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<SEC-DOCUMENT>0000950134-03-004462.txt : 20030325
<SEC-HEADER>0000950134-03-004462.hdr.sgml : 20030325
<ACCEPTANCE-DATETIME>20030325132259
ACCESSION NUMBER:		0000950134-03-004462
CONFORMED SUBMISSION TYPE:	10-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20021231
FILED AS OF DATE:		20030325

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-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-23636
		FILM NUMBER:		03615479

	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-K
<SEQUENCE>1
<FILENAME>c75697e10vk.txt
<DESCRIPTION>FORM 10-K
<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, 2002

                                       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]

INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS AN ACCELERATED FILER (AS
DEFINED IN RULE 12b-2 OF THE ACT). YES [X] NO[ ]

THE AGGREGATE MARKET VALUE OF THE 2,145,771 SHARES OF VOTING STOCK OF THE
REGISTRANT HELD BY NON-AFFILIATES COMPUTED BY REFERENCE TO THE $42.90 CLOSING
PRICE OF SUCH STOCK ON MARCH 14, 2003, WAS $92,053,576. THE AGGREGATE MARKET
VALUE OF THE 2,231,994 SHARES OF VOTING STOCK OF THE ISSUER HELD BY
NON-AFFILIATES COMPUTED BY REFERENCE TO THE $31.08 CLOSING PRICE OF SUCH STOCK
ON JUNE 28, 2002, THE LAST BUSINESS DAY OF THE REGISTRANT'S MOST RECENTLY
COMPLETED SECOND FISCAL QUARTER, WAS $69,370,374. AS OF MARCH 14, 2003, THE
REGISTRANT HAD 2,865,601 SHARES OF COMMON STOCK, PAR VALUE $1.00 PER SHARE,
ISSUED AND 2,778,921 SHARES OUTSTANDING.

                       DOCUMENTS INCORPORATED BY REFERENCE

         Portions of the following documents are incorporated by reference into
the indicated parts of this report: (1) 2002 Annual Report to Shareholders -
Part II and (2) definitive Proxy Statement for the 2003 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, internet
banking, debit cards, certificates of deposit, safety deposit

                                       3

<PAGE>

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.

         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, 2002, Exchange and its subsidiaries had
approximately 236 full-time and 32 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
eight other banks and fourteen credit unions within its primary service area of
Jefferson City and, to an increasing extent, four other banks in nearby
communities. Based on publicly available information, management believes that
Exchange National Bank is the second largest (in terms of assets) of the banks
within Cole County. The main competition for Exchange National Bank's trust
services is from other commercial banks.

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

         Osage Valley Bank competes for deposits and loans in its primary
service area of Warsaw, Missouri and its secondary service area of the nearby
communities in Benton County. Osage Valley Bank's principal competition for
deposits and loans comes from banks within its primary service area of Warsaw
and in nearby communities. Based on publicly available information, management
believes that Osage Valley Bank is the

                                       4

<PAGE>

second largest (in terms of assets) of the banks within Benton County; however,
Osage Valley Bank and three of the four other banks in Benton County are
comparable in size.

REGULATION APPLICABLE TO BANK HOLDING COMPANIES

         GENERAL. As a registered bank holding company and a financial holding
company under the Bank Holding Company Act (the "BHC Act") and the
Gramm-Leach-Bliley Act (the "GLB Act"), Exchange is subject to supervision and
examination by the Federal Reserve Board (the "FRB"). The FRB 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 FRB is empowered to impose civil money penalties for violations
of banking statutes and regulations. Regulation by the FRB is intended to
protect depositors of our Banks, not the shareholders of Exchange.

         LIMITATION ON ACQUISITIONS. The BHC Act requires a bank holding company
to obtain prior approval of the FRB before:

         -    taking any action that causes a bank to become a controlled
              subsidiary of the bank holding company;

         -    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 bank holding company, and such bank or bank holding
              company is not majority-owned by the acquiring bank holding
              company prior to the acquisition;

         -    acquiring substantially all of the assets of a bank; or

         -    merging or consolidating with another bank holding company.

         LIMITATION ON ACTIVITIES. The activities of bank holding companies are
generally limited to the business of banking, managing or controlling banks, and
other activities that the FRB has determined to be so closely related to banking
or managing or controlling banks as to be a proper incident thereto. In
addition, under the GLB Act, a bank holding company, all of whose controlled
depository institutions are "well capitalized" and "well managed" (as defined in
federal banking regulations) and which obtains "satisfactory" Community
Reinvestment Act ratings, may declare itself to be a "financial holding company"
and engage in a broader range of activities.

         A financial holding company may affiliate with securities firms and
insurance companies and engage in other activities that are financial in nature
or incidental or complementary to activities that are financial in nature.
"Financial in nature" activities include:

         -    securities underwriting, dealing and market making;

         -    sponsoring mutual funds and investment companies;

         -    insurance underwriting and insurance agency activities;

         -    merchant banking; and

         -    activities that the FRB determines to be financial in nature or
              incidental to a financial activity; or which is complementary to a
              financial activity and does not pose a safety and soundness risk.

         A financial holding company that desires to engage in activities that
are financial in nature or incidental to a financial activity but not previously
authorized by the FRB must obtain approval from the FRB before engaging in such
activity. Also, a financial holding company may seek FRB approval to engage in
an

                                       5

<PAGE>

activity that is complementary to a financial activity, if it shows that the
activity does not pose a substantial risk to the safety and soundness of insured
depository institutions or the financial system.

         A financial holding company may acquire a company (other than a bank
holding company, bank or savings association) engaged in activities that are
financial in nature or incidental to activities that are financial in nature
without prior approval from the FRB. Prior FRB approval is required, however,
before the financial holding company may acquire control of more than 5% of the
voting shares or substantially all of the assets of a bank holding company, bank
or savings association. In addition, under the FRB's merchant banking
regulations, a financial holding company is authorized to invest in companies
that engage in activities that are not financial in nature, as long as the
financial holding company makes its investment with the intention of limiting
the duration of the investment, does not manage the company on a day-to-day
basis, and the company does not cross-market its products or services with any
of the financial holding company's controlled depository institutions.

         If any subsidiary bank of a financial holding company ceases to be
"well-capitalized" or "well-managed," the FRB has authority to order the
financial holding company to divest its subsidiary banks. Alternatively, the
financial holding company may elect to limit its activities and the activities
of its subsidiaries to those permissible for a bank holding company that is not
a financial holding company. If any subsidiary bank of a financial holding
company receives a rating under the Community Reinvestment Act of less than
"satisfactory", then the financial holding company is prohibited from engaging
in new activities or acquiring companies other than bank holding companies,
banks or savings associations until the rating is raised to "satisfactory" or
better.

         REGULATORY CAPITAL REQUIREMENTS. The FRB has promulgated capital
adequacy guidelines for use in its examination and supervision of bank holding
companies. If a bank holding company's capital falls below minimum required
levels, then the bank holding company must implement a plan to increase its
capital, and its ability to pay dividends and make acquisitions of new bank
subsidiaries is restricted.

         The FRB's capital adequacy guidelines provide for the following types
of capital:

         -    Tier 1 capital, also referred to as core capital, which includes:

                  -    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 excluded from Tier 1 capital. Most intangible
                  assets are also deducted from Tier 1 capital.

         -    Tier 2 capital, also referred to as supplementary capital, which
              includes:

                  -    allowances for loan and lease losses (limited to 1.25% of
                       risk-weighted assets);

                  -    most perpetual preferred stock and any related surplus;

                  -    certain hybrid capital instruments, perpetual debt and
                       mandatory convertible debt securities; and

                  -    intermediate-term preferred stock and intermediate-term
                       subordinated debt instruments (subject to limitations).

                                       6

<PAGE>

                  The maximum amount of supplementary capital that qualifies as
                  Tier 2 capital is limited to 100% of Tier 1 capital.

         -    Total capital, which includes:

                  -    Tier 1 capital;

                  -    plus, qualifying Tier 2 capital;

                  -    minus, investments in unconsolidated subsidiaries,
                       reciprocal holdings of bank holding company capital
                       securities, and deferred tax assets and other deductions.

         The FRB's capital adequacy guidelines require that a bank holding
company maintain a Tier 1 leverage ratio equal to at least 4% of its average
total consolidated assets, a Tier 1 risk-based capital ratio equal to 4% of its
risk-weighted assets and a total risk-based capital ratio equal to 8% of its
risk-weighted assets.

         On December 31, 2002, Exchange was in compliance with all of the FRB's
capital adequacy guidelines. Exchange's capital ratios on December 31, 2002 are
shown below:

<TABLE>
<CAPTION>
                                                           Tier 1 Risk-Based        Total Risk-Based Capital
                              Leverage Ratio (4%           Capital Ratio (4%           Ratio (8% minimum
                             minimum requirement)         minimum requirement)           requirement)
                             --------------------         --------------------           -----------
<S>                          <C>                          <C>                       <C>
Exchange                            7.36%                        10.88%                     12.10%
</TABLE>

         INTERSTATE BANKING AND BRANCHING. Under the Riegle-Neal Interstate
Banking and Branching Efficiency Act of 1994 (the "Riegle-Neal Act"), a bank
holding company is 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 FRB will 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. The Riegle-Neal Act also authorizes banks
to merge across state lines, thereby creating interstate branches. Banks are
also permitted to acquire and to establish de novo branches in other states
where authorized under the laws of those states.

         Under the Riegle-Neal Act, individual states may restrict interstate
acquisitions in two ways. 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). A state may also establish limits on the total amount of insured
deposits within the state which are controlled by a single bank holding company,
provided that such deposit limit does not discriminate against out-of-state bank
holding companies.

         SOURCE OF STRENGTH. FRB policy requires a bank holding company to serve
as a source of financial and managerial strength to its subsidiary banks. Under
this "source of strength doctrine," 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. Furthermore, the FRB has the right to order a bank holding
company to terminate any activity that the FRB believes is a serious risk to the
financial safety, soundness or stability of any subsidiary bank.

                                       7

<PAGE>

         LIABILITY OF COMMONLY CONTROLLED INSTITUTIONS. 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 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.

         MISSOURI BANK HOLDING COMPANY REGULATION. Missouri prohibits any bank
holding company from acquiring ownership or control of, any bank or Missouri
depository trust company that has Missouri deposits if, after such acquisition,
the bank holding company would hold or control more than 13% of total Missouri
deposits. Because of this restriction, a bank holding company, prior to
acquiring control of a bank or depository trust company that has deposits in
Missouri, must receive the approval of the Missouri Division of Finance.

REGULATION APPLICABLE TO OUR BANKS

         GENERAL. Exchange National Bank, a national bank, is subject to
regulation and examination by the OCC and the FDIC. Citizens Union State Bank, a
Missouri state non-member depository trust company, is subject to the regulation
of the Missouri Division of Finance and the FDIC. Osage Valley Bank, a Missouri
state non-member bank, is subject to the regulation of the Missouri Division of
Finance and the FDIC. Each of the OCC and the FDIC is empowered to issue cease
and desist orders against our Banks if it determines that activities of any of
our Banks represents unsafe and unsound banking practices or violations of law.
In addition, the OCC and the FDIC have the power to impose civil money penalties
for violations of banking statutes and regulations. Regulation by these agencies
is designed to protect the depositors of the bank, not shareholders of Exchange.

         BANK 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 similar to the capital adequacy guidelines
established by the FRB for bank holding companies. Federal banking laws classify
an insured financial institution in one of the following five categories,
depending upon the amount of its regulatory capital:

         -    "well-capitalized" if it has a total Tier 1 leverage ratio of 5%
              or greater, a Tier 1 risk-based capital ratio of 6% or greater and
              a total risk-based capital ratio of 10% or greater (and is not
              subject to any order or written directive specifying any higher
              capital ratio);

         -    "adequately capitalized" if it has a total 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), a Tier 1 risk-based capital
              ratio of 4% or greater and a total risk-based capital ratio of 8%
              or greater;

         -    "undercapitalized" if it has a total 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), a Tier 1 risk-based capital
              ratio that is less than 4% or a total risk-based capital ratio
              that is less than 8%;

         -    "significantly undercapitalized" if it has a total Tier 1 leverage
              ratio that is less than 3%, a Tier 1 risk based capital ratio that
              is less than 3% or a total risk-based capital ratio that is less
              than 6%; and

         -    "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.

         On December 31, 2002, each of our Banks was in compliance with its
federal banking agency's minimum capital requirements. The capital ratios and
classifications of each of our Banks as of December 31, 2002 is shown on the
following chart.

