and
$150,000 respectively for 2001; and $973,000, $196,000,

                                      27
<PAGE>
and $150,000 respectively for 2000. Our Company is evaluating its goodwill for
impairment in accordance with SFAS 142 and does not believe adoption of that
standard will have a material effect on its operations.

In August 2001, the FASB issued SFAS 144, which addresses financial accounting
and reporting for the impairment of long-lived assets. While SFAS 144
supercedes Statement No. 121, Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed of, it retains many of the
fundamental provisions of that statement. SFAS 144 also supercedes the
accounting and reporting provisions of APB Opinion No. 30, Reporting the
Results of Operations - Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions, for the disposal of a segment of a business. However, it retains
the requirement in Opinion No. 30 to report separately discontinued operations
and extends that reporting to a component of an entity has been disposed of (by
sale, abandonment, or in a distribution to owners) or is classified as held for
sale. By broadening the presentation of discontinued operations to include more
disposal transactions, the FASB has enhanced management's ability to provide
information that helps financial statement users to assess the effects of a
disposal transaction on the ongoing operations of an entity. SFAS 144 is
effective for fiscal years beginning after December 15, 2001 and interim
financial periods within those fiscal years. Management believes that adopting
SFAS 144 will not have a material impact on the consolidated 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 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, 2001.

FINANCIAL INSTRUMENT MARKET VALUES

     As disclosed in note 17 of our Company's consolidated financial
statements, the fair values of financial instrument assets included in the
balance sheet as of December 31, 2001 reflect fair values of approximately
$10,886,000 higher than the amounts recorded on the consolidated balance sheet.
The fair value of financial liabilities as of December 31, 2001 reflected fair
values of approximately $4,146,000 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.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Our Company's exposure to market risk is reviewed on a regular basis by
our 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 our Bank's management include the standard GAP report
subject to different rate shock scenarios. At December 31, 2001, the rate shock
scenario models indicated that annual net interest income could change by as
much as 7% should interest rates rise or fall within 200 basis points from
their current level over a one year period.

                                      28
<PAGE>
                        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.                                           30

Consolidated Balance Sheets as of December 31, 2001 and 2000.           31

Consolidated Statements of Income for each of the years ended
December 31, 2001, 2000 and 1999.                                       32

Consolidated Statements of Stockholders' Equity and Comprehensive
Income for each of the years ended December 31, 2001, 2000 and 1999.    33

Consolidated Statements of Cash Flows for each of the years ended
December 31, 2001, 2000 and 1999.                                       34

Notes to Consolidated Financial Statements.                             35
</TABLE>

                                      29
<PAGE>
                          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,
2001 and 2000, 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, 2001. 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, 2001 and 2000, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 2001 in conformity with accounting
principles generally accepted in the United States of America.

/S/ KPMG, LLP


St. Louis, Missouri
February 15, 2002

                                      30
<PAGE>
                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                          Consolidated Balance Sheets

                           December 31, 2001 and 2000

<TABLE>
<CAPTION>
                                             Assets                                   2001            2000
                                                                                 -------------     -----------
<S>                                                                             <C>                <C>
Loans, net of allowance for loan losses of $6,673,586 and
  $6,939,991 at December 31, 2001 and 2000, respectively                        $  457,690,046     461,531,442
Investment in debt and equity securities:
  Available-for-sale, at fair value                                                181,649,054     133,453,720
  Held-to-maturity, at cost, fair value of $22,675,700
    at December 31, 2000                                                                    --      22,463,180
                                                                                 -------------     -----------

      Total investment in debt and equity securities                               181,649,054     155,916,900
                                                                                 -------------     -----------

Federal funds sold                                                                  54,481,931      23,550,366
Cash and due from banks                                                             31,127,216      25,374,115
Premises and equipment                                                              15,193,390      15,791,222
Accrued interest receivable                                                          6,019,680       6,795,268
Intangible assets                                                                   24,561,554      26,099,648
Other assets                                                                         5,102,465       4,544,385
                                                                                 -------------     -----------

                                                                                $  775,825,336     719,603,346
                                                                                 =============     ===========

        Liabilities and Stockholders' Equity

Deposits:
  Demand                                                                        $   78,637,109      68,722,835
  NOW                                                                               92,027,032      88,418,761
  Savings                                                                           48,686,631      43,779,175
  Money market                                                                      61,693,528      56,360,492
  Time deposits $100,000 and over                                                   44,645,154      50,798,272
  Other time deposits                                                              254,104,736     268,183,352
                                                                                 -------------     -----------

      Total deposits                                                               579,794,190     576,262,887

Securities sold under agreements to repurchase                                      61,644,544      16,398,484
Interest-bearing demand notes to U.S. Treasury                                         388,122         543,667
Other borrowed money                                                                43,137,614      42,377,787
Accrued interest payable                                                             3,059,714       4,420,054
Other liabilities                                                                    9,448,504       6,016,730
                                                                                 -------------     -----------

      Total liabilities                                                            697,472,688     646,019,609
                                                                                 -------------     -----------

Commitments and contingent liabilities

Stockholders' equity:
  Common stock - $1 par value; 15,000,000 shares authorized,
    2,863,493 shares issued at December 31, 2001 and 2000, respectively              2,863,493       2,863,493
  Surplus                                                                           21,970,425      21,955,275
  Retained earnings                                                                 52,783,864      48,106,530
  Accumulated other comprehensive income, net of tax                                 1,542,272         658,439
  Treasury stock; 29,348 shares at cost                                              (807,406)              --
                                                                                 -------------     -----------

      Total stockholders' equity                                                    78,352,648      73,583,737
                                                                                 -------------     -----------

                                                                                $  775,825,336     719,603,346
                                                                                 =============     ===========
</TABLE>

See accompanying notes to consolidated financial statements.

                                      31
<PAGE>
                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                        Consolidated Statements of Income

                  Years ended December 31, 2001, 2000, and 1999

<TABLE>
<CAPTION>
                                                                         2001            2000            1999
                                                                    --------------   -------------    ------------
<S>                                                                 <C>                 <C>             <C>
Interest income:
  Interest and fees on loans                                        $   37,935,476      36,427,148      25,294,796
  Interest and dividends on debt and equity securities:
    U.S. Treasury securities                                                70,717         163,665         702,737
    Securities of U.S. government agencies                               7,281,692       6,952,067       3,665,878
    Obligations of states and political subdivisions                     1,906,703       1,940,162       1,376,639
    Other securities                                                       238,634         262,614         178,404
  Interest on federal funds sold                                         1,762,453         639,650       1,023,214
  Interest on time deposits with other banks                                94,084         159,014           7,480
                                                                    --------------   -------------    ------------

      Total interest income                                             49,289,759      46,544,320      32,249,148
                                                                    --------------   -------------    ------------

Interest expense:
  NOW accounts                                                           1,946,178       2,399,529       1,422,982
  Savings accounts                                                       1,050,084       1,221,390       1,061,196
  Money market accounts                                                  1,793,160       2,145,648       1,611,149
  Time deposit accounts $100,000 and over                                2,662,260       2,362,977       1,274,921
  Other time deposit accounts                                           14,210,160      13,116,358       8,164,340
  Securities sold under agreements to repurchase                         1,209,056         991,264       1,148,517
  Interest-bearing demand notes to U.S. Treasury                            27,801          57,893          44,067
  Federal funds purchased                                                    9,885         170,372          30,539
  Other borrowed money                                                   2,480,840       2,712,166       1,467,650
                                                                    --------------   -------------    ------------

      Total interest expense                                            25,389,424      25,177,597      16,225,361
                                                                    --------------   -------------    ------------

      Net interest income                                               23,900,335      21,366,723      16,023,787

Provision for loan losses                                                1,154,000       1,222,000         910,000
                                                                    --------------   -------------    ------------