                                       8

<PAGE>

<TABLE>
<CAPTION>
                                               Tier 1 Risk-Based       Total Risk-Based
                          Leverage Ratio         Capital Ratio           Capital Ratio          Classification
                          --------------         -------------           -------------          --------------
<S>                       <C>                  <C>                     <C>                     <C>
Exchange
National Bank                 9.52%                 12.89%                  14.14%             Well-Capitalized
Citizens Union
State Bank                    8.39%                 13.48%                  14.68%             Well-Capitalized
Osage Valley Bank             7.53%                 13.63%                  14.65%             Well-Capitalized
</TABLE>

         All of our Banks must be well-capitalized for Exchange to remain a
financial holding company.

         DEPOSIT INSURANCE AND ASSESSMENTS. The deposits of our Banks are
insured by the Bank Insurance Fund (the "BIF") administered by the FDIC, in
general up to a maximum of $100,000 per insured depositor. Under federal banking
regulations, insured banks are required to pay semi-annual assessments to the
FDIC for deposit insurance. The FDIC's risk-based assessment system requires
that 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 FDIC's assessment rates range from zero cents to 27 cents per
$100 of insured deposits. The FDIC has authority to increase the annual
assessment rate and there is no cap on the annual assessment rate which the FDIC
may impose.

         LIMITATIONS ON INTEREST RATES AND LOANS TO ONE BORROWER. 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 have resulted in
reductions of net interest margins on certain classes of loans. Federal and
state laws impose additional restrictions on the lending activities of banks.
The maximum amount that a Missouri state-chartered bank may lend to any one
person or entity is generally 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.

         PAYMENT OF DIVIDENDS. Our Banks are subject to federal and state laws
limiting the payment of dividends. Under the FDIA, an FDIC-insured institution
may not pay dividends if payment would cause it to become undercapitalized or
while it is undercapitalized. The National Bank Act and Missouri banking law
also prohibit the declaration of a dividend out of the capital and surplus of
the bank. These laws and regulations are not expected to have a material effect
upon the current dividend policies of our Banks.

         COMMUNITY REINVESTMENT ACT. Our Banks are subject to the Community
Reinvestment Act (the "CRA") and implementing regulations. CRA regulations
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. CRA ratings are
taken into account by regulators in reviewing certain applications made by
Exchange and its banking subsidiaries.

         LIMITATIONS ON TRANSACTIONS WITH AFFILIATES. Exchange and its non-bank
subsidiaries are "affiliates" within the meaning of the Federal Reserve Act. The
amount of loans or extensions of credit which our Banks may make to non-bank
affiliates, or to third parties secured by securities or obligations of the
non-bank affiliates, 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 subsidiaries of a bank 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

                                       9

<PAGE>

companies or, in the absence of comparable transactions, on terms and conditions
that would be offered to non-affiliated companies.

         OTHER BANKING ACTIVITIES. The investments and activities of our Banks
are also subject to regulation by federal banking agencies, regarding
investments in subsidiaries, investments for their own account (including
limitations on investments in junk bonds and equity securities), loans to
officers, directors and their affiliates, security requirements, anti-tying
limitations, anti-money laundering, financial privacy 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.

CHANGES IN LAWS AND MONETARY POLICIES

         RECENT LEGISLATION. On July 30, 2002, President Bush signed into law
the Sarbanes-Oxley Act of 2002. The stated goals of the Sarbanes-Oxley Act are
to increase corporate responsibility, to provide the enhanced penalties for
accounting and auditing improprieties at publicly traded companies and to
protect investors by improving the accuracy and reliability of corporate
disclosures made pursuant to the securities laws. The proposed changes are
intended to allow shareholders to monitor the performance of companies and
directors more easily and efficiently.

         The Sarbanes-Oxley Act generally applies to all companies that file or
are required to file periodic reports with the SEC under the Securities and
Exchange Act of 1934. Further, the Sarbanes-Oxley Act includes very specified
additional disclosure requirements and new corporate governance rules, requires
the SEC, securities exchanges and the NASDAQ Stock Market to adopt extensive
additional disclosure, corporate governance and other related rules and mandates
further studies of certain issues by the SEC and the Comptroller General. Given
the extensive SEC role in implementing rules relating to many of the
Sarbanes-Oxley Act's new requirements, the final scope of these requirements
remains to be determined.

         This Sarbanes-Oxley Act addresses, among other matters: audit
committees; certification of financial statements by the chief executive officer
and the chief financial officer; the forfeiture of bonuses and profits made by
directors and senior officers in the twelve month period covered by restated
financial statements; a prohibition on insider trading during pension plan black
out periods; disclosure of off-balance sheet transactions; a prohibition on
personal loans to directors and officers (excluding Federally insured financial
institutions); expedited filing requirements for stock transaction reports by
officers and directors; the formation of a public accounting oversight board;
auditor independence; and various increased criminal penalties for violations of
securities laws.

         Management has taken various measures to comply with the requirements
of the Sarbanes-Oxley Act. However, given the extensive role of the SEC in
implementing rules relating to many of the Act's new requirements, the final
scope of these requirements remains to be determined.

         FUTURE LEGISLATION. Various pieces of legislation, including proposals
to change substantially the financial institution regulatory system, are from
time to time introduced and considered by the Missouri state legislature and the
United States Congress. This legislation may change banking statutes and the
operating environment of Exchange in substantial and unpredictable ways. If
enacted, this legislation could increase or decrease the cost of doing business,
limit or expand permissible activities or affect the competitive balance among
banks, savings associations, credit unions and other financial institutions.
Exchange cannot predict whether any of this potential legislation will be
enacted and, if enacted, the effect that it, or any implementing regulations,
could have on Exchange's business, results of operations or financial condition.

         FISCAL MONETARY POLICIES. Exchange's business and earnings are effected
significantly by the fiscal and monetary policies of the federal government and
its agencies. Exchange is particularly affected by the

                                       10

<PAGE>

policies of the FRB, which regulates the supply of money and credit in the
United States. Among the instruments of monetary policy available to the FRB
are:

         -    conducting open market operations in United States government
              securities;

         -    changing the discount rates of borrowings of depository
              institutions;

         -    imposing or changing reserve requirements against depository
              institutions' deposits; and

         -    imposing or changing reserve requirements against certain
              borrowings by bank and their affiliates.

         These methods are used in varying degrees and combinations to directly
effect the availability of bank loans and deposits, as well as the interest
rates charged on loans and paid on deposits. The policies of the FRB have a
material effect on Exchange's business, results of operations and financial
condition.

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

AVAILABLE INFORMATION

         As of the date of this report, we do not have an internet website on
which we could make available our Annual Report on Form 10-K, Quarterly Reports
on Form 10-Q, Current Reports on Form 8-K, or any amendments to those reports
filed or furnished to the SEC pursuant to Section 13(a) of the Securities
Exchange Act of 1934. Our Company will provide a copy of any of our public
filings, excluding exhibits, free of charge upon written request made to
Kathleen L. Bruegenhemke, Exchange National Bancshares, Inc., 132 East High
Street, Jefferson City, MO 65101. In addition, our public filings are available
to the public at the SEC's Internet website (www.sec.gov).

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 1998 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.

                                       11

<PAGE>

         Exchange National Bank also owns a branch in each of the California,
Tipton and St. Robert communities. The California branch located at 1000 West
Buchanan Street was constructed in 2002 and it is a single story structure with
2,270 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.

         The principal offices of Union and Citizens Union State Bank are
located at 102 North Second Street in Clinton, Missouri. The bank building,
which is owned by Citizens Union State Bank, is a one-story structure
constructed in 1972. It has approximately 5,000 square feet of usable office
space, all of which is currently used for Union's and Citizens Union State
Bank's operations. Citizens Union State Bank also operates seven branch banking
facilities, of which six are owned by it. Citizens Union State Bank owns its
downtown Clinton branch, which is located at 115 North Main Street. This
facility has approximately 1,500 square feet of usable office space, all of
which is used in Citizens Union State Bank operations. Citizens Union State Bank
owns a second branch banking facility, which is located at 1603 East Ohio in
Clinton. This facility is a two-story building which has approximately 5,760
square feet of usable office space, all of which is used for Citizens Union
State Bank operations. Citizens Union State Bank owns its third branch banking
facility, which is located at 608 East Ohio Street in Clinton. This facility is
a one-story building which has approximately 3,500 square feet of usable office
space, all of which is used for Citizens Union State Bank's operations. Citizens
Union State Bank leases its fourth Clinton branch banking facility, which is
located inside the Wal-Mart store at 1712 East Ohio. Citizens Union State Bank
leases approximately 600 square feet of space at this facility under a five-year
lease expiring in January 2004, with two five-year renewal options granted to
Citizens Union State Bank. Citizens Union State Bank owns one Osceola, Missouri
branch banking facility located at 4th and Chestnut. This facility is a
one-story building which has approximately 1,580 square feet of usable office
space, all of which is used for Citizens Union State Bank operations. Citizens
Union State Bank owns 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.

                                       12

<PAGE>

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, 2002.

                                     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, other than that referred to below, 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 2002 Annual Report to
Shareholders.

         We refer you to Item 12 of this report under the caption "Securities
Authorized For Issuance Under Equity Compensation Plans" for certain equity plan
information.

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 2002 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 2002 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,

                                       13

<PAGE>

         -    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 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

                                       14

<PAGE>

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.

         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.

                                       15

<PAGE>

         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           -   mortgage banking companies

         -    savings banks                    -   finance companies

         -    savings and loan associations    -   credit unions

Competition for deposits comes principally from:

         -    other commercial banks           -   brokerage firms

         -    savings banks                    -   insurance companies

         -    savings and loan associations    -   money market mutual funds

         -    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.

                                       16

<PAGE>

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

         -    telecommunications               -   Internet-based banking

         -    data processing                  -   telebanking

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

         The ability of Exchange's banking subsidiaries to compete successfully
in the future will depend on whether they can anticipate and respond to
technological changes. To develop these and other new technologies 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 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, 2002, the rate shock
scenario models indicated that annual net interest income could change by as
much as 9% should interest rates rise or fall within 200 basis points from their
current level over a one year period. However there are no assurances that the
change will not be more or less than this estimate.

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 2002 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

                                       17

<PAGE>

Reporting Compliance," in each case, in Exchange's definitive Proxy Statement
for its 2003 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 Grants," (v) the information under the caption "Executive
Compensation and Other Information--Option Exercises and Holdings," (vi) the
information under the caption "Executive Compensation and Other
Information--Exchange National Bank Profit-Sharing Trust," (vii) the information
under the caption "Executive Compensation and Other Information--Citizens Union
State Bank Profit-Sharing Plan," (viii) the information under the caption
"Executive Compensation and Other Information--Stock Option Plan," (ix) the
information under the caption "Executive Compensation and Other
Information--Pension Plan," (x) the information under the caption "Executive
Compensation and Other Information--Campbell Retention/Asset Growth Incentive
Agreement," (xi) the information under the caption "Executive Compensation and
Other Information--Smith Employment Agreement," (xii) the information under the
caption "Executive Compensation and Other Information--Change of Control
Agreement," (xiii) the information under the caption "Executive Compensation and
Other Information--Company Performance," and (xiv) the information under the
caption "Election of Directors--Compensation of Directors", in each case, in
Exchange's definitive Proxy Statement for its 2003 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 2003 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, 2002:

<TABLE>
<CAPTION>
                                                                                             Number of securities
                                   Number of securities                                 remaining available for future
                                    to be issued upon           Weighted-average             issuance under equity
                                       exercise of              exercise price of              compensation plans
                                    outstanding options,      outstanding options,      (excluding securities reflected
         Plan category              warrants and rights        warrants and rights               in column (a))
- -----------------------------------------------------------------------------------------------------------------------
                                            (a)                        (b)                            (c)
<S>                               <C>                         <C>                       <C>
Equity compensation plans                 51,104*                   $26.30                         235,643
approved by security holders
</TABLE>

                                       18

<PAGE>

<TABLE>
<S>                               <C>                         <C>                       <C>
Equity compensation                   --                         --                              --
plans not approved by
 security holders
        Total                     51,104*                    $26.30                         235,643
</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 2003 Annual Meeting of Shareholders to be
filed pursuant to Regulation 14A.

ITEM 14. CONTROLS AND PROCEDURES.