      Net interest income after provision for loan losses               22,746,335      20,144,723      15,113,787
                                                                    --------------   -------------    ------------

Noninterest income:
  Service charges on deposit accounts                                    2,097,242       1,569,331       1,163,649
  Trust department income                                                  429,602         559,904         417,867
  Brokerage commissions                                                     90,707          89,324          58,451
  Mortgage loan servicing fees                                             462,689         536,024         458,185
  Gain on sales of mortgage loans                                        1,458,683         402,402         461,275
  Gain (loss) on sales and calls of debt securities                         97,808         (27,710)           (245)
  Credit card fees                                                         149,577         145,028         133,581
  Other                                                                    610,615         316,203         255,625
                                                                    --------------   -------------    ------------

                                                                         5,396,923       3,590,506       2,948,388
                                                                    --------------   -------------    ------------

Noninterest expense:
  Salaries and employee benefits                                         8,789,578       7,429,043       5,817,330
  Occupancy expense, net                                                 1,005,905         981,101         747,663
  Furniture and equipment expense                                        1,596,569       1,563,184       1,157,334
  FDIC insurance assessment                                                130,725         126,668          67,804
  Advertising and promotion                                                457,498         336,060         326,416
  Credit card expenses                                                      96,317         100,909          91,340
  Amortization of intangible assets                                      1,531,972       1,319,343         747,774
  Other                                                                  3,791,528       3,801,933       2,571,399
                                                                    --------------   -------------    ------------

                                                                        17,400,092      15,658,241      11,527,060
                                                                    --------------   -------------    ------------

      Income before income taxes                                        10,743,166       8,076,988       6,535,115

Income taxes                                                             3,640,956       2,592,319       2,070,736
                                                                    --------------   -------------    ------------

      Net income                                                    $    7,102,210       5,484,669       4,464,379
                                                                    ==============   =============    ============
Basic and diluted earnings per share                                $    2.48            2.05            2.06
                                                                    ==============   ==============   ============
</TABLE>

See accompanying notes to consolidated financial statements.

                                      32
<PAGE>
                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

    Consolidated Statements of Stockholders' Equity and Comprehensive Income

                  Years ended December 31, 2001, 2000, and 1999

<TABLE>
<CAPTION>
                                                                                            Accumulated                  Total
                                                                                               other                      stock-
                                                   Common                      Retained     comprehensive   Treasury    holders'
                                                   stock        Surplus        earnings     income (loss)     Stock       equity
                                              -------------  ----------     ------------   ------------   ---------    -----------
<S>                                           <C>            <C>             <C>            <C>           <C>          <C>
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 losses 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 income                                                                             (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, $.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                                                                              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, $.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

Comprehensive income:
  Net income                                           --            --       7,102,210             --          --      7,102,210
  Other comprehensive income:
    Unrealized gain on debt
      and equity securities available-
      For-sale, net of tax                             --            --              --        948,386          --        948,386
    Adjustment for gain on sales and
      calls of debt and equity securities,
      Net of tax                                       --            --              --        (64,553)         --        (64,553)
                                                                                                                      ------------
        Total other comprehensive income                                                                                  883,833
                                                                                                                      ------------
        Total comprehensive income                                                                                      7,986,043
                                                                                                                      ------------

Adjustment for deferred compensation plan              --        15,150              --             --          --         15,150
Purchase of common stock                               --            --              --             --    (807,406)      (807,406)
Cash dividends declared, $0.85 per share               --            --      (2,424,876)            --          --     (2,424,876)
                                              -------------  -------------  ------------   ------------  ----------  -------------

Balance, December 31, 2001                    $ 2,863,493    21,970,425      52,783,864      1,542,272    (807,406)    78,352,648
                                              ===========    ===========    ============   ============   =========   ============
</TABLE>

See accompanying notes to consolidated financial statements.

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

                      Consolidated Statements of Cash Flows

                  Years ended December 31, 2001, 2000, and 1999

<TABLE>
<CAPTION>
                                                                                     2001             2000             1999
                                                                               ----------------  ---------------  --------------
<S>                                                                           <C>                <C>              <C>
Cash flows from operating activities:
   Net income                                                                 $       7,102,210        5,484,669       4,464,379
   Adjustments to reconcile net income to net cash provided by
   operating activities:
     Provision for loan losses                                                        1,154,000        1,222,000         910,000
     Depreciation expense                                                             1,263,896        1,281,252         914,507
     Net amortization of debt securities premiums and discounts                       (495,576)        (398,714)         309,007
     Amortization of intangible assets                                                1,531,972        1,319,343         747,774
     (Increase) decrease in accrued interest receivable                                 775,588      (1,128,303)       (464,249)
     Increase in other assets                                                         (364,719)         (11,830)     (1,266,126)
     Increase (decrease) in accrued interest payable                                (1,360,340)        1,119,991        (39,236)
     Increase (decrease) in other liabilities                                         3,431,774        3,380,550       (326,049)
     (Gain) loss on sales and calls of debt securities                                 (97,808)           27,710             245
     Origination of mortgage loans for sale                                       (106,922,389)     (27,235,887)    (29,037,532)
     Proceeds from the sale of mortgage loans                                       108,381,072       27,638,289      29,498,807
     Gain on sale of mortgage loans                                                 (1,458,683)        (402,402)       (461,275)
     Gain on sales of premises and equipment                                          (127,379)               --              --
     Other, net                                                                          21,272        (448,945)       (216,128)
                                                                               ----------------  ---------------  --------------
          Net cash provided by operating activities                                  12,834,890       11,847,723       5,034,124
                                                                               ----------------  ---------------  --------------
Cash flows from investing activities:
   Net (increase) decrease in loans                                                   1,053,703     (19,977,196)    (39,227,485)
   Purchases of debt securities:
     Available-for-sale                                                           (207,926,512)     (86,579,932)    (83,888,008)
     Held-to-maturity                                                                        --        (567,724)     (1,499,823)
   Proceeds from maturities of debt securities:
     Available-for-sale                                                             129,048,704       90,941,266      48,815,198
     Held-to-maturity                                                                        --        6,072,430       7,694,028
   Proceeds from calls of debt securities:
     Available-for-sale                                                              52,935,000        2,155,000       6,125,000
     Held-to-maturity                                                                        --        1,010,000       4,167,000
   Proceeds from sales of debt securities:
     Available-for-sale                                                               2,106,018          978,878       5,996,736
   Purchase of subsidiaries, net of cash
     and cash equivalents acquired                                                           --      (8,320,751)              --
   Purchases of premises and equipment                                              (2,304,551)      (1,444,691)     (1,277,195)
   Proceeds from sales of premises and equipment                                      1,765,866           52,478          65,829
   Proceeds from sales of other real estate owned and repossessions                   1,022,185          828,336         834,856
                                                                               ----------------  ---------------  --------------
          Net cash used in investing activities                                    (22,299,587)     (14,851,906)    (52,193,864)
                                                                               ----------------  ---------------  --------------
Cash flows from financing activities:
   Net increase (decrease) in demand deposits                                         9,914,274     (16,447,426)       3,177,392
   Net increase in interest-bearing transaction accounts                              3,608,271        5,768,350       8,765,621
   Net increase (decrease) in time deposits                                         (9,991,242)       32,059,340     (4,445,224)
   Net increase (decrease) in securities sold under agreements to repurchase         45,246,060     (10,695,771)       7,903,996
   Net increase (decrease) in interest-bearing demand notes to U.S. Treasury          (155,545)      (2,204,269)       2,071,995
   Proceeds from bank debt                                                                   --       12,000,000              --
   Proceeds from Federal Home Loan Bank advances                                      3,400,000       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                       (2,640,173)     (11,037,964)       (700,000)
   Cash dividends paid                                                              (2,424,876)      (2,114,804)     (1,694,696)
   Purchase of common stock                                                           (807,406)               --              --
                                                                               ----------------  ---------------  --------------
          Net cash provided by financing activities                                  46,149,363       19,327,456      33,557,204
                                                                               ----------------  ---------------  --------------
          Net increase (decrease) in cash and cash equivalents                       36,684,666       16,323,273    (13,602,536)