         (a)      Evaluation of disclosure controls and procedures. Within 90
days prior to the filing of this report, our Company's senior management,
including our Chief Executive Officer and our Chief Financial Officer, carried
out an evaluation of the effectiveness of the design and operation of our
Company's disclosure controls and procedures. Our Company's disclosure controls
and procedures are designed to ensure that information we are required to
disclose in our periodic filings with the Securities and Exchange Commission,
including annual reports such as this report, is reported accurately and
suitably within the time periods specified in the SEC's rules and forms. Based
upon that evaluation, senior management concluded that our Company's disclosure
controls and procedures are effective in causing material information related to
our Company (including our consolidated subsidiaries) to be recorded, processed,
summarized and reported on a timely basis and to ensure that the quality and
timeliness of our public disclosures comply with applicable disclosure
obligations.

         (b)      Changes in internal controls. There were no significant
changes in our internal controls or in other factors that in management's
estimation could significantly affect our disclosure controls and procedures
after the date of our Company's most recent evaluation.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

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

         1.       Financial Statements:

         The following consolidated financial statements of our Company and
reports of our Company's independent auditors, included in our Annual Report to
Shareholders for the year ended December 31, 2002 under the caption
"Consolidated Financial Statements", are incorporated herein by reference:

                  Independent Auditors' Report.

                  Consolidated Balance Sheets as of December 31, 2002 and 2001.

                  Consolidated Statements of Income for the years ended December
                  31, 2002, 2001 and 2000.

                  Consolidated Statements of Stockholders' Equity and
                  Comprehensive Income for the years ended December 31, 2002,
                  2001 and 2000.

                                       19

<PAGE>

                  Consolidated Statements of Cash Flows for the years ended
                  December 31, 2002, 2001 and 2000.

                  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:

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

3.2            Bylaws of our Company (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-K 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).*

13             The Registrant's 2002 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
</TABLE>

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

     (b)      Reports on Form 8-K.

                                       20

<PAGE>

                  No reports on Form 8-K were filed by our Company during the
                  three month period ended December 31, 2002, except for a
                  report on Form 8-K filed with the SEC on November 13, 2002 to
                  report the certifications made pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002.

         (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.

                                       21

<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.

Dated:  March 21, 2003                        By /s/  James E. Smith
                                                 -------------------------------
                                                      James E. Smith, Chairman
                                                      of the Board and Chief
                                                      Executive Officer

         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 21, 2003               /s/  James E. Smith
                             ------------------------------------
                                  James E. Smith, Chairman of the Board and
                                  Chief Executive Officer (Principal Executive
                                  Officer)

March 21, 2003               /s/  Richard G. Rose
                             -----------------------------------
                                  Richard G. Rose, Treasurer (Principal
                                  Financial Officer and Principal Accounting
                                  Officer)

March 21, 2003               /s/  David T. Turner
                             ------------------------------------
                                  David T. Turner, Director

March 21, 2003               /s/  James R. Loyd
                             -----------------------------------
                                  James R. Loyd, Director

March 21, 2003               /s/  Charles G. Dudenhoeffer, Jr.
                             ------------------------------------
                                  Charles G. Dudenhoeffer, Jr., Director

March 21, 2003               /s/  David R. Goller
                             ------------------------------------
                                  David R. Goller, Director

March 21, 2003               /s/  Philip D. Freeman
                             ------------------------------------
                                  Philip D. Freeman, Director

March 21, 2003               /s/  Kevin L. Riley
                             ------------------------------------
                                  Kevin L. Riley, Director

March 21, 2003               /s/  Gus S. Wetzel, II
                             ------------------------------------
                                   Gus S. Wetzel, II, Director
</TABLE>

                                       22

<PAGE>

                                 CERTIFICATIONS

         I, James E. Smith, certify that:

         1. I have reviewed this annual report on Form 10-K of Exchange National
Bancshares, Inc.;

         2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

         b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and

         c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

         5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

         a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

         b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

         6. The registrant's other certifying officers and I have indicated in
this annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: March 21, 2003

                                            /s/ James E. Smith
                                            --------------------------------
                                            James E. Smith,
                                            Chairman of the
                                            Board and Chief Executive Officer

                                       23

<PAGE>

                                 CERTIFICATIONS

         I, Richard G. Rose, certify that:

         1. I have reviewed this annual report on Form 10-K of Exchange National
Bancshares, Inc.;

         2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

         b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and

         c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

         5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

         a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

         b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

         6. The registrant's other certifying officers and I have indicated in
this annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: March 21, 2003

                                            /s/ Richard G. Rose
                                            --------------------
                                            Richard G. Rose
                                            Treasurer

                                       24

<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.                              Description                                     Page No.
- -----------                              -----------                                     --------
<C>               <C>                                                                    <C>
   13             The Registrant's 2002 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>

                                       25

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13
<SEQUENCE>3
<FILENAME>c75697exv13.txt
<DESCRIPTION>2002 ANNUAL REPORT TO SHAREHOLDERS
<TEXT>
<PAGE>

                                                                      EXHIBIT 13

                                      2002

                                  ANNUAL REPORT

                                       TO

                                  SHAREHOLDERS

                       EXCHANGE NATIONAL BANCSHARES, INC.

                            JEFFERSON CITY, MISSOURI

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.

                            Jefferson City, Missouri

                                 March 21, 2003

Dear Shareholders:

         Upon assuming the position of chairman last April, I was charged with
the responsibility of building on the key strengths of your organization. As a
shareholder of Exchange National Bancshares, Inc., you already know that
Exchange's business plan is premised on the foundation of providing solid
earnings, steady growth and consistent dividends to its investors. For the
foreseeable future, management's strategy is to focus on what got us to where we
are today ... generating quality loans funded by competitive deposits.

         From the outside looking in, 2002 may have appeared to be a "quiet,
non-eventful" year for your Company. However, such was not the case. During the
fourth quarter of 2002, a major technology enhancement project was completed.
Past acquisitions have been fully integrated from a data processing perspective
and now your management team is able to concentrate on expansion into new
markets.

         In addition to centralizing the data processing system, much of 2002
was devoted to establishing a dividend reinvestment program for investors
desiring to increase their ownership interest in a cost-efficient manner. If you
have not already enrolled in this program, I encourage you to review the plan by
requesting an informational booklet from our investor relations department.

         In striving 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 a discount as compared to our peers. The stock buyback
program was very active in 2002 as approximately 60,000 shares were repurchased
during the year.

         With reference to 2002 financial highlights, total assets increased
$18,593,000 or 2.4% during 2002 as a result of sustained internal growth.
Earnings for 2002 were $8,093,000 or $2.85 per fully diluted common share
compared to $7,102,000 or $2.48 per share in 2001. The growth in earnings is
primarily the result of eliminating goodwill amortization as required by a new
accounting rule under Generally Accepted Accounting Principles (GAAP).

         Management continues to be proud of your Company's ability to pay cash
dividends. Shareholders received dividends totaling $0.88 per share in 2002, an
increase of 3.5% over the amount received the previous year. Dividends of $0.19
per share were paid January 1 and April 1. For the July 1 and October 1
dividends, the per share rate was increased to $0.20. A special dividend of
$0.10 per share was paid December 1, 2002.

         Capitalization of your Company expressed in terms of tier one capital
to adjusted average total assets (leverage ratio) was 7.36% at December 31, 2002
compared to 7.05% at December 31, 2001. Your Company's total capital to
risk-weighted assets ratio was 12.10% at December 31, 2002 compared to 11.83% at
December 31, 2001. The increased levels result from earnings retention rather
than asset shrinkage.

         In closing, I want to acknowledge the 53 years of service that my
predecessor, Donald Campbell, contributed to your Company. He very much embodied
the spirit of our corporate motto of "looking forward, moving ahead." I plan to
continue the business strategy of enhancing shareholder value through growth
without negatively impacting earnings or asset quality.

                                          Sincerely,

                                          JAMES E. SMITH
                                          Chairman & Chief Executive Officer

<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.

         Each of our subsidiary Banks 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, 2002. 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,
                                             -------------------------------------------------------------------------
                                                 2002             2001             2000           1999          1998
                                             ------------     ------------      ----------     ----------    ---------
<S>                                          <C>              <C>               <C>            <C>           <C>
INCOME STATEMENT DATA
Interest income                              $     40,463           49,289          46,544         32,249       32,180
Interest expense                                   16,326           25,389          25,177         16,225       17,197
                                             ------------     ------------      ----------     ----------    ---------
   Net interest income                             24,137           23,900          21,367         16,024       14,983
Provision for loan losses                             936            1,154           1,222            910          702
                                             ------------     ------------      ----------     ----------    ---------
   Net interest income
     after provision for
     loan losses                                   23,201          22,746           20,145         15,114       14,281
                                             ------------     -----------       ----------     ----------    ---------
Security gains (losses), net                          163              98              (28)            --            6
Other noninterest income                            5,940            5,299           3,618          2,948        2,698
                                             ------------     ------------      ----------     ----------    ---------
   Total noninterest income                         6,103            5,397           3,590          2,948        2,704
Noninterest expense                                17,832           17,400          15,658         11,527       10,515
                                             ------------     ------------      ----------     ----------    ---------
Income before income taxes                         11,472           10,743           8,077          6,535        6,470
Income taxes                                        3,379            3,641           2,592          2,071        2,117
                                             ------------     ------------      ----------     ----------    ---------
Net income                                   $      8,093            7,102           5,485          4,464        4,353
                                             ============     ============      ==========     ==========    =========
DIVIDENDS
Declared on common stock                     $      2,510            2,425           2,260          1,732        1,609
Paid on common stock                                2,493            2,425           2,115          1,695        1,609
Ratio of total dividends
   declared to net income                           31.01%           34.15           41.20          38.80        36.96

PER SHARE DATA
Basic earnings per common share              $       2.86             2.48            2.05           2.06         2.02
Diluted earnings per common share                    2.85             2.48            2.05           2.06         2.02
Basic weighted average shares of
   common stock outstanding                     2,828,572        2,858,252       2,669,370      2,162,414    2,155,446
Diluted weighted average shares of
    common stock outstanding                    2,835,442        2,858,939       2,669,370      2,162,414    2,155,446
</TABLE>

                                       3

<PAGE>

<TABLE>
<CAPTION>
                                                                     YEAR ENDED DECEMBER 31,
                                                                     -----------------------
                                                  2002            2001             2000           1999          1998
                                             -------------    ------------      ----------     ----------    ----------
<S>                                          <C>              <C>               <C>            <C>           <C>
BALANCE SHEET DATA
  (AT PERIOD END)
Investment securities                        $     186,724      181,649           155,917        111,237       101,066
Loans                                              486,564      464,364           468,471        326,229       288,218
Total assets                                       794,418      775,825           719,603        494,946       458,703
Total deposits                                     591,191      579,794           576,263        381,020       373,522
Securities sold under
   agreements to repurchase
   and other short term
   borrowed funds                                   70,421       62,033            16,942         27,643        17,667
Other borrowed money                                41,795       43,138            42,378         26,451        17,151
Total stockholders' equity                          82,827       78,353            73,584         55,948        46,113

EARNINGS RATIOS
Return on average
   total assets                                       1.04%        0.96              0.85           0.95          0.96
Return on average
   stockholders' equity                               9.89         9.21              8.49           9.41          9.73

ASSET QUALITY RATIOS
Allowance for loan losses
   to loans                                           1.46         1.44              1.48           1.46          1.53
Nonperforming loans
   to loans (1)                                       0.62         0.86              1.73           0.52          0.28
Allowance for loan losses
   to nonperforming loans (1)                       236.66       166.98             85.87         281.45        544.81
Nonperforming assets to loans
   and foreclosed assets (2)                          0.67         1.03              1.76           0.55          0.34
Net loan charge-offs to
   average loans                                      0.10         0.31              0.05           0.18          0.07

CAPITAL RATIOS
Average stockholders' equity to
   average total assets                              10.51        10.37              9.99          10.07          9.83
Total risk-based
   capital ratio                                     12.10        11.83             11.90          15.06         12.94
Tier 1 risk-based
   capital ratio                                     10.88        10.58             10.65          13.81         11.69
Leverage ratio                                        7.36         7.05              7.07           9.73          7.87
</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, 2002, 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 2002 increased $991,000 or
14.0% over 2001 and followed a $1,617,000 or 29.5% increase for 2001 compared to
2000. Basic earnings per common share increased from $2.05 for 2000, to $2.48
for 2001 and increased to $2.86 for 2002. Diluted earnings per common share
increased from $2.05 for 2000, to $2.48 for 2001 and increased to $2.85 for
2002. Return on average total assets increased from 0.85% for 2000, to 0.96% for
2001 and increased to 1.04% for 2002. Return on average total stockholders'
equity increased from 8.49% for 2000 to 9.21% for 2001 and increased to 9.89%
for 2002.