Cash and cash equivalents, beginning of year                                         48,924,481       32,601,208      46,203,744
                                                                               ----------------  ---------------  --------------
Cash and cash equivalents, end of year                                        $      85,609,147       48,924,481      32,601,208
                                                                               ================  ===============  ==============

Supplemental disclosure of cash flow information:
   Cash paid (received) during the year for:
     Interest                                                                 $      26,749,764       23,136,391      16,264,597
     Income taxes                                                                     1,103,960        (232,547)       2,590,438

Supplemental schedule of noncash investing activities:
   Other real estate and repossessions acquired in settlement of loans                1,633,693          915,987         747,868
   Note payable                                                                              --        1,000,000              --
   Stock issued in acquisition                                                               --       12,762,411              --
   Transfer of investment securities from held-to-maturity to
     available-for-sale                                                              22,463,000               --              --
                                                                               ================  ===============  ==============
See accompanying notes to consolidated financial statements.
</TABLE>

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


                   Notes to Consolidated Financial Statements

                        December 31, 2001, 2000, and 1999


(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, Clinton and Warsaw,
     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 unpaid principal balance 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.

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


                   Notes to Consolidated Financial Statements

                        December 31, 2001, 2000, and 1999


          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 thereby eliminating the Company's exposure to interest
          rate fluctuations. The Company allocates the cost of loans
          originated between the mortgage loans and the mortgage servicing
          rights. At December 31, 2001 and 2000, 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.

                                      36
<PAGE>
                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES


                   Notes to Consolidated Financial Statements

                        December 31, 2001, 2000, and 1999


          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.

          In July 2001 the Financial Accounting Standards Board issued SFAS
          No. 141, Business Combinations (SFAS 141), and SFAS No. 142,
          Goodwill and Other Intangible Assets (SFAS 142). SFAS 141 requires
          that the purchase method of accounting be used for all business
          combinations initiated after June 30, 2001. SFAS 141 also specifies
          criteria that intangible assets acquired in a purchase method
          business combination must meet to be recognized and reported apart
          from goodwill. SFAS 141 requires that goodwill and

                                      37
<PAGE>
                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES


                   Notes to Consolidated Financial Statements

                        December 31, 2001, 2000, and 1999


          intangible assets with indefinite useful lives no longer be
          amortized, but instead tested for impairment at least annually in
          accordance with the provisions of SFAS 142. SFAS 142 also requires
          that intangible assets with definite useful lives be amortized over
          their respective estimated useful lives to their estimated residual
          values, and reviewed for impairment. The provisions of SFAS 141 are
          applied to all business combinations initiated after June 30, 2001.
          The Company had no transactions in 2001 to which SFAS 141 applied.
          All of the provisions of SFAS 142 are applied in fiscal years
          beginning after December 15, 2001, to all goodwill and other
          intangible assets recognized in an entity's statement of financial
          position at the beginning of that fiscal year. As of December 31,
          2001, the Company had unamortized goodwill in the amount of
          $23,408,000 and core deposit intangibles of $879,000. Goodwill will
          be subject to the transition provisions of SFAS 141 and SFAS 142.
          The Company is evaluating its goodwill for impairment in accordance
          with SFAS 142 and does not believe adoption of this Standard will
          have a material effect on its operations.

          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.

                                      38
<PAGE>
                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES


                   Notes to Consolidated Financial Statements

                        December 31, 2001, 2000, and 1999


          EARNINGS PER SHARE

          Earnings per share was computed as follows:

<TABLE>
<CAPTION>
                                                    2001              2000              1999
                                              -------------     -------------     -------------
<S>                                         <C>                     <C>               <C>
Net income, basic and diluted               $     7,102,210         5,484,669         4,464,379
                                              =============     =============     =============

Average shares outstanding                        2,858,252         2,669,370         2,162,414
Effect of dilutive stock options                        687                --                --
                                              -------------     -------------     -------------
Average shares outstanding
   including dilutive stock options               2,858,939         2,669,370         2,162,414
                                              =============     =============     =============

Net income per share, basic                 $          2.48              2.05              2.06
                                              =============     =============     =============

Net income per share, diluted               $          2.48              2.05              2.06
                                              =============     =============     =============
</TABLE>

          The weighted average common and diluted shares outstanding and
          earnings per share amounts have been restated to give effect to 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 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.

          TREASURY STOCK

          The purchase of the Company's common stock is recorded at cost.
          Upon subsequent reissuance, the treasury stock account is reduced
          by the average cost basis of such stock.

                                      39
<PAGE>
                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES


                   Notes to Consolidated Financial Statements

                        December 31, 2001, 2000, and 1999


          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.

          RECENTLY ISSUED ACCOUNTING STANDARD

          In August 2001, the FASB issued SFAS 144. SFAS 144 addresses
          financial accounting and reporting for the impairment or disposal
          of long-lived assets. This statement requires that long-lived
          assets be reviewed for impairment whenever events or changes in
          circumstances indicate that the carrying amount of an asset may not
          be recoverable. Recoverability of assets to be held and used is
          measured by a comparison of the carrying amount of an asset to
          future net cash flows expected to be generated by the asset. If the
          carrying amount of an asset exceeds its estimated future cash
          flows, an impairment charge is recognized by the amount by which
          the carrying amount of the asset exceeds the fair value of the
          asset. SFAS 144 requires companies to separately report
          discontinued operations and extends that reporting to a component
          of an entity that either has been disposed of (by sale,
          abandonment, or in a distribution to owners) or is classified as
          held for sale. Assets to be disposed of are reported at the lower
          of the carrying amount or fair value less costs to sell. The
          Company is required to adopt SFAS 144 on January 1, 2002.

          RECLASSIFICATIONS

          Certain prior year information has been reclassified to conform
          with current year presentation.

(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 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.

                                      40
<PAGE>
                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES


                   Notes to Consolidated Financial Statements

                        December 31, 2001, 2000, and 1999


     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.

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

<TABLE>
<CAPTION>
                                                   2000
                                             --------------
<S>                                          <C>
Net interest income                          $   22,647,916
Net income                                        5,235,605
Earnings per share                                    1.96
                                              =============
</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, 2001, the Company and the
     Banks meet all capital adequacy requirements to which they are subject.

     As of December 31, 2001, 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.

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


                   Notes to Consolidated Financial Statements

                        December 31, 2001, 2000, and 1999




     The actual and required capital amounts and ratios for the Company and the
     Banks as of December 31, 2001 and 2000 are as follows (dollars in
     thousands):

<TABLE>
<CAPTION>
                                                                            2001
                                         -----------------------------------------------------------------------------
                                                                                                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                             $   58,528        11.83%     $   39,566        8.00%            --         --%
    The Exchange National
      Bank of Jefferson City                47,148        14.84          25,420        8.00         31,775       10.00
    Citizens Union State
      Bank and Trust of
      Clinton                               20,220        14.14          11,444        8.00         14,305       10.00
    Osage Valley Bank                        5,543        15.80           2,807        8.00          3,509       10.00
Tier I capital (to risk-weighted
  assets):
    Company                                 52,346        10.58          19,782        4.00             --          --
    The Exchange National
      Bank of Jefferson City                43,168        13.59          12,710        4.00         19,065        6.00
    Citizens Union State
      Bank and Trust of
      Clinton                               18,569        12.98           5,722        4.00          8,583        6.00
    Osage Valley Bank                        5,157        14.70           1,404        4.00          2,105        6.00
Tier I capital (to adjusted
  average assets):
    Company                                 52,346         7.05          22,284        3.00             --          --
    The Exchange National
      Bank of Jefferson City                43,168         9.79          13,222        3.00         22,036        5.00
    Citizens Union State
      Bank and Trust of
      Clinton                               18,569         8.19           6,804        3.00         11,339        5.00
      Osage Valley Bank                      5,157         7.28           2,127        3.00          3,544        5.00
                                          ===========  ============ ============ ============= ============  ===========
</TABLE>


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


                   Notes to Consolidated Financial Statements

                        December 31, 2001, 2000, and 1999

<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               19,168        15.32        10,012         8.00        12,515         10.00
    Clinton
  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               17,598        14.06         5,006         4.00         7,509          6.00
    Clinton
  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               17,598         8.01         6,589         3.00        10,981          5.00
    Clinton
  Osage Valley Bank                  4,846         8.04         1,807         3.00         3,012          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, 2001, unappropriated retained earnings of approximately
     $3,284,000 were available for the declaration of dividends to the Company
     without prior approval from regulatory authorities.