         Average investment securities and federal funds sold increased
$22,525,000 or 10.6% to $235,981,000 for 2002 compared to $213,456,000 for 2001
and followed a $51,088,000 or 31.5% increase for 2001 compared to 2000. The
increase in 2002 reflects increased collateral requirements for securities sold
under agreement to repurchase. 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.

                                       6

<PAGE>

         Average loans outstanding increased $12,898,000 or 2.8% to $475,366,000
for 2002 compared to $462,468,000 for 2001 and followed a $38,915,000 or 9.2%
increase for 2001 compared to 2000. Average commercial loans outstanding
decreased $514,000 or 0.4% for 2002 compared to 2001 and followed a $8,450,000
or 6.2% increase for 2001 compared to 2000. Average real estate loans
outstanding increased $18,710,000 or 7.0% for 2002 compared to 2001 and followed
a $36,768,000 or 16.0% increase for 2001 compared to 2000. Average consumer
loans outstanding decreased $5,298,000 or 10.3% for 2002 compared to 2001 and
followed a $6,303,000 or 10.9% decrease for 2001 compared to 2000.

         The primary reason for the increase in average loans outstanding in
2002 compared to 2001 is due to increased real estate financing due to lower
rates. 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. Our 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 2002 and 2001. These decreases
reflect 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 2002 and 2001 and as such this
portion of the loan portfolio declined in balance.

         Average total time deposits decreased $4,579,000 or 0.9% to
$505,907,000 for 2002 compared to $510,486,000 for 2001 and followed a
$57,297,000 or 12.6% increase for 2001 compared to 2000. The 2002 decrease is
due to disintermediation due to a low interest rate environment. 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.

         Average securities sold under agreements to repurchase increased
$27,643,000 or 71.9% to $66,102,000 for 2002 compared to $38,459,000 for 2001
and followed a $18,297,000 or 90.8% increase for 2001 compared to 2000. Those
variances reflected competition for institutional funds awarded based upon
competitive bids.

         Average interest-bearing demand notes to U.S. Treasury increased
$80,000 or 10.3% to $854,000 for 2002 compared to $774,000 for 2001 and followed
a $110,000 or 12.4% decrease for 2001 compared to 2000. Balances in this account
are governed by the U.S. Treasury's funding requirements.

         Average other borrowed money increased $966,000 or 2.3% to $42,226,000
for 2002 compared to $41,260,000 for 2001 and followed a $347,000 or 0.8%
decrease for 2001 compared to 2000. The 2002 increase reflects additional
Federal Home Loan Bank borrowings to fund loan demand. The 2001 decrease
reflects repayments of Federal Home Loan Bank advances.

                                       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,
                                                            2002               2001            2000
                                                        ------------       ------------    ------------
<S>                                                     <C>                <C>             <C>
Interest income                                         $     40,463             49,289          46,544
Fully taxable equivalent (FTE) adjustment                        780                828             821
                                                        ------------       ------------    ------------
Interest income (FTE basis)                                   41,243             50,117          47,365
Interest expense                                              16,326             25,389          25,177
                                                        ------------       ------------    ------------
Net interest income (FTE basis)                               24,917             24,728          22,188
Provision for loan losses                                        936              1,154           1,222
                                                        ------------       ------------    ------------
Net interest income after provision
   for loan losses (FTE basis)                                23,981             23,574          20,966
Noninterest income                                             6,103              5,397           3,590
Noninterest expense                                           17,832             17,400          15,658
                                                        ------------       ------------    ------------
Income before income taxes
   (FTE basis)                                                12,252             11,571           8,898
                                                        ------------       ------------    ------------
Income taxes                                                   3,379              3,641           2,592
FTE adjustment                                                   780                828             821
                                                        ------------       ------------    ------------
Income taxes (FTE basis)                                       4,159              4,469           3,413
                                                        ------------       ------------    ------------
Net income                                              $      8,093              7,102           5,485
                                                        ============       ============    ============
Average total earning assets                            $    713,116            678,389         588,516
                                                        ============       ============    ============
Net interest margin                                             3.49%              3.65            3.77
                                                        ============       ============    ============
</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 $189,000 or 0.8% to $24,917,000 for 2002
compared to $24,728,000 for 2001, and followed a $2,540,000 or 11.5% increase
for 2001 compared to 2000. Measured as a percentage of average earning assets,
the net interest margin (expressed on a fully taxable equivalent basis)
decreased from 3.77% for 2000, to 3.65% for 2001, and to 3.49% for 2002.

         The provision for loan losses decreased $218,000 or 18.9% to $936,000
for 2002 compared to $1,154,000 for 2001 and followed a $68,000 or 5.6% decrease
for 2001 compared to 2000. The decrease in the provision in 2002 was primarily
due to a decrease in nonperforming loans. The decrease in the provision in 2001
was primarily due to a decrease in nonperforming loans. The allowance for loan
losses totaled $7,121,000 or 1.46% of loans outstanding at December 31, 2002
compared to $6,674,000 or 1.44% of loans outstanding at December 31, 2001 and
$6,940,000 or 1.48% of loans outstanding at December 31, 2000. The allowance for
loan losses expressed as a percentage of nonperforming loans was 85.87% at
December 31, 2000, 166.98% at December 31, 2001, and 236.66% at December 31,
2002.

                                       8

<PAGE>

RESULTS OF OPERATIONS

         YEARS ENDED DECEMBER 31, 2002 AND 2001

         Our Company's net income increased by $991,000 or 14% to $8,093,000 for
the year ended December 31, 2002 compared to $7,102,000 for 2001. Net interest
income on a fully taxable equivalent basis increased to $24,917,000 or 3.49% of
average earning assets for 2002 compared to $24,728,000 or 3.65% of average
earning assets for 2001. The provision for loan losses for 2002 was $936,000
compared to $1,154,000 for 2001. Net loans charged off for 2002 were $488,000
compared to $1,421,000 for 2001.

         Noninterest income and noninterest expense for the years ended December
31, 2002 and 2001 were as follows:

(DOLLARS EXPRESSED IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                   YEAR ENDED
                                                                   DECEMBER 31,            INCREASE      (DECREASE)
                                                              -----------------------     ------------------------
                                                                 2002         2001          AMOUNT           %
                                                              --------      ---------     ---------     ----------
<S>                                                           <C>           <C>           <C>           <C>
NONINTEREST INCOME
Service charges on deposit accounts                           $   2,684         2,097           587          28.0%
Trust department income                                             513           430            83          19.3
Brokerage income                                                     88            91            (3)         (3.3)
Mortgage loan servicing fees                                        222           463          (241)        (52.1)
Gain on sales of mortgage loans                                   1,768         1,459           309          21.2
Gain (loss) on sales and calls of debt securities                   163            98            65          66.3
Credit card fees                                                    153           150             3           2.0
Other                                                               512           609           (97)        (15.9)
                                                              ---------     ---------     ---------     ---------
                                                              $   6,103         5,397     $     706     $    13.1%
                                                              =========     =========     =========     =========
NONINTEREST EXPENSE
Salaries and employee benefits                                $   9,337         8,790           547           6.2%
Occupancy expense, net                                            1,079         1,006            73           7.3
Furniture and equipment expense                                   1,887         1,597           290          18.2
FDIC insurance assessment                                           103           105            (2)         (1.9)
Advertising and promotion                                           467           457            10           2.2
Postage, printing, and supplies                                     918           765           153          20.0
Legal, examination, and professional fees                         1,002           876           126          14.4
Credit card expenses                                                 95            96            (1)          1.0
Credit investigation and loan collection                            292           199            93          46.7
Amortization of goodwill                                             --         1,219        (1,219)       (100.0)
Amortization of intangible assets                                   299           313           (14)         (4.5)

Other                                                             2,353         1,977           376          19.0
                                                              ---------     ---------     ---------     ---------
                                                              $  17,832        17,400           432     $     2.5%
                                                              =========     =========     =========     =========
</TABLE>

Noninterest income increased $706,000 or 13.1% to $6,103,000 for 2002 compared
to $5,397,000 for 2001. Service charges on deposit accounts increased $587,000
or 28.0% primarily due to the institution of a new overdraft program. This
program has generated an increase of approximately $560,000 in insufficient fund
fees collected during 2002 compared to 2001. The increase in trust department
income reflects higher trust distribution fees collected in 2002 compared to
2001. The decrease in mortgage servicing fees of $241,000 reflects a $258,000
write-down of our Company's mortgage servicing rights to their fair value during
2002. This write-down is reflective of the high refinancing activity that our
Company has experienced in its servicing portfolio during the third and fourth
quarters of 2002. Gains on sales of mortgage loans increased $309,000 or 21.2%
due to an increase in volume of loans originated and sold to the secondary
market from approximately $106,922,000 during 2001 to approximately $107,312,000
during 2002. 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 2002 compared to those in effect during 2001. The $65,000
or 66.3% increase in gain (loss) on sales and calls of debt securities
represents gains on the sale

                                       9

<PAGE>

of securities during 2002. The $97,000 or 15.9% decrease in other noninterest
income primarily reflects gains recognized in 2001 on the sales of properties
obtained in previous acquisitions.

         Noninterest expense increased $432,000 or 2.5% to $17,832,000 for 2002
compared to $17,400,000 for 2001. Salaries and benefits increased $547,000 or
6.2% and reflects normal salary adjustments, increased insurance benefit costs,
and increased pension and profit sharing expense. The $73,000 or 7.3% increase
in occupancy expense and the $290,000 or 18.2% increase in furniture and
equipment expense are primarily related to increased depreciation associated
with a new branch and hardware and software purchased in conjunction with a data
processing conversion. The $153,000 or 20.0% increase in postage, printing and
supplies reflects costs incurred by our Banks related to the data processing
conversion. These costs include new forms and additional statement mailings. The
$126,000 or 14.4% increase in legal, examination, and professional fees is due
in large part to consulting fees related to our Company wide data processing
conversion.

         During 2002, our Company converted all three of our banks to a common
data processing platform. Approximately $1,500,000 was 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 years.

         The $1,219,000, or 100.0% decrease in amortization of goodwill reflects
the discontinuance of goodwill amortization as required by SFAS No. 142,
Goodwill and Other Intangible Assets. The periodic amortization of goodwill has
been replaced by an annual impairment test. The $376,000 or 19.0% increase in
other noninterest expense reflects increases in various categories including
telecommunications expense, data processing expense, and training. These
increases are primarily related to our Company's conversion to the new core data
processing system.

         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                                   105            101              4            4.0
Advertising and promotion                                   457            336            121           36.0
</TABLE>

                                       10

<PAGE>

<TABLE>
<S>                                                <C>            <C>            <C>            <C>
Postage, printing, and supplies                             765            737             28            3.8
Legal, examination, and professional fees                   876            609            267           43.8
Credit card expenses                                         96            101             (5)          (5.0)
Credit investigation and loan collection                    199            236            (37)         (15.7)
Amortization of goodwill                                  1,219            972            247           25.4
Amortization of intangible assets                           313            347            (34)          (9.8)
Other                                                     1,977          2,246           (269)          (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 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 $267,000 or 43.8% 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
goodwill is related to the acquisitions.

NET INTEREST INCOME

         Fully taxable equivalent net interest income increased $189,000 or 0.8%
to $24,917,000 for 2002 compared to $24,728,000 for 2001, and followed a
$2,540,000 or 11.5% increase from 2001 compared to 2000. The increase in net
interest income in 2002 and 2001 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, 2002.