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


                   Notes to Consolidated Financial Statements

                        December 31, 2001, 2000, and 1999


(4)  Loans

     A summary of loans, by classification, at December 31, 2001 and 2000 is as
follows:

<TABLE>
<CAPTION>
                                                2001            2000
                                          --------------   -------------
<S>                                       <C>              <C>
Real estate                               $  280,144,049     258,657,787
Commercial                                   137,235,054     151,329,889
Installment and other consumer                46,984,529      58,483,757
                                          ---------------  -------------

                                             464,363,632     468,471,433
Less allowance for loan losses                 6,673,586       6,939,991
                                          ---------------  -------------

                                          $  457,690,046     461,531,442
                                          ===============  =============
</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 2001 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>
<CAPTION>
<S>                                                     <C>
Balance at December 31, 2000                            $  11,629,153
New loans                                                  32,834,168
Payments received                                         (33,193,041)
Additions for new executive officers and directors
                                                              510,449
                                                        -------------

Balance at December 31, 2001                            $  11,780,729
                                                        =============
</TABLE>

     Loans serviced for others totaled approximately $181,468,000 and
     $160,801,000 at December 31, 2001 and 2000, respectively. Mortgage
     servicing rights totaled $1,134,000 and $622,000 at December 31, 2001 and
     2000, respectively and reflect a $53,000 write-down to fair value during
     2001.

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


                   Notes to Consolidated Financial Statements

                        December 31, 2001, 2000, and 1999


     Changes in the balance of servicing assets related to the loans serviced
     by Exchange National Bank for the years ended December 31, 2001 and 2000
     are as follows:

<TABLE>
<CAPTION>
<S>                                             <C>
Balance at December 31, 1999                    $   229,604
Additions                                           467,388
Amortization                                        (75,165)
                                                -----------

Balance at December 31, 2000                    $   621,827
Additions                                           727,429
Amortization                                       (162,206)
Valuation allowance                                 (52,816)
                                                -----------

Balance at December 31, 2001                    $ 1,134,234
                                                ===========
</TABLE>

Changes in the allowance for loan losses for 2001, 2000, and 1999 are as
follows:

<TABLE>
<CAPTION>
                                                                     2001            2000            1999
                                                              ---------------  --------------  ---------------
<S>                                                            <C>                   <C>             <C>

Balance, beginning of year                                      $ 6,939,991       4,764,801       4,412,921
Allowance for loan losses of acquired companies at date of
  acquisition                                                            --       1,150,457             --
Provision for loan losses                                         1,154,000       1,222,000         910,000
Charge-offs                                                      (1,602,266)       (719,263)       (734,020)
Recoveries of loans previously charged off                          181,861         521,996         175,900
                                                                -----------      ----------      ----------

Balance, end of year                                            $  6,673,586       6,939,991       4,764,801
                                                                ============     ===========     ===========
</TABLE>


     A summary of nonaccrual and other impaired loans at December 31, 2001 and
     2000 is as follows:

<TABLE>
<CAPTION>
                                                                     2001               2000
                                                                  -----------        ----------
<S>                                                               <C>                <C>
Nonaccrual loans                                                  $ 3,550,492         7,691,010
Impaired loans continuing to accrue interest                        5,804,193         1,859,497
                                                                  -----------        ----------

          Total impaired loans                                    $ 9,354,685         9,550,507
                                                                  ===========        ==========

Allowance for loan losses on impaired loans                       $ 1,217,631         1,564,553
                                                                  ===========        ==========

Impaired loans with no related allowance for loan losses          $ 7,789,480         8,905,152
                                                                  ===========        ==========
</TABLE>

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


                   Notes to Consolidated Financial Statements

                        December 31, 2001, 2000, and 1999

     The average balance of impaired loans during 2001, 2000, and 1999 was
     $10,895,902, $9,512,919, and $8,792,000, respectively.

     A summary of interest income on nonaccrual and other impaired loans for
     2001, 2000 and 1999 is as follows:

<TABLE>
<CAPTION>
                                                                Impaired loans
                                                  Nonaccrual     continuing to
                                                    loans       accrue interest      Total
                                                  -----------  ----------------    --------
<S>                                              <C>           <C>                 <C>
2001:
      Income recognized                           $   300,429           400,502      700,931
      Interest income had interest accrued            590,511           400,502      991,013
                                                  ===========  ================    =========

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
                                                  ===========  ================    =========
</TABLE>

                                      46
                                                               (Continued)
<PAGE>
                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES


                   Notes to Consolidated Financial Statements

                        December 31, 2001, 2000, and 1999

(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, 2001 and 2000 are as follows:

<TABLE>
<CAPTION>
                                                                              2001
                                                ------------------------------------------------------------
                                                                    Gross          Gross
                                                Amortized        unrealized      unrealized         Fair
                                                   cost             gains          losses           value
                                                ------------    ------------    ------------    ------------
<S>                                             <C>             <C>             <C>             <C>

U.S. Treasury securities                        $    499,069          17,651            --           516,720
Securities of U.S. government agencies           134,842,443       1,505,437         115,301     136,232,579
Obligations of states and political
  subdivisions                                    39,050,081         950,252          59,911      39,940,422
Other debt securities                              1,406,188          38,645            --         1,444,833
                                                ------------    ------------    ------------    ------------

          Total debt securities                  175,797,781       2,511,985         175,212     178,134,554

Federal Home Loan Bank stock                       2,754,525            --              --         2,754,525
Federal Reserve Bank stock                           749,850            --              --           749,850
Federal Agricultural Mortgage Corporation
  stock                                               10,125            --              --            10,125
                                                ------------    ------------    ------------    ------------

                                                $179,312,281       2,511,985         175,212     181,649,054
                                                ============    ============    ============    ============
</TABLE>

                                      47
<PAGE>
                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements
                        December 31, 2001, 2000, and 1999

<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>

     The amortized cost and fair value of debt securities classified as
     available-for-sale at December 31, 2001, by contractual maturity are
     shown below. Expected maturities may differ from contractual maturities
     because borrowers have the right to call or prepay obligations with or
     without prepayment penalties.

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

                  Notes to Consolidated Financial Statements
                       December 31, 2001, 2000, and 1999

<TABLE>
<CAPTION>
                                                  Amortized             Fair
                                                     cost               value
                                                 ------------       ------------
<S>                                              <C>                <C>
Due in one year or less                          $ 39,288,732         39,664,288
Due after one year through five years             105,086,170        106,668,425
Due after five years through ten years             20,456,939         20,710,010
Due after ten years                                 2,573,999          2,622,567
                                                 ------------       ------------

                                                  167,405,832        169,665,290

Mortgage-backed securities                          8,391,949          8,469,264
                                                 ------------       ------------

                                                 $175,797,781        178,134,554
                                                 ============       ============
</TABLE>

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

     Debt securities with carrying values aggregating approximately
     $136,701,000 and $87,961,000 at December 31, 2001 and 2000, respectively,
     were pledged to secure public funds, securities sold under agreements to
     repurchase, and for other purposes as required or permitted by law.

     Proceeds of $2,106,000 and gross gains of $97,808 were recorded on the
     sales of debt securities in 2001. Proceeds of $979,000 and gross losses
     of $27,710 were recorded on the sales of debt securities classified as
     available-for-sale in 2000. Proceeds of $5,997,000 and gross losses of
     $245 were recorded on the sales of debt securities classified as
     available-for-sale in 1999.

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

                   Notes to Consolidated Financial Statements
                        December 31, 2001, 2000, and 1999

     As allowed upon adoption of SFAS 133, the Company transferred its
     held-to-maturity portfolio to its available-for-sale portfolio. This
     transfer was made effective January 1, 2001. At the time of the transfer
     the amortized cost of the securities transferred was $22,463,000 and the
     fair value was $22,676,000.

(6)  PREMISES AND EQUIPMENT

     A summary of premises and equipment at December 31, 2001 and 2000 is as
     follows:

<TABLE>
<CAPTION>
                                                    2001                 2000
                                                -----------          -----------
<S>                                             <C>                    <C>
Land                                            $ 3,556,258            3,967,957
Buildings and improvements                       12,225,079           12,805,653
Furniture and equipment                           8,655,312            7,836,121
Construction in progress                            706,751               30,309
                                                -----------          -----------

                                                 25,143,400           24,640,040
Less accumulated depreciation                     9,950,010            8,848,818
                                                -----------          -----------

                                                $15,193,390           15,791,222
                                                ===========          ===========
</TABLE>

(7)  INTANGIBLE ASSETS

     A summary of intangible assets at December 31, 2001 and 2000 is as
     follows:

<TABLE>
<CAPTION>
                                                                   2001              2000
                                                                -----------       -----------
<S>                                                             <C>                <C>
Excess of cost over the fair value of net assets acquired       $23,407,734        24,632,748
Core deposit intangible                                             878,820         1,041,900
Consulting/noncompete agreements                                    275,000           425,000
                                                                -----------       -----------

                                                                $24,561,554        26,099,648
                                                                ===========       ===========
</TABLE>

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

                   Notes to Consolidated Financial Statements
                        December 31, 2001, 2000, and 1999

(8)  DEPOSITS

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

<TABLE>
<CAPTION>
                                                   2001                   2000
                                                 --------               --------
<S>                                              <C>                     <C>
Due within:
  One year                                       $235,307                248,778
  Two years                                        47,775                 47,558
  Three years                                       8,829                 15,284
  Four years                                        5,573                  3,950
  Five years                                        1,068                  3,306
  Thereafter                                          198                    106
                                                 --------               --------

                                                 $298,750                318,982
                                                 ========               ========
</TABLE>

(9)  SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

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

<TABLE>
<CAPTION>
                                                     2001              2000              1999
                                                  -----------       -----------       -----------
<S>                                               <C>                <C>               <C>

Average daily balance                             $38,235,639        17,619,834        21,364,010
Maximum balance at month-end                       63,874,272        25,660,251        30,284,598
Weighted average interest rate at year-end
Weighted average interest rate for the year
                                                  ===========       ===========       ===========
</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 $10,000,000 at December 31, 2001. Additionally, under agreements
     with unaffiliated banks, The Exchange National Bank of Jefferson City may
     borrow up to $25,000,000 in federal funds on an unsecured basis at
     December 31, 2001.

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

                   Notes to Consolidated Financial Statements
                        December 31, 2001, 2000, and 1999

(10) OTHER BORROWED MONEY

     Other borrowed money at December 31, 2001 and 2000 is summarized as
     follows:

<TABLE>
<CAPTION>
                                                                                   2001             2000
                                                                              ----------------   --------------
<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%, due April 2002                                             500,000         1,000,000

  Bank of America, $20,000,000 line of credit, 30 day LIBOR plus 125
    basis points, due April 2002, interest only until maturity (3.33%
    and 8.07% at December 31, 2001 and 2000 respectively)
                                                                                7,500,000         8,500,000

The Exchange National Bank of Jefferson City:
  Federal Home Loan Bank advances, weighted average rate
  of 5.59% and 5.62% at December 31, 2001 and 2000,
  respectively, due at various dates through 2010                              15,000,000        15,515,969

Citizens Union State Bank and Trust of Clinton:
Federal Home Loan Bank advances, weighted average rate
  of 5.91% and 5.98% at December 31, 2002 and 2001,
  respectively, due at various dates through 2008                               4,100,000         4,550,000

Osage Valley Bank of Warsaw:
  Federal Home Loan Bank advances, weighted average rate of 4.76% and
    5.25% at December 31, 2002 and 2001, respectively, due at
    various dates through 2013                                                  4,587,046         1,361,250
                                                                              -----------       -----------

                                                                              $43,137,614        42,377,787
                                                                              -----------       -----------
</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.

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

                   Notes to Consolidated Financial Statements

                        December 31, 2001, 2000, and 1999

     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 120% of the outstanding advance balance to
     secure amounts borrowed at The Exchange National Bank of Jefferson City
     and Osage Valley Bank, and 135% 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 3, 2002 and May 28, 2002, respectively.
     Citizens Union State Bank has $1,000,000 and $2,000,000 callable on
     January 23, 2002 and January 23, 2003, respectively.

     The scheduled principal reduction of other borrowed money at
     December 31, 2001 was as follows:

<TABLE>
<S>                       <C>
2002                      $36,293,166
2003                        3,607,174
2004                          300,000
2005                             --
2006                          861,842
2007 and thereafter         2,075,432
                          -----------

                          $43,137,614
                          ===========
</TABLE>

     At December 31, 2001 and 2000, $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 $490,000 and $491,342
     for the years ended December 31, 2001 and 2000, respectively.

(11) RESERVE REQUIREMENTS AND COMPENSATING BALANCES

     The Federal Reserve Bank required the Banks to maintain a balance of
     $2,501,000 and $5,745,000 at December 31, 2001 and 2000, respectively, to
     satisfy reserve requirements.

     Average compensating balances held at correspondent banks were $2,514,221
     and $1,838,636 at December 31, 2001 and 2000, respectively. The Banks
     maintain such compensating balances with correspondent banks to offset
     charges for services rendered by those banks.

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

                   Notes to Consolidated Financial Statements

                        December 31, 2001, 2000, and 1999

(12) INCOME TAXES

     The composition of income tax expense (benefit) for 2001, 2000, and 1999
     is as follows:

<TABLE>
<CAPTION>
                                            2001             2000              1999
                                         ----------       ----------        ----------
<S>                                      <C>               <C>               <C>
Current:
  Federal                                $3,068,417        2,980,092         2,241,262
  State                                      31,446           42,051            60,410
                                         ----------       ----------        ----------

          Total current                   3,099,863        3,022,143         2,301,672
                                         ----------       ----------        ----------

Deferred:
  Federal                                   541,093         (429,824)         (250,910)
  State                                        --               --              19,974
                                         ----------       ----------        ----------

          Total deferred                    541,093         (429,824)         (230,936)
                                         ----------       ----------        ----------

          Total income tax expense       $3,640,956        2,592,319         2,070,736
                                         ==========       ==========        ==========
</TABLE>

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

<TABLE>
<CAPTION>
                                                      2001               2000               1999
                                                   -----------        -----------        -----------
<S>                                                <C>                  <C>                <C>
Tax at statutory Federal income tax rate           $ 3,660,108          2,746,176          2,221,939
Tax-exempt income                                     (539,042)          (527,951)          (383,180)
Amortization of nondeductible intangibles              414,423            330,746            122,481
State income tax, net of Federal tax benefit            20,754             27,754             50,053
Other, net                                              84,713             15,594             59,443
                                                   -----------        -----------        -----------