                                       11

<PAGE>

(DOLLARS EXPRESSED IN THOUSANDS)

<TABLE>
<CAPTION>
                                                               YEAR ENDED DECEMBER 31,
                           ----------------------------------------------------------------------------------------------
                                         2002                            2001                           2000
                           ------------------------------  ------------------------------  ------------------------------
                                        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               $  143,727  $   9,062   6.31%   $  144,241  $  11,573   8.02%   $  135,791  $  12,077   8.89%
  Real estate                 285,342     19,262   6.75       266,632     21,651   8.12       229,864     19,291   8.39
  Consumer                     46,297      3,940   8.51        51,595      4,726   9.16        57,898      5,079   8.77
Investment in debt and
  equity securities:(3)
U.S. Treasury and U.S.
  Government agencies         146,096      5,492   3.76       120,366      7,352   6.11       109,150      7,116   6.52
  State and municipal          37,133      2,493   6.71        39,581      2,720   6.87        39,072      2,740   7.01
  Other                         4,970        215   4.33         4,753        239   5.03         3,908        263   6.73
Federal funds sold             47,782        736   1.54        48,756      1,762   3.61        10,238        640   6.25
Interest bearing
  deposits in other
  financial institutions        1,769         43   2.43         2,465         94   3.81         2,595        159   6.13
                           ----------  ---------           ----------  ---------           ----------  ---------
  Total interest
  earning assets              713,116     41,243   5.78       678,389     50,117   7.39       588,516     47,365   8.05
All other assets               71,982                          72,267                          64,236
Allowance for loan
  Losses                       (6,936)                         (7,139)                         (6,098)
                           ----------                      ----------                      ----------
  Total assets               $778,162                      $  743,517                      $  646,654
                           ==========                      ==========                      ==========
</TABLE>

         Continued on next page

                                       12

<PAGE>

<TABLE>
<CAPTION>
                                                               YEAR ENDED DECEMBER 31,
                           ---------------------------------------------------------------------------------------------
                                         2002                                  2001                     2000
                           ------------------------------  ------------------------------  -----------------------------
                                        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               $   87,759  $     911   1.04%   $   87,970  $   1,946   2.21%      $83,594  $   2,399   2.87%
Savings                        49,726        514   1.03        47,360      1,050   2.22        43,606      1,221   2.80
Money market                   62,818        856   1.36        60,247      1,793   2.98        53,556      2,146   4.01
Time deposits of
$100,000 and over              58,432      1,867   3.20        49,555      2,662   5.37        40,282      2,363   5.87
Other time deposits           247,172      8,921   3.61       265,354     14,210   5.36       232,151     13,116   5.65
                              -------     ------              -------     ------              -------     ------
  Total time deposits         505,907     13,069   2.58       510,486     21,661   4.24       453,189     21,245   4.69
Federal funds purchased
  and securities sold
  under agreements to
  repurchase                   66,102      1,004   1.52        38,459      1,219   3.17        20,162      1,162   5.76
Interest-bearing demand
  notes to U.S. Treasury          854         11   1.29           774         28   3.62           884         58   6.56
Other borrowed money           42,226      2,242   5.31        41,260      2,481   6.01        41,607      2,712   6.52
                           ----------  ---------           ----------  ---------           ----------  ---------
  Total interest-
  bearing liabilities         615,089     16,326   2.65       590,979     25,389   4.30       515,842     25,177   4.88
Demand deposits                71,107                          63,233                          60,208
Other liabilities              10,163                          12,220                           5,978
                           ----------                      ----------                      ----------
  Total liabilities           696,359                         666,432                         582,028
Stockholders' equity           81,803                          77,085                          64,626
                           ----------                      ----------                      ----------
  Total liabilities and
  stockholders' equity     $  778,162                      $  743,517                      $  646,654
                           ==========                      ==========                      ==========
Net interest income                    $  24,917                       $  24,728                       $  22,188
                                       =========                       =========                       =========
Net interest margin                                3.49%                           3.65%                           3.77%
                                                   ====                            ====                            ====
</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 $780,000, $828,000 and
         $821,000 for the years ended December 31, 2002, 2001 and 2000,
         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, 2002                   DECEMBER 31, 2001
                                       COMPARED TO                         COMPARED TO
                                    DECEMBER 31, 2001                   DECEMBER 31, 2000
                              ------------------------------      ------------------------------
                               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                   $ (2,511)       (41)    (2,470)     $   (504)       722     (1,226)
 Real estate(2)                 (2,389)     1,444     (3,883)        2,361      3,003       (642)
 Consumer                         (786)      (465)      (321)         (353)      (570)       217
Investment in debt and
 equity securities:
 U.S. Treasury and U.S.
 Government agencies            (1,860)     1,356     (3,216)          236        703       (467)
 State and municipal(2)           (227)      (165)       (62)          (20)        36        (56)
 Other                             (24)        10        (34)          (24)        50        (74)
Federal funds sold              (1,026)       (34)      (992)        1,122      1,494       (372)
Interest bearing deposits
 in other financial
 Institutions                      (51)       (23)       (28)          (65)        (8)       (57)
                              --------   --------   --------      --------   --------   --------
Total interest
  Income                        (8,874)     2,082    (10,956)        2,753      5,430     (2,677)
</TABLE>

Continued on next page

                                       14

<PAGE>

<TABLE>
<CAPTION>
                                                                     YEAR ENDED                             YEAR ENDED
                                                                  DECEMBER 31, 2002                      DECEMBER 31, 2001
                                                                     COMPARED TO                            COMPARED TO
                                                                  DECEMBER 31, 2001                      DECEMBER 31, 2000
                                                           -----------------------------           -----------------------------
                                                             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                                                  (1,035)       (5)   (1,030)               (453)      121      (574)
Savings                                                         (536)       50      (586)               (171)       99      (270)
Money market                                                    (937)       74    (1,011)               (353)      245      (598)
Time deposits of $100,000 and over                              (795)      418    (1,213)                300       510      (210)
Other time Deposits                                           (5,289)     (919)   (4,370)              1,094     1,804      (710)
Federal funds purchased and securities sold under
 agreements to repurchase                                       (215)      612      (827)                 57       737      (680)
Interest-bearing demand notes to U.S. Treasury                   (17)        3       (20)                (30)       (6)      (24)
Other borrowed money                                            (239)       57      (296)               (231)      (23)     (208)
                                                           ---------     -----    ------           ---------     -----    ------
Total interest Expense                                        (9,063)      290    (9,353)                213     3,487    (3,274)
                                                           ---------     -----    ------           ---------     -----    ------
NET INTEREST INCOME ON A FULLY TAXABLE EQUIVALENT BASIS    $     189     1,792    (1,603)          $   2,540     1,943       597
                                                           =========     =====    ======           =========     =====    ======
</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 $780,000, $828,000 and
         $821,000 for the years ended December 31, 2002, 2001 and 2000,
         respectively.

LENDING AND CREDIT MANAGEMENT

         Interest earned on the loan portfolio is a primary source of interest
income for our Company. Net loans represented 60.4% of total assets as of
December 31, 2002. Total loans increased steadily from December 31, 1998 through
December 31, 2002 due to stable local economies and reasonable interest rates.

         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,
                          --------------------------------------------------------------------------------------------------------
                                  2002                 2001                  2000                 1999                  1998
                            AMOUNT       %       AMOUNT       %        AMOUNT       %      AMOUNT       %        AMOUNT       %
                          ---------   ------   ---------    -----    ---------    -----   ---------    -----    ---------  -------
<S>                       <C>         <C>      <C>          <C>      <C>          <C>     <C>          <C>      <C>        <C>
Commercial, financial
  and agricultural        $ 147,851     30.4%  $ 137,235     29.5%   $ 151,330     32.3%  $ 114,469     35.1%   $  98,298    34.1%
Real estate -
  Construction               41,437      8.5      25,820      5.6       20,500      4.4      24,891      7.6       19,414     6.7
Real estate -
  Mortgage                  250,318     51.4     254,324     54.8      238,157     50.8     135,677     41.6      123,534    42.8
Installment loans
  to individuals             46,958      9.7      46,985     10.1       58,484     12.5      51,192     15.7       46,972    16.3
                          ---------            ---------             ---------            ---------             ---------
   Total loans            $ 486,564    100.0%  $ 464,364    100.0%   $ 468,471    100.0%  $ 326,229    100.0%   $ 288,218   100.0%
                          =========            =========             =========            =========             =========
</TABLE>

         Loans at December 31, 2002 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              $ 72,609       $ 44,558       $ 22,462          $  5,481       $  2,741      $ 147,851
Real estate -- construction        41,429              8             --                --             --         41,437
Real estate -- mortgage            28,720        120,610         35,910            46,907         18,171        250,318
Installment loans to
individuals                        17,837         28,624            197               211             89         46,958
                                ---------      ---------       --------          --------       --------      ---------
             Total loans        $ 160,595      $ 193,800       $ 58,569          $ 52,599       $ 21,001      $ 486,564
                                =========      =========       ========          ========       ========      =========
</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, 2002 our Company was
servicing approximately $197,000,000 of loans sold to the secondary market.

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

         The provision 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.

         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

                                       16

<PAGE>

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,
                                                    --------------------------------------------------------------------
                                                      2002           2001           2000           1999           1998
                                                      ----           ----           ----           ----           ----
<S>                                                 <C>             <C>            <C>            <C>            <C>
Analysis of allowance for loan losses:
Balance beginning of year                           $   6,673         6,940          4,765          4,413          3,914
Allowance for loan losses of
  acquired companies at date of acquisitions               --            --          1,150             --             --
Charge-offs:
  Commercial, financial, and agricultural                 146           689            273            410             90
  Real estate -- construction                              19           144             --             --             --
  Real estate -- mortgage                                  22            61             10             36             32
  Installment loans to individuals                        581           708            436            288            325
                                                    ---------       -------        -------        -------        -------
                                                          768         1,602            719            734            447
Recoveries:
  Commercial, financial, and agricultural                 115            22            409             57            111
  Real estate -- construction                              --            --             --             --             --
  Real estate -- mortgage                                   1             8             --              3             --
  Installment loans to individuals                        164           151            113            116            133
                                                    ---------       -------        -------        -------        -------
                                                          280           181            522            176            244
                                                    ---------       -------        -------        -------        -------
Net charge-offs                                           488         1,421            197            558            203
                                                    ---------       -------        -------        -------        -------
Provision for loan losses                                 936         1,154          1,222            910            702
                                                    ---------       -------        -------        -------        -------
Balance at end of year                              $   7,121         6,673          6,940          4,765          4,413
                                                    =========       =======        =======        =======        =======
Loans outstanding:
  Average                                           $ 475,366       462,468        423,553        303,492        279,679
  End of period                                       486,564       464,364        468,471        326,229        288,218
Allowance for loan
  losses to loans outstanding:
    Average                                              1.50%         1.44           1.64           1.57           1.58
    End of period                                        1.46          1.44           1.48           1.46           1.53
Net charge-offs to average
  loans outstanding                                      0.10          0.31           0.05           0.18           0.07
</TABLE>

<TABLE>
<CAPTION>
                                                                           YEAR ENDED DECEMBER 31,
                                                    --------------------------------------------------------------------
                                                      2002           2001           2000           1999           1998
                                                      ----           ----           ----           ----           ----
<S>                                                 <C>             <C>            <C>            <C>            <C>
Allocation of allowance for
 loan losses at end of period:
   Commercial, financial, and Agricultural          $   2,627         2,444          2,838          1,214            935
   Real estate -- construction                            168           104            530            479            496
   Real estate -- mortgage                              2,208         1,872          1,552          1,202          1,265
   Installment loans to individuals                       542           669            900            392            413
   Unallocated                                          1,576         1,584          1,120          1,478          1,304
                                                    ---------       -------        -------        -------        -------
     Total                                          $   7,121         6,673          6,940          4,765          4,413
                                                    =========       =======        =======        =======        =======
Percent of categories to total loans:
  Commercial, financial, and agricultural                30.4%         29.5           32.3           35.1           34.1
  Real estate -- construction                             8.5           5.6            4.4            7.6            6.7
  Real estate -- mortgage                                51.4          54.8           50.8           41.6           42.9
  Installment loans to individuals                        9.7          10.1           12.5           15.7           16.3
                                                    ---------       -------        -------        -------        -------
     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 $3,009,000 or 0.62% of
total loans at December 31, 2002 compared to $3,997,000 or 0.86% of total loans
at December 31, 2001. The following table summarizes our Company's nonperforming
assets at the dates indicated:

(DOLLARS EXPRESSED IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                              DECEMBER 31,
                                                 -----------------------------------------------------------------------
                                                   2002            2001            2000           1999            1998
                                                   ----            ----            ----           ----            ----
<S>                                              <C>              <C>             <C>            <C>             <C>
Nonaccrual loans:
  Commercial, financial,
      and agricultural                           $   1,179          2,518           2,648            841             102
  Real estate -- construction                           69             66           1,006            134             274
  Real estate -- mortgage                            1,152            842           3,584            507             272
  Installment loans to individuals                      81            124             453             57              59
                                                 ---------        -------         -------        -------         -------
    Total nonaccrual loans                           2,481          3,550           7,691          1,539             707
                                                 ---------        -------         -------        -------         -------

Loans contractually past-due 90 days
  or more and still accruing:
  Commercial, financial, and agricultural               85             96              --             --              --
  Real estate -- construction                          169             --              --             --              --
  Real estate -- mortgage                              254            299             237             --              --
  Installment loans to individuals                      20             52             154             22              18
                                                 ---------        -------         -------        -------         -------
    Total loans contractually past-due
      90 days or more and still accruing               528            447             391             22              18

Restructured loans                                      --             --              --            132              85
                                                 ---------        -------         -------        -------         -------
    Total nonperforming loans                        3,009          3,997           8,082          1,693             810
Other real estate                                      116            650              36             --              85
Repossessions                                          115            141             143             91              93
                                                 ---------        -------         -------        -------         -------
    Total nonperforming assets                   $   3,240          4,788           8,261          1,784             988
                                                 =========        =======         =======        =======         =======
Loans                                            $ 486,564        464,364         468,471        326,229         288.218
Allowance for loan losses to
  Loans                                               1.46%          1.44            1.48           1.46            1.53
Nonperforming loans to loans                          0.62           0.86            1.73           0.52            0.28
Allowance for loan losses to
  nonperforming loans                               236.66         166.98           85.87         281.45          544.81
Nonperforming assets to loans and
  foreclosed assets                                   0.67           1.03            1.76           0.55            0.34
</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 $203,000,
$591,000 and $727,000 for the years ended December 31, 2002, 2001 and 2000,
respectively. Approximately $39,000, $300,000 and $403,000 was actually recorded
as interest income on such loans for the year ended December 31, 2002, 2001 and
2000, 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, 2002 included in the table above, which were considered impaired,
management has identified

                                       19

<PAGE>

additional loans totaling approximately $9,137,000 which are not included in the
nonaccrual table above but are considered by management to be impaired. The
$9,137,000 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 $2,160,000.

         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, 2002 $1,352,000 of our Company's allowance for loan
losses related to impaired loans totaling approximately $11,618,000.

         As of December 31, 2002 and 2001 approximately $2,697,000 and
$9,527,000, 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, 2002,
management allocated $5,545,000 of the $7,121,000 total allowance for loan
losses to specific loan categories and $1,576,000 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, 2002 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, 2002 debt and equity securities classified as
available-for-sale represented 23.5% 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,
                                                  -----------------------------------------------------------------------
                                                                 2002                                  2001
                                                  -----------------------------------------------------------------------
                                                  AVAILABLE-    HELD-TO-               AVAILABLE-    HELD-TO-
                                                   FOR-SALE     MATURITY     TOTAL      FOR-SALE     MATURITY      TOTAL
                                                   --------     --------     -----      --------     --------      -----
<S>                                               <C>           <C>         <C>        <C>           <C>          <C>
U.S. Treasury securities                          $       --          --         --          517           --         517
U.S. Government agencies and corporations:
     Mortgage-backed                                   9,104          --      9,104        8,469           --       8,469
     Other                                           136,742          --    136,742      127,763           --     127,763
States and political Subdivisions                     35,804          --     35,804       39,940           --      39,940
Other debt securities                                  1,485          --      1,485        1,445           --       1,445
                                                  ----------    --------    -------      -------     --------     -------
   Total debt securities                             183,135          --    183,135      178,134           --     178,134
Federal Home Loan Bank
Stock                                                  2,829          --      2,829        2,755           --       2,755
Federal Reserve Bank
Stock                                                    750          --        750          750           --         750
Federal Agricultural
Mortgage Corporation                                      10          --         10           10           --          10
                                                  ----------    --------    -------     --------     --------     -------

Total investments                                 $  186,724          --    186,724      181,649           --     181,649
                                                  ==========    ========    =======     ========     ========     =======
</TABLE>

<TABLE>
<CAPTION>
                                                 DECEMBER 31,
                                    -----------------------------------
                                                    2000
                                    -----------------------------------
                                    AVAILABLE-      HELD-TO-
                                     FOR-SALE       MATURITY     TOTAL
                                     --------       --------     -----
<S>                                 <C>             <C>         <C>
U.S. Treasury securities                1,506            --       1,506

U.S. Government agencies
   and corporations:
     Mortgage-backed                    4,099           601       4,700
     Other                            102,461         3,500     105,961
States and political
   Subdivisions                        22,405        17,667      40,072
Other debt securities                     202           695         897
                                      -------        ------     -------
   Total debt securities              130,673        22,463     153,136
Federal Home Loan Bank
Stock                                   2,711            --       2,711
Federal Reserve Bank
Stock                                      60            --          60
Federal Agricultural
Mortgage Corporation                       10            --          10
                                      -------        ------     -------

Total investments                     133,454        22,463     155,917
                                      =======        ======     =======
</TABLE>

         As of December 31, 2002, 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
   AVAILABLE-FOR-SALE                                       OR LESS      FIVE YEARS      TEN YEARS      TEN YEARS      YIELD (1)
- ------------------------                                    -------      ----------      ---------      ---------      ---------
<S>                                                        <C>           <C>             <C>            <C>            <C>
U.S. Government agencies and corporations:
Mortgage-backed (2)                                        $    568           8,277            259             --           4.24
Other                                                        43,957          71,772         21,013             --           3.32
                                                           --------      ----------      ---------      ---------
Total U.S. Government agencies                               44,525          80,049         21,272             --           3.38
States and political subdivisions (3)                         3,361          17,484         12,548          2,411           6.65
Other debt security                                           1,007             478             --             --           5.63
                                                           --------      ----------      ---------      ---------
Total available-for-sale debt securities                   $ 48,893      $   98,011      $  33,820      $   2,411           4.02
                                                           ========      ==========      =========      =========
Weighted average yield (1)                                     2.74%           4.31%          4.97%          7.36%
</TABLE>

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

(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, 2002 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.

                                       22

<PAGE>

(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, 2002 $40,916,000 of debt securities classified as
available-for-sale in the table above had variable rate provisions with
adjustment periods ranging from one week 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, 2002 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 2.0% to 10.7%.

                                       23

<PAGE>

         The following table presents our Company's consolidated static gap
position at December 31, 2002 for the next twelve months and the potential
impact on net interest income for 2002 of an immediate 2% increase in interest
rates.

<TABLE>
<CAPTION>
                                                                                                           CUMULATIVE
                                                                                                          ONE THROUGH
                                                                                                          TWELVE MONTH
(DOLLARS EXPRESSED IN THOUSANDS)                                                                             PERIOD
                                                                                                          -------------
<S>                                                                                                       <C>
Assets maturing or repricing within one year                                                              $    403,250

Liabilities maturing or repricing within one year                                                              513,084
                                                                                                          ------------

          Gap                                                                                             $   (109,834)
                                                                                                          ============

Ratio of assets maturing or repricing to liabilities maturing or repricing                                          79%
                                                                                                          ============
Impact on net interest income of an immediate
          2.00% increase in interest rates                                                                $     (2,197)
                                                                                                          ============

Net interest income for 2002                                                                              $     24,138
                                                                                                          ============

Percentage change in 2002 net interest income due to an immediate 2.00% increase in interest rates               (9.10)%
                                                                                                          ============
</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, 2002 and 2001, our Company had certificates and other
time deposits in denominations of $100,000 or more which mature as follows:

(DOLLARS EXPRESSED IN THOUSANDS)

<TABLE>
<CAPTION>
                                                        DECEMBER 31,
                                               -------------------------------
                                                   2002              2001
                                                   ----              ----
<S>                                            <C>               <C>
Three months or less                           $     23,624      $     10,369
Over three months through six months                 14,570            13,507
Over six months through twelve months                12,694            16,941
Over twelve months                                   12,562             3,828
                                               ------------      ------------
                                               $     63,450      $     44,645
                                               ============      ============
</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>

(DOLLARS EXPRESSED IN THOUSANDS)

<TABLE>
<CAPTION>
                                 AT END OF PERIOD                                FOR THE PERIOD ENDING
                           ---------------------------              -----------------------------------------------
                                              WEIGHTED                                                     WEIGHTED
                                              AVERAGE                MAXIMUM                               AVERAGE
                                              INTEREST              MONTH-END           AVERAGE            INTEREST
                            BALANCE             RATE                 BALANCE            BALANCE              RATE
                            -------             ----                 -------            -------              ----
<S>                        <C>                <C>                   <C>                <C>                 <C>
December 31, 2002          $ 67,359            1.08                 $ 74,687           $  66,024             1.52
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
</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, have 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) certificates 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, 2002, the amounts of available credit from the FHLB totaled $85,145,000. As
of December 31, 2002, the Banks had $22,844,000 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, our Company has $20,000,000 line
of credit with a correspondent bank of which approximately $7,500,000 is in use.

         Our Company's liquidity depends primarily on the dividends paid to it
as the sole shareholder of our subsidiary Banks. As discussed in Note 3 to our
company's consolidated financial statements, the Banks may pay up to $2,407,000
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, 2002 are as follows:

(DOLLARS EXPRESSED IN THOUSANDS)

<TABLE>
<CAPTION>
                                                      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           $ 91,291            74,193            10,869             4,252          1,977
Standby letters of credit            2,593             1,922               149               300            222
</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 time deposits and other borrowed money at
December 31, 2002 are as follows:

(DOLLARS EXPRESSED IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                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                       $307,817           206,083            85,833            15,481                420
Other borrowed money                  41,795            27,591            11,751             1,142              1,311
</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, 2002 is
included in Note 3 of our Company's consolidated financial statements included
elsewhere in this report.

RECENT ACCOUNTING PRONOUNCEMENTS

         In July 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 142, Goodwill and Other
Intangible Assets (SFAS 142). SFAS 142 requires that goodwill and 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

                                       26

<PAGE>

useful lives be amortized over their respective estimated useful lives to their
estimated residual values, and reviewed for impairment in accordance with SFAS
121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of. The amortization of goodwill ceased upon adoption of
SFAS 142, which for calendar year-end companies was January 1, 2002.

         On January 1, 2002, our Company adopted SFAS 142. At the date of
adoption, our Company had unamortized goodwill of $23,408,000, core deposit
intangibles of $879,000, consulting/noncompete agreements of $275,000, and
mortgage servicing rights of $1,134,000, all of which were subject to the
transition provisions of SFAS 142. Under SFAS 142, our Company will continue to
amortize, on an accelerated basis, its core deposit intangibles associated with
the purchase of Citizens Union State Bank and Trust. Goodwill associated with
the purchase of subsidiaries will no longer be amortized, but instead, will be
tested annually for impairment following our Company's existing methods of
measuring and recording impairment losses. Our Company has completed the
transitional goodwill impairment test required under SFAS 142 to determine the
potential impact, if any, on the consolidated financial statements. The results
of the transitional goodwill impairment testing did not identify any impairment
losses.