                                                   $ 3,640,956          2,592,319          2,070,736
                                                   ===========        ===========        ===========
</TABLE>

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

                   Notes to Consolidated Financial Statements

                        December 31, 2001, 2000, and 1999

     The components of deferred tax assets and deferred tax liabilities at
     December 31, 2001 and 2000 are as follows:

<TABLE>
<CAPTION>
                                                                               2001             2000
                                                                            ----------       ----------
<S>                                                                         <C>               <C>
Deferred tax assets:
  Allowance for loan losses                                                 $2,070,156        2,056,128
  Nonaccrual loan interest                                                     160,638          159,675
  Mortgage servicing rights                                                       --              9,310
  Capital loss carryover                                                         5,975          256,700
  Charitable contributions carryover                                              --            248,359
  Purchase accounting adjustments to securities and other investments
                                                                               103,391          367,395
  Deferred compensation                                                        166,716          250,461
  Other                                                                        153,231          102,440
                                                                            ----------       ----------

          Total deferred tax assets                                          2,660,107        3,450,468
                                                                            ----------       ----------

Deferred tax liabilities:
  Available-for-sale securities                                                794,503          376,355
  Premises and equipment                                                       724,189        1,043,291
  Core deposit intangible                                                      298,799          354,246
  Prepaid pension expense                                                       83,645           51,409
  Mortgage servicing rights                                                     76,164             --
  FHLB stock dividend                                                          129,939          129,939
  Other                                                                         48,248           31,367
                                                                            ----------       ----------

          Total deferred tax liabilities                                     2,155,487        1,986,607
                                                                            ----------       ----------

          Net deferred tax asset                                            $  504,620        1,463,861
                                                                            ==========       ==========
</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, 2001 and,
     therefore, has not established a valuation reserve.

                                      55
                                                               (Continued)
<PAGE>
                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                    Notes to Consolidated Financial Statements

                        December 31, 2001, 2000, and 1999

     At December 31, 2001, 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.

(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 2001, 2000, and 1999 is as follows:

<TABLE>
<CAPTION>
                                                         2001             2000             1999
                                                      ---------        ---------        ---------
<S>                                                   <C>              <C>              <C>
Service cost - benefits earned during the year        $ 147,123          129,396          132,932
Interest costs on projected benefit obligations         213,910          203,328          189,509
Return on plan assets                                  (350,247)        (320,528)        (285,695)
Net amortization and deferral                           (35,512)         (35,512)         (35,512)
Recognized net gains                                    (70,086)         (49,376)            --
                                                      ---------        ---------        ---------
          Pension expense (benefit)                   $ (94,812)         (72,692)           1,234
                                                      =========        =========        =========
</TABLE>

                                      56
                                                               (Continued)
<PAGE>
                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                    Notes to Consolidated Financial Statements

                        December 31, 2001, 2000, and 1999

     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, 2001, 2000, and 1999 are as follows:

<TABLE>
<CAPTION>
                                                              2001               2000               1999
                                                          -----------        -----------        -----------
<S>                                                       <C>                  <C>                <C>
Benefit obligation:
   Balance, January 1                                     $ 3,132,468          3,078,659          3,532,456
   Service cost                                               147,123            129,396            132,932
   Interest cost                                              213,910            203,328            189,509
   Actuarial loss (gain)                                      376,061           (101,840)          (602,563)
   Benefits paid                                             (187,943)          (177,075)          (173,675)
                                                          -----------        -----------        -----------
   Balance, December 31                                   $ 3,681,619          3,132,468          3,078,659
                                                          ===========        ===========        ===========
</TABLE>

<TABLE>
<CAPTION>
                                                              2001               2000               1999
                                                          -----------        -----------        -----------
<S>                                                       <C>                  <C>                <C>
Plan assets:
   Fair value, January 1                                  $ 5,473,789          5,607,364          5,017,858
   Actual return                                              (61,045)            43,500            763,181
   Benefits paid                                             (187,943)          (177,075)          (173,675)
                                                          -----------        -----------        -----------
   Fair value, December 31                                $ 5,224,801          5,473,789          5,607,364
                                                          ===========        ===========        ===========
Funded status:
   Excess of plan assets over benefit obligation          $ 1,543,182          2,341,321          2,528,705
   Unrecognized net gains                                  (1,297,167)        (2,190,118)        (2,450,194)
                                                          -----------        -----------        -----------
   Prepaid pension expense included in other assets       $   246,015            151,203             78,511
                                                          ===========        ===========        ===========
</TABLE>

Rates utilized for the plan years ended December 31, 2001, 2000, and 1999 are
as follows:

<TABLE>
<CAPTION>
                                                                       2001          2000          1999
                                                                     -------       -------       -------

<S>                                                                  <C>           <C>           <C>
Discount rate for the funded status                                     6.25          7.04          6.80
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>

                                      57
                                                               (Continued)
<PAGE>
                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                    Notes to Consolidated Financial Statements

                        December 31, 2001, 2000, and 1999

     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 2001,
     2000, and 1999 were $534,910, $423,324, and $362,472, respectively. At
     December 31, 2001, the profit sharing plan held 183,519 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
     2001, 2000, and 1999 were $116,744, $112,902, and $79,516, respectively.

     Osage Valley Bank of Warsaw has a profit sharing plan and a 401k employer
     match plan covering all full-time employees. Osage Valley Bank of Warsaw
     makes a contribution to the profit sharing plan using a graduated
     contribution scale that is based on the bank's return on assets. Under the
     401k plan, Osage Valley Bank of Warsaw will match 1/2 of each employee's
     first 6% of salary deferral.  Contributions to the profit sharing and 401k
     plans for 2001 and 2000 were $31,921 and $23,067. Osage Valley Bank of
     Warsaw was not a member of the Company in 1999.

(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.

                                      58
                                                               (Continued)
<PAGE>
                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                    Notes to Consolidated Financial Statements

                        December 31, 2001, 2000, and 1999

     The following table summarizes the Company's stock option activity:

<TABLE>
<CAPTION>
                                                            Weighted-average exercise
                                       Number of shares                price
                                         December 31,              December 31,
                                     -------------------    -------------------------
                                      2001         2000          2001           2000
                                     ------       ------       --------       --------
<S>                                  <C>          <C>          <C>            <C>
Outstanding, beginning of year       34,929         --         $  24.50           --

Granted                                --         34,929           --            24.50

Exercised                              --           --             --             --

Canceled                               --           --             --             --
                                     ------       ------       --------       --------
Outstanding, end of year             34,929       34,929          24.50          24.50
                                     ======       ======       ========       ========
Exercisable, end of year             14,753        4,082       $  24.50          24.50
                                     ======       ======       ========       ========
</TABLE>

     The weighted-average remaining contractual life of options outstanding at
     December 31, 2001 was approximately nine years.

                                      59
                                                               (Continued)
<PAGE>
                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                    Notes to Consolidated Financial Statements

                        December 31, 2001, 2000, and 1999

     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 the 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>
<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
</TABLE>

<TABLE>
<CAPTION>
                                              2001            2000
                                           ----------      ----------
<S>                                        <C>             <C>
Net income:
   As reported                              7,102,210       5,484,669
   Pro forma                                7,071,977       5,454,436

Pro forma earnings per common share:
   As reported basic                             2.48           2.052
   As reported diluted                           2.48           2.052
   Pro forma basic                               2.47           2.042
   Pro forma diluted                             2.47           2.042
                                           ==========      ==========
</TABLE>

(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.