         The gross carrying amount and accumulated amortization of our Company's
amortized intangible assets for the periods ended December 31, 2002 and 2001 are
as follows:

<TABLE>
<CAPTION>
                                                   December 31, 2002                    December 31, 2001
                                             -----------------------------        ----------------------------
                                                Gross                              Gross
                                               Carrying       Accumulated         Carrying        Accumulated
                                                Amount        Amortization         Amount         Amortization
                                             -----------      ------------        ---------       ------------
<S>                                          <C>              <C>                 <C>             <C>
Amortized intangible assets:
    Core deposit intangible                  $ 1,800,000       (1,069,860)        1,800,000          (921,180)
    Consulting/Noncompete agreements             900,000         (775,000)          900,000          (625,000)
                                             -----------       ----------         ---------        ----------
                                             $ 2,700,000       (1,844,860)        2,700,000        (1,546,180)
                                             ===========       ==========         =========        ==========
</TABLE>

         The aggregate amortization expense of intangible assets subject to
amortization for the past three years, is as follows:

<TABLE>
<CAPTION>
                                               Twelve Months Ended
                                                    December 31,
                                               2002               2001               2000
                                           -----------           -------            -------
<S>                                        <C>                   <C>                <C>
Aggregate amortization expense             $   298,680           313,080            346,560
                                           ===========           =======            =======
</TABLE>

         The estimated amortization expense for the next five years is as
follows:

<TABLE>
<S>                                       <C>
Estimated amortization expense:
         For year ended 2003              $ 273,680
         For year ended 2004                148,680
         For year ended 2005                148,680
         For year ended 2006                148,680
         For year ended 2007                135,420
</TABLE>

                                       27

<PAGE>

         Our Company's mortgage servicing rights are amortized in proportion to
the related estimated net servicing income on a straight line basis over the
estimated lives of the related mortgages which is seven years. Changes in
mortgage servicing rights, net of amortization, for the periods indicated were
as follows:

<TABLE>
<CAPTION>
                                                               December 31,
                                                  2002              2001              2000
                                              -----------        ---------          -------
<S>                                           <C>                <C>                <C>
Balance, beginning of period                  $ 1,134,234          621,827          229,604
Originated mortgage servicing rights              919,014          727,429          216,400
Obtained in acquisitions                               --               --          250,988
Amortization                                     (278,835)        (162,206)         (75,165)
Impairment charge                                (258,565)         (52,816)              --
                                              -----------        ---------          -------
Balance, end of period                        $ 1,515,848        1,134,234          621,827
                                              ===========        =========          =======
</TABLE>

         The estimated amortization expense for the next five years is as
follows:

<TABLE>
<S>                                       <C>
Estimated amortization expense:
         For year ended 2003              $ 297,213
         For year ended 2004                255,708
         For year ended 2005                254,516
         For year ended 2006                250,600
         For year ended 2007                250,600
</TABLE>

         Our Company's goodwill associated with the purchase of subsidiaries by
reporting segments for the periods ended December 31, 2002 and 2001 is
summarized as follows:

<TABLE>
<CAPTION>
                                                                December 31, 2002
                                     The Exchange      Citizens Union
                                     National Bank     State Bank and         Osage
                                     of Jefferson         Trust of         Valley Bank
                                         City             Clinton           of Warsaw           Total
                                     -------------     --------------     -------------       ----------
<S>                                  <C>               <C>                 <C>                <C>
Goodwill associated with the
  purchase of subsidiaries           $   4,382,098        14,912,760        4,112,876         23,407,734
                                     =============        ==========        =========         ==========
</TABLE>

<TABLE>
<CAPTION>
                                                                December 31, 2001
                                     The Exchange      Citizens Union
                                     National Bank     State Bank and        Osage
                                     of Jefferson        Trust of          Valley Bank
                                        City              Clinton           of Warsaw           Total
                                     -------------     --------------     -------------       ----------
<S>                                  <C>               <C>                 <C>                <C>
Goodwill associated with the
   purchase of subsidiaries          $   4,382,098        14,912,760        4,112,876         23,407,734
                                     =============        ==========        =========         ==========
</TABLE>

                                       28

<PAGE>

         The following is a reconciliation of reported net income to net income
adjusted to reflect the adoption of SFAS 142:

(DOLLARS EXPRESSED IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                            DECEMBER 31,
                                              -----------------------------------------
                                               2002            2001              2000
                                              -------         -------           -------
<S>                                           <C>             <C>               <C>
Net Income:
Reported net income                           $ 8,093         $ 7,102           $ 5,485
Add back - goodwill amortization                   --           1,219               973
                                              -------         -------           -------
Adjusted net income                             8,093           8,321             6,458
                                              =======         =======           =======
Basic earnings per share:
As reported                                   $  2.86         $  2.48           $  2.05
Add back - goodwill amortization                   --            0.43              0.37
                                              -------         -------           -------
Adjusted basic earnings per share             $  2.86         $  2.91           $  2.42
                                              =======         =======           =======
Diluted earnings per share:
As reported                                   $  2.85         $  2.48           $  2.05
Add back - goodwill amortization                   --            0.43              0.37
                                              -------         -------           -------
Adjusted diluted earnings per share           $  2.85         $  2.91           $  2.42
                                              =======         =======           =======
</TABLE>

         In August 2001, FASB issued Statement of Financial Accounting Standards
No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS
144). SFAS 144 addresses financial accounting and reporting for the impairment
or disposal of long-lived assets. While SFAS 144 supersedes SFAS 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.
SAFS 144 also supersedes 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 extend 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. SFAS 144 is effective for fiscal years beginning
after December 31, 2001 and interim financial periods within those fiscal years.
The adoption of this statement did not have a material effect on our Company's
consolidated financial statements.

         In October 2002, FASB issued Statement of Financial Accounting
Standards No. 147, Acquisitions of Certain Financial Institutions (SFAS 147).
SFAS 147 brings all business combinations involving financial institutions,
except mutuals, into the scope of SFAS No. 141, Business Combinations. SFAS 147
requires that all acquisitions of financial institutions that meet the
definition of a business, including acquisitions of part of a financial
institution that meet the definitions of a business, must be accounted for in
accordance with SFAS 141 and the related intangibles accounted for in accordance
with SFAS 142. SFAS 147 removes such acquisitions from the scope of SFAS No. 72,
Accounting for Certain Acquisitions of Banking or Thrift Institutions, which was
adopted in February 1983 to address financial institutions' acquisitions during
a period when many of such acquisitions involved "troubled" institutions. SFAS
147 also amends SFAS 144 to include in its scope long-term customer-relationship
intangible assets of financial institutions. SFAS 147 is generally effective
immediately and provides guidance with respect to amortization and impairment of
intangibles recognized in connection with acquisitions

                                       29

<PAGE>

previously within the scope of SFAS 72. The adoption of SFAS 147 will not have a
material effect on our Company's consolidated financial statements.

         In November 2002, the FASB issued FASB Interpretation No. 45 ("FIN
45"), Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others. FIN 45 expands
disclosures to be made by a guarantor in its financial statements about its
obligations under certain guarantees and requires the guarantor to recognize a
liability for the fair value of an obligation assumed under a guarantee. FIN 45
applies to most types of guarantees except for, among others, guarantees
relating to employee compensation, residual value guarantees under capital lease
arrangements, commercial letters of credit, loan commitments, and guarantees of
a company's own future performance.

         Historically, the guarantor has not recorded guarantees until it was
probable that a payment would be required under the guarantee. The new
accounting requirements now require a guarantor to record a liability at its
fair value at the time the guarantee is made. Certain guarantees are subject to
the disclosure requirements of FIN 45, but not its recognition provisions. These
guarantees include, but are limited to, guarantees treated as derivatives under
SFAS 133, guarantees that are considered contingent consideration in a business
combination, and guarantees issued between parent corporations and their
subsidiaries or between entities under common control. The new disclosure
requirements require a guarantor to disclose the following about each guarantee:
the overall details of the guarantee, the maximum potential amount of future
payments that could be required, the carrying amount of the guarantor's
obligation under the guarantee, the fair value of the liability included in the
statement of financial position, and the nature and extent of recourse
provisions and collateral related to the guarantee and the extent of any
potential amounts that the guarantor may recover from third parties as a result
of payments made under the guarantee.

         The new accounting requirements are to be applied prospectively to any
guarantees issued or modified after December 31, 2002. The new disclosure
requirements are applicable to all guarantees covered by this interpretation, no
matter when issued, and are effective for interim or annual financial statements
for periods ending after December 15, 2002. Additional information related to
our Company's significant guarantees are disclosed in Footnote 17 in the notes
to our Company's 2002 consolidated financial statements. The adoption of this
FIN 45 is not expected to have a material effect on our Company's consolidated
financial statements.

         In December 2002, the FASB issued Statement of Financial Accounting
Standards No. 148, Accounting for Stock-Based Compensation-Transition and
Disclosure (SFAS 148), which amends SFAS No. 123, Accounting for Stock-Based
Compensation. SFAS No. 148 requires more frequent and prominent disclosures in
the financial statements about the effects of stock-based compensation. It also
provides alternative methods for the voluntary transition to the expense
recognition method of accounting for stock options. The transition and annual
disclosure provisions of SFAS No. 148 are effective for fiscal years ending
after December 15, 2002 and are included in Footnote 1 in the notes to our
Company's 2002 consolidated financial statements, with earlier application
permitted in certain circumstances. The interim disclosure provisions are
effective for financial reports containing financial statements for interim
periods beginning after December 15, 2002. The adoption of this Statement did
not have a material effect on our Company's 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, 2002.

                                       30

<PAGE>

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, 2002 reflect fair values of approximately
$11,694,000 more than the amounts recorded on the consolidated balance sheet.
The fair value of financial liabilities as of December 31, 2002 reflected fair
values of approximately $8,220,000 more 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 Banks' management include the standard gap report
subject to different rate shock scenarios. At December 31, 2002, 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. However there are no assurances that the
change will not be more or less than this estimate.

                                       31

<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.                                                           33

Consolidated Balance Sheets as of December 31, 2002 and 2001.                           34

Consolidated Statements of Income for each of the years ended
December 31, 2002, 2001 and 2000.                                                       35

Consolidated Statements of Stockholders' Equity and Comprehensive
Income for each of the years ended December 31, 2002, 2001 and 2000.                    36

Consolidated Statements of Cash Flows for each of the years ended
December 31, 2002, 2001 and 2000.                                                       37

Notes to Consolidated Financial Statements.                                             38
</TABLE>

                                       32

<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 (Company) as of December 31, 2002 and
2001, 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, 2002. 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, 2002 and 2001, and the
results of their operations and cash flows for each of the years in the
three-year period ended December 31, 2002 in conformity with accounting
principles generally accepted in the United States of America.

As discussed in note 1 to the consolidated financial statements, effective
January 1, 2002, the Company adopted Statement of Financial Accounting Standards
No.142, Goodwill and Other Intangible Assets.

/s/ KPMG, LLP

St. Louis, Missouri
February 21, 2003

                                       33

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                          Consolidated Balance Sheets

                           December 31, 2002 and 2001

<TABLE>
<CAPTION>
                                                                                     2002              2001
                                                                                 -------------      -----------
<S>                                                                              <C>                <C>
                                    ASSETS
Loans, net of allowance for loan losses of $7,121,114 and
  $6,673,586 at December 31, 2002 and 2001, respectively                         $ 479,443,190      457,690,046
Investment in available-for-sale debt and equity securities, at fair value         186,724,362      181,649,054
Federal funds sold                                                                  49,669,213       54,481,931
Cash and due from banks                                                             27,742,030       31,127,216
Premises and equipment                                                              16,586,332       15,193,390
Accrued interest receivable                                                          5,539,661        6,019,680
Goodwill                                                                            23,407,734       23,407,734
Intangible assets                                                                      855,140        1,153,820
Other assets                                                                         4,450,250        5,102,465
                                                                                 -------------      -----------
                                                                                 $ 794,417,912      775,825,336
                                                                                 =============      ===========
                      LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
  Demand                                                                         $  77,474,471       78,637,109
  NOW                                                                               93,728,675       92,027,032
  Savings                                                                           49,720,928       48,686,631
  Money market                                                                      62,449,717       61,693,528
  Time deposits $100,000 and over                                                   63,449,382       44,645,154
  Other time deposits                                                              244,367,479      254,104,736
                                                                                 -------------      -----------
         Total deposits                                                            591,190,652      579,794,190

Securities sold under agreements to repurchase                                      67,359,199       61,644,544
Interest-bearing demand notes to U.S. Treasury                                       3,061,503          388,122
Other borrowed money                                                                41,795,016       43,137,614
Accrued interest payable                                                             1,984,745        3,059,714
Other liabilities                                                                    6,199,677        9,448,504
                                                                                 -------------      -----------
         Total liabilities                                                         711,590,792      697,472,688
                                                                                 -------------      -----------
Commitments and contingent liabilities

Stockholders' equity:
  Common stock, $1 par value. Authorized 15,000,000 shares;
    issued 2,865,601 and 2,863,493 shares at December 31,
    2002 and 2001, respectively                                                      2,865,601        2,863,493
  Surplus                                                                           21,983,467       21,970,425
  Retained earnings                                                                 58,363,271       52,783,864
  Accumulated other comprehensive income, net of tax                                 2,294,471        1,542,272
  Treasury stock; 86,680 and 29,348 shares, at cost, at December 31,
    2002 and 2001, respectively                                                     (2,679,690)        (807,406)
                                                                                 -------------      -----------
         Total stockholders' equity                                                 82,827,120       78,352,648
                                                                                 -------------      -----------
                                                                                 $ 794,417,912      775,825,336
                                                                                 =============      ===========
</TABLE>

See accompanying notes to consolidated financial statements.