                                      60
                                                               (Continued)
<PAGE>
                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES


                   Notes to Consolidated Financial Statements

                        December 31, 2001, 2000, and 1999


<TABLE>
<CAPTION>
                                                                       2001
                                  ------------------------------------------------------------------------------
                                                     Citizens
                                   The Exchange       Union
                                     National        State Bank    Osage Valley
                                     Bank of         and Trust        Bank           Corporate
                                   Jefferson City    of Clinton     of Warsaw        and other          Total
                                  ---------------   ------------   -------------   -------------   -------------
<S>                               <C>               <C>            <C>             <C>             <C>
Balance sheet information:
   Loans, net of allowance
     for loan losses               $  301,142,563    118,802,018      37,745,465              --    457,690,046
   Debt and equity securities         103,947,535     47,964,827      29,736,692              --    181,649,054
   Total assets                       458,792,287    241,965,161      76,326,052     (1,258,164)    775,825,336
   Deposits                           332,433,328    191,926,170      61,984,563     (6,549,871)    579,794,190
   Stockholders' equity                48,018,123     34,899,318       9,219,276    (13,784,069)     78,352,648
                                   --------------   ------------   -------------   -------------   ------------
Statement of income information:
   Total interest income           $   29,547,390     14,683,598       5,053,061           5,710     49,289,759
   Total interest expense              14,220,305      7,611,188       2,300,902       1,257,029     25,389,424
                                   --------------   ------------   -------------   -------------   ------------
   Net interest income                 15,327,085      7,072,410       2,752,159     (1,251,319)     23,900,335
   Provision for loan losses              750,000        300,000         104,000              --      1,154,000
   Noninterest income                   4,186,412        992,265         218,246              --      5,396,923
   Noninterest expense                 10,540,436      5,001,352       1,489,836         368,468     17,400,092
   Income taxes                         2,645,520      1,069,054         466,782       (540,400)      3,640,956
                                   ==============   ============   =============   =============   ============
   Net income (loss)               $    5,577,541      1,694,269         909,787     (1,079,387)      7,102,210
                                   ==============   ============   =============   =============   ============
Capital expenditures               $    1,268,840      1,061,254          79,457              --      2,409,551
                                   ==============   ============   =============   =============   ============
</TABLE>

                                      61
<PAGE>
                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES


                   Notes to Consolidated Financial Statements

                        December 31, 2001, 2000, and 1999

<TABLE>
<CAPTION>
                                                                       2000
                                  ------------------------------------------------------------------------------
                                                     Citizens
                                   The Exchange       Union
                                     National        State Bank    Osage Valley
                                     Bank of         and Trust        Bank           Corporate
                                   Jefferson City    of Clinton     of Warsaw        and other          Total
                                  ---------------   ------------   --------------  --------------  ------------
<S>                               <C>               <C>            <C>             <C>             <C>
Balance sheet information:
   Loans, net of allowance
     for loan losses               $  307,896,826    124,074,520      29,560,096            --      461,531,442
   Debt and equity securities          59,926,441     68,896,826      27,093,633            --      155,916,900
   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>

<TABLE>
<CAPTION>
                                                                  1999
                                   -------------------------------------------------------------------
                                                         Citizens
                                    The Exchange          Union
                                      National           State Bank
                                      Bank of            and Trust        Corporate
                                    Jefferson City       of Clinton       and 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        (813,238)      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>

                                      62
<PAGE>
                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES


                   Notes to Consolidated Financial Statements

                        December 31, 2001, 2000, and 1999


(16) Condensed Financial Information of Parent Company Only

     The condensed balance sheets as of December 31, 2001 and 2000 and the
     related condensed statements of income and cash flows for the years ended
     December 31, 2001, 2000, and 1999 of the Company are as follows:


                            CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                    ASSETS                                     2001              2000
                                                           -----------       -----------
<S>                                                        <C>                 <C>
Cash and due from banks                                    $ 4,442,021         2,935,034
Investment in subsidiaries                                  93,542,227        91,891,960
Consulting/noncompete agreements                               275,000           425,000
Other assets                                                   439,888           458,934
                                                           -----------       -----------

          Total assets                                     $98,699,136        95,710,928
                                                           ===========       ===========

     LIABILITIES AND STOCKHOLDERS' EQUITY

Notes payable                                              $11,950,568        12,450,568
Other borrowed money                                         7,500,000         8,500,000
Consulting/noncompete agreements                               150,000           300,000
Dividends payable                                              538,488           544,064
Other liabilities                                              207,432           332,559
Stockholders' equity                                        78,352,648        73,583,737
                                                           -----------       -----------

          Total liabilities and stockholders' equity       $98,699,136        95,710,928
                                                           ===========       ===========
</TABLE>

                                      63
                                                               (Continued)
<PAGE>
                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                      December 31, 2001, 2000, and 1999



                         CONDENSED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
                                                                   2001              2000            1999
                                                               -----------       -----------     -----------
<S>                                                            <C>               <C>             <C>
Revenue:
Dividends received from subsidiaries                           $ 7,400,000        20,825,500       5,385,500
Interest on bank time deposits                                       5,709            33,338            --
                                                               -----------       -----------     -----------
                                                                 7,405,709        20,858,838       5,385,500
Expenses:
  Interest on bank debt                                            411,763           543,456            --
  Interest on notes payable                                        845,266           873,544         813,238
  Amortization of intangible assets                                150,000           150,000         150,000
  Other                                                            188,153           306,290         175,478
                                                               -----------       -----------     -----------
                                                                 1,595,182         1,873,290       1,138,716
                                                               -----------       -----------     -----------
    Income before income tax benefit and equity
      in undistributed income (dividends distributed in
      excess of income) of subsidiaries                          5,810,527        18,985,548       4,246,784
Income tax benefit                                                 540,400           625,600         387,200
Equity in undistributed income (dividends distributed in
  excess of income) of subsidiaries                                751,283       (14,126,479)       (169,605)
                                                               -----------       -----------     -----------
      Net income                                               $ 7,102,210         5,484,669       4,464,379
                                                               ===========       ===========     ===========
</TABLE>

                                      64
                                                               (Continued)
<PAGE>
                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                      December 31, 2001, 2000, and 1999



                         CONDENSED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                                2001                2000                1999
                                                            ------------        ------------        ------------
<S>                                                         <C>                 <C>                 <C>
Cash flows from operating activities:
  Net income                                                $  7,102,210           5,484,669           4,464,379
  Adjustments to reconcile net income to net  cash
    provided by operating activities:
    Dividends distributed in excess of income (equity
      in undistributed income) of
      subsidiaries
                                                                (751,283)         14,126,479             169,605
    Other, net                                                    38,342             352,066            (729,608)
                                                            ------------        ------------        ------------
      Net cash provided by operating activities                6,389,269          19,963,214           3,904,376
                                                            ------------        ------------        ------------

Cash flows from investing activities:
  Purchase of subsidiaries                                          --           (35,161,514)               --
  Consulting/noncompete payments                                (150,000)           (150,000)           (150,000)
                                                            ------------        ------------        ------------

      Net cash used in investing activities                     (150,000)        (35,311,514)           (150,000)
                                                            ------------        ------------        ------------

Cash flows from financing activities:
  Proceeds from bank debt                                           --            12,000,000                --
  Repayment of bank debt                                      (1,500,000)         (3,500,000)           (250,000)
  Cash dividends paid                                         (2,424,876)         (2,114,804)         (1,694,696)
  Proceeds from sale of common stock                                --                  --             8,478,120
  Purchases of common stock                                     (807,406)               --                  --
                                                            ------------        ------------        ------------
  Net cash provided by (used in) financing activities         (4,732,282)          6,385,196           6,533,424
                                                            ------------        ------------        ------------

  Net increase (decrease) in cash                              1,506,987          (8,963,104)         10,287,800

Cash at beginning of year                                      2,935,034          11,898,138           1,610,338
                                                            ------------        ------------        ------------
Cash at end of year                                         $  4,442,021           2,935,034          11,898,138
                                                            ============        ============        ============
Supplemental schedule of noncash activities:
  Note payable                                              $       --             1,000,000                --
  Stock issued in acquisition                                       --            12,762,411                --
                                                            ============        ============        ============
</TABLE>

                                      65
                                                               (Continued)
<PAGE>
                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                      December 31, 2001, 2000, and 1999

(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, 2001 and 2000 are as follows:

<TABLE>
<CAPTION>
                                                    2001             2000
                                               --------------   --------------
<S>                                            <C>              <C>
Commitments to extend credit                   $   71,772,491       60,738,532
Standby letters of credit                           2,746,314        2,416,826
                                               ==============   ==============
</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 $41,467,000 and
     $35,692,000 represent fixed-rate loan commitments at December 31, 2001
     and 2000, 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.

                                      66
                                                               (Continued)
<PAGE>
                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2001, 2000, and 1999

     A summary of the carrying amounts and fair values of the Company's
financial instruments at December 31, 2001 and 2000 is as follows:

<TABLE>
<CAPTION>
                                                       2001                                   2000
                                           -------------------------------       -------------------------------
                                             Carrying             Fair             Carrying            Fair
                                              amount              value             amount             value
                                           ------------       ------------       ------------       ------------
<S>                                        <C>                <C>                <C>                <C>
Assets:
  Loans                                    $457,690,046        468,576,000        461,531,442        459,913,000
  Investment in debt and equity
    securities                              181,649,054        181,649,054        155,916,900        156,129,420
  Federal funds sold                         54,481,931         54,481,931         23,550,366         23,550,366
  Cash and due from banks                    31,127,216         31,127,216         25,374,115         25,374,115
  Accrued interest receivable                 6,019,680          6,019,680          6,795,268          6,795,268
                                           ------------       ------------       ------------       ------------

                                           $730,967,927        741,853,881        673,168,091        671,762,169
                                           ============       ============       ============       ============

Liabilities:
  Deposits:
    Demand                                 $ 78,637,109         78,637,109         68,722,835         68,722,835
    NOW                                      92,027,032         92,027,032         88,418,761         88,418,761
    Savings                                  48,686,631         48,686,631         43,779,175         43,779,175
    Money market                             61,693,528         61,693,528         56,360,492         56,360,492
    Time                                    298,749,890        302,733,000        318,981,624        319,263,000
    Securities sold under agreements
      to repurchase                          61,644,544         61,644,544         16,398,484         16,398,484
    Interest-bearing demand notes
      to U.S. Treasury                          388,122            388,122            543,667            543,667
    Other borrowed money                     43,137,614         43,301,000         42,377,787         42,307,000
    Accrued interest payable                  3,059,714          3,059,714          4,420,054          4,420,054
                                           ------------       ------------       ------------       ------------

                                           $688,024,184        692,170,680        640,002,879        640,213,468
                                           ============       ============       ============       ============
</TABLE>

                                      67
                                                               (Continued)
<PAGE>
                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2001, 2000, and 1999



     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.

                                      68
                                                               (Continued)
<PAGE>
                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2001, 2000, and 1999


          SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE AND INTEREST-BEARING
          DEMAND NOTES TO U.S. TREASURY

          For securities sold under agreements to repurchase and
          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.

          OTHER BORROWED MONEY

          The fair value of other borrowed money is based on the discounted
          value of contractual cash flows. The discount rate is estimated
          using the rates currently offered for other borrowed money of
          similar remaining maturities.

          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.

                                      69
                                                               (Continued)
<PAGE>
(19) SUPPLEMENTARY FINANCIAL INFORMATION
     (unaudited)
     (In thousands, except per share data)

<TABLE>
<CAPTION>
                                                                          2001
                                              First       Second       Third       Fourth
                                             Quarter     Quarter      Quarter     Quarter          YTD
- -----------------------------------------------------------------------------------------------------------
<S>                                         <C>          <C>            <C>         <C>             <C>
Interest income                             $13,253       12,586         12,197      11,253          49,289
Interest expense                              7,324        6,790          6,163       5,112          25,389
- -----------------------------------------------------------------------------------------------------------
  Net interest income                         5,929        5,796          6,034       6,141          23,900
Provision for loan loses                        248          231            231         444           1,154
Noninterest income                            1,074        1,234          1,289       1,800           5,397
Noninterest expense                           4,108        4,237          4,403       4,652          17,400
Income taxes                                    886          893            924         938           3,641
Net income                                    1,761        1,669          1,765       1,907           7,102
Net income per share:
  Basic earnings per share                  $  0.62        $0.58          $0.62       $0.67           $2.48
  Diluted earnings per share                   0.62         0.58           0.62        0.67            2.48
===========================================================================================================
</TABLE>

<TABLE>
<CAPTION>
                                                                        2000
<S>                                         <C>           <C>            <C>         <C>             <C>
Interest income                             $ 9,468       11,319         12,963      12,794          46,544
Interest expense                              4,740        5,926          7,210       7,302          25,178
- -----------------------------------------------------------------------------------------------------------
  Net interest income                         4,728        5,393          5,753       5,492          21,366
Provision for loan loses                        258          308            273         383           1,222
Noninterest income                              827          839            910       1,015           3,591
Noninterest expense                           3,368        3,871          4,112       4,307          15,658
Income taxes                                    585          639            727         641           2,592
Net income                                    1,344        1,414          1,551       1,176           5,485
Net income per share:
  Basic earnings per share                  $  0.55      $  0.56        $  0.54     $  0.67         $  2.05
  Diluted earnings per share                   0.55         0.56           0.54        0.67            2.05
===========================================================================================================
</TABLE>

                                      70
<PAGE>
                DIRECTORS AND EXECUTIVE OFFICERS OF OUR 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
                                 (Retiring effective 3/30/02)      Bank and Director of Citizens     Citizens Union State Bank
                                                                   Union State Bank
                                                                   (Retiring effective 3/30/02)

James E. Smith                   Chairman, Chief Executive         Chairman and Director of          Position with Exchange,
                                 Officer and Director-Class I      Citizens Union State Bank,        Citizens Union State Bank and
                                 (Effective 3/30/02)               President and Director of Osage   Osage Valley Bank
                                                                   Valley Bank, Director of
                                                                   Exchange National Bank

David T. Turner                  President and Director- Class     Chairman, President, Chief        Position with Exchange and
                                 III (Effective 3/30/02)           Executive Officer and Director    Exchange National Bank
                                                                   of Exchange National Bank,
                                                                   Director of Citizens Union
                                                                   State 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

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>

                                      71
<PAGE>
                           ANNUAL REPORT ON FORM 10-K

A copy of our Company's Annual Report on Form 10-K for the year ended December
31, 2001, as filed with the Securities and Exchange Commission, excluding
exhibits, will be furnished without charge to shareholders entitled to vote at
the 2002 annual meeting of shareholders upon written request to Kathleen L.
Bruegenhemke, Secretary, 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.

                                      72

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>4
<FILENAME>c68479ex23.txt
<DESCRIPTION>CONSENT OF INDEPENDENT AUDITORS
<TEXT>
<PAGE>
                                                                     Exhibit 23




                          Independent Auditors' Consent



The Board of Directors
Exchange National Bancshares, Inc:


We consent to the incorporation by reference in the registration statement
(No. 333-68366) on Form S-8 of Exchange National Bancshares, Inc. of our report
dated February 15, 2002, with respect to the consolidated balance sheets of
Exchange National Bancshares, Inc. as of December 31, 2001 and 2000, 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, 2001, which report appears in the December 31, 2001
annual report on Form 10-K of Exchange National Bancshares, Inc.

/S/ KPMG

St. Louis, Missouri
March 25, 2002

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