                                       34

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                        Consolidated Statements of Income

                 Years ended December 31, 2002, 2001, and 2000

<TABLE>
<CAPTION>
                                                                       2002             2001           2000
                                                                   -------------     ----------     ----------
<S>                                                                <C>               <C>            <C>
Interest income:
  Interest and fees on loans                                       $  32,257,968     37,935,476     36,427,148
  Interest and dividends on debt and equity securities:
    U.S. Treasury securities                                              28,980         70,717        163,665
    Securities of U.S. government agencies                             5,463,353      7,281,692      6,952,067
    Obligations of states and political subdivisions                   1,720,441      1,906,703      1,940,162
    Other securities                                                     214,850        238,634        262,614
  Interest on federal funds sold                                         734,675      1,762,453        639,650
  Interest on time deposits with other banks                              43,030         94,084        159,014
                                                                   -------------     ----------     ----------
         Total interest income                                        40,463,297     49,289,759     46,544,320
                                                                   -------------     ----------     ----------
Interest expense:
  NOW accounts                                                           910,699      1,946,178      2,399,529
  Savings accounts                                                       513,664      1,050,084      1,221,390
  Money market accounts                                                  856,499      1,793,160      2,145,648
  Time deposit accounts $100,000 and over                              1,433,624      2,662,260      2,362,977
  Other time deposit accounts                                          9,354,715     14,210,160     13,116,358
  Securities sold under agreements to repurchase                       1,002,997      1,209,056        991,264
  Interest-bearing demand notes to U.S. Treasury                          11,436         27,801         57,893
  Federal funds purchased                                                    817          9,885        170,372
  Other borrowed money                                                 2,241,249      2,480,840      2,712,166
                                                                   -------------     ----------     ----------
         Total interest expense                                       16,325,700     25,389,424     25,177,597
                                                                   -------------     ----------     ----------
         Net interest income                                          24,137,597     23,900,335     21,366,723

Provision for loan losses                                                936,000      1,154,000      1,222,000
                                                                   -------------     ----------     ----------
         Net interest income after provision for loan losses          23,201,597     22,746,335     20,144,723
                                                                   -------------     ----------     ----------
Noninterest income:
  Service charges on deposit accounts                                  2,684,126      2,097,242      1,569,331
  Trust department income                                                512,924        429,602        559,904
  Brokerage commissions                                                   87,623         90,707         89,324
  Mortgage loan servicing fees                                           221,581        462,689        536,024
  Gain on sales of mortgage loans                                      1,768,091      1,458,683        402,402
  Gain (loss) on sales and calls of debt securities                      162,769         97,808        (27,710)
  Credit card fees                                                       152,550        149,577        145,028
  Other                                                                  513,006        610,615        316,203
                                                                   -------------     ----------     ----------
                                                                       6,102,670      5,396,923      3,590,506
                                                                   -------------     ----------     ----------
Noninterest expense:
  Salaries and employee benefits                                       9,336,627      8,789,578      7,429,043
  Occupancy expense, net                                               1,079,023      1,005,905        981,101
  Furniture and equipment expense                                      1,887,225      1,596,569      1,563,184
  FDIC insurance assessment                                              103,213        130,725        126,668
  Advertising and promotion                                              466,994        457,498        336,060
  Credit card expenses                                                    94,751         96,317        100,909
  Amortization of goodwill                                                    --      1,218,892        972,783
  Amortization of intangible assets                                      298,680        313,080        346,560
  Other                                                                4,565,084      3,791,528      3,801,933
                                                                   -------------     ----------     ----------
                                                                      17,831,597     17,400,092     15,658,241
                                                                   -------------     ----------     ----------
         Income before income taxes                                   11,472,670     10,743,166      8,076,988

Income taxes                                                           3,379,380      3,640,956      2,592,319
                                                                   -------------     ----------     ----------
         Net income                                                $   8,093,290      7,102,210      5,484,669
                                                                   =============     ==========     ==========
Basic earnings per share                                                    2.86           2.48           2.05
Diluted earnings per share                                         $        2.85           2.48           2.05
</TABLE>

See accompanying notes to consolidated financial statements.

                                       35

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

    Consolidated Statements of Stockholders' Equity and comprehensive Income

                 Years ended December 31, 2002, 2001, and 2000

<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, 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, $0.85 per share                    --           --    (2,260,109)           --            --    (2,260,109)
                                                  ------------   ----------    ----------     ---------    ----------    ----------
Balance, December 31, 2000                           2,863,493   21,955,275    48,106,530       658,439            --    73,583,737

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

Comprehensive income:
  Net income                                                --           --     8,093,290            --            --     8,093,290
  Other comprehensive income:
    Unrealized gain on debt
      and equity securities available-
      for-sale, net of tax                                  --           --            --       859,627            --       859,627
    Adjustment for gain on sales and
      calls of debt and equity securities,
      net of tax                                            --           --            --      (107,428)           --      (107,428)
                                                                                                                         ----------
              Total other comprehensive income                                                                              752,199
                                                                                                                         ----------
              Total comprehensive income                                                                                  8,845,489
                                                                                                                         ----------
Adjustment for deferred compensation plan                   --       15,150            --                          --        15,150
Stock options exercised                                  2,108       (2,108)           --            --            --            --
Proceeds from sale of treasury stock                        --           --        (3,560)           --        39,527        35,967
Purchase of common stock                                    --           --                          --    (1,911,811)   (1,911,811)
Cash dividends declared, $0.89 per share                    --           --    (2,510,323)           --                  (2,510,323)
                                                  ------------   ----------    ----------     ---------    ----------    ----------
Balance, December 31, 2002                        $  2,865,601   21,983,467    58,363,271     2,294,471    (2,679,690)   82,827,120
                                                  ============   ==========    ==========     =========    ==========    ==========
</TABLE>

See accompanying notes to consolidated financial statements.

                                       36

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows

                  Years ended December 31, 2002, 2001, and 2000

<TABLE>
<CAPTION>
                                                                                     2002               2001             2000
                                                                                --------------       -----------      -----------
<S>                                                                             <C>                  <C>              <C>
Cash flows from operating activities:
  Net income                                                                    $    8,093,290         7,102,210        5,484,669
  Adjustments to reconcile net income to net cash provided by operating
   activities:
    Provision for loan losses                                                          936,000         1,154,000        1,222,000
    Depreciation expense                                                             1,426,460         1,263,896        1,281,252
    Net amortization (accretion) of debt securities, premiums, and
      discounts                                                                        999,445          (495,576)        (398,714)
    Amortization of goodwill                                                                --         1,218,892          972,783
    Amortization of intangible assets                                                  298,680           313,080          346,560
    Decrease (increase) in accrued interest receivable                                 480,019           775,588       (1,128,303)
    Increase in other assets                                                          (295,284)         (364,719)         (11,830)
    (Decrease) increase in accrued interest payable                                 (1,074,969)       (1,360,340)       1,119,991
    (Decrease) increase in other liabilities                                        (3,248,827)        3,431,774        3,380,550
    (Gain) loss on sales and calls of debt securities                                 (162,769)          (97,808)          27,710
    Origination of mortgage loans for sale                                        (107,312,242)     (106,922,389)     (27,235,887)
    Proceeds from the sale of mortgage loans                                       109,080,333       108,381,072       27,638,289
    Gain on sale of mortgage loans                                                  (1,768,091)       (1,458,683)        (402,402)
    Loss (gain) on sales of premises and equipment                                       3,417          (127,379)              --
    Other, net                                                                          32,223            21,272         (448,945)
                                                                                --------------       -----------      -----------
              Net cash provided by operating activities                              7,487,685        12,834,890       11,847,723
                                                                                --------------       -----------      -----------
Cash flows from investing activities:
  Net (increase) decrease in loans                                                 (23,528,051)        1,053,703      (19,977,196)
  Purchases of debt securities:
    Available-for-sale                                                            (124,050,131)     (207,926,512)     (86,579,932)
    Held-to-maturity                                                                        --                --         (567,724)
  Proceeds from maturities of debt securities:
    Available-for-sale                                                              68,043,902       129,048,704       90,941,266
    Held-to-maturity                                                                        --                --        6,072,430
  Proceeds from calls of debt securities:
    Available-for-sale                                                              38,827,250        52,935,000        2,155,000
    Held-to-maturity                                                                        --                --        1,010,000
  Proceeds from sales of debt securities:
    Available-for-sale                                                              12,406,693         2,106,018          978,878
  Purchase of subsidiaries, net of cash and cash equivalents acquired                       --                --       (8,320,751)
  Purchases of premises and equipment                                               (2,838,819)       (2,304,551)      (1,444,691)
  Proceeds from sales of premises and equipment                                         16,000         1,765,866           52,478
  Proceeds from sales of other real estate owned and repossessions                   1,398,910         1,022,185          828,336
                                                                                --------------       -----------      -----------
              Net cash used in investing activities                                (29,724,246)      (22,299,587)     (14,851,906)
                                                                                --------------       -----------      -----------
Cash flows from financing activities:
  Net (decrease) increase in demand deposits                                        (1,162,638)        9,914,274      (16,447,426)
  Net increase in interest-bearing transaction accounts                              3,492,129         3,608,271        5,768,350
  Net increase (decrease) in time deposits                                           9,066,971        (9,991,242)      32,059,340
  Net increase (decrease) in securities sold under agreements to repurchase          5,714,655        45,246,060      (10,695,771)
  Net increase (decrease) in interest-bearing demand notes to U.S. Treasury          2,673,381          (155,545)      (2,204,269)
  Proceeds from bank debt                                                                   --                --       12,000,000
  Proceeds from Federal Home Loan Bank advances                                             --         3,400,000       12,000,000
  Proceeds from sale of common stock                                                        --                --               --
  Proceeds from sale of treasury stock                                                  35,967                --               --
  Repayment of bank debt and Federal Home Loan Bank advances                        (1,342,598)       (2,640,173)     (11,037,964)
  Cash dividends paid                                                               (2,493,247)       (2,424,876)      (2,114,804)
  Purchase of common stock                                                          (1,911,811)         (807,406)              --
                                                                                --------------       -----------      -----------
              Net cash provided by financing activities                             14,072,809        46,149,363       19,327,456
                                                                                --------------       -----------      -----------
              Net (decrease) increase in cash and cash equivalents                  (8,163,752)       36,684,666       16,323,273

Cash and cash equivalents, beginning of year                                        85,609,147        48,924,481       32,601,208
                                                                                --------------       -----------      -----------
Cash and cash equivalents, end of year                                          $   77,445,395        85,609,147       48,924,481
                                                                                ==============       ===========      ===========
Supplemental disclosure of cash flow information:
  Cash paid (received) during the year for:
    Interest                                                                    $   17,400,669        26,749,764       23,136,391
    Income taxes                                                                     4,509,122         1,103,960         (232,547)
Supplemental schedule of noncash investing activities:
  Other real estate and repossessions acquired in settlement of loans           $      838,907         1,633,693          915,987
  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               --
</TABLE>

See accompanying notes to consolidated financial statements.

                                       37

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2002, 2001, and 2000

(1)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Exchange National Bancshares, Inc. (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, (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. and its wholly owned subsidiary,
                  Osage Valley Bank of Warsaw. All significant intercompany
                  accounts and transactions have been eliminated in
                  consolidation.

                  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.

                                                                     (Continued)

                                       38

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2002, 2001, and 2000

                  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, 2002
                  and 2001, no mortgage loans were held for sale. Mortgage loan
                  servicing fees earned on loans sold to Freddie Mac are
                  reported as income when the related loan payments are
                  collected. Operational costs to service such loans are charged
                  to expense as incurred.

                  ALLOWANCE FOR LOAN LOSSES

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

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

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

                  INVESTMENT IN DEBT AND EQUITY SECURITIES

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

                                                                     (Continued)

                                       39

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2002, 2001, and 2000

                  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.

                  GOODWILL AND OTHER INTANGIBLE ASSETS

                  Goodwill represents the excess of costs over fair value of
                  assets of businesses acquired. The Company adopted the
                  provisions of Statement of Financial Accounting Standards
                  (SFAS) No. 142, Goodwill and Other Intangible Assets, as of
                  January 1, 2002. Goodwill and intangible assets acquired in a
                  purchase business combination and determined to have an
                  indefinite useful life are not amortized, but instead tested
                  for impairment at least annually in accordance with the
                  provisions of SFAS No. 142. SFAS No. 142 also requires that
                  intangible assets with estimable useful lives be amortized
                  over their respective estimated useful lives to their
                  estimated residual values, and reviewed for impairment in
                  accordance with SFAS No. 144, Accounting for Impairment or
                  Disposal of Long-Lived Assets.

                                                                     (Continued)

                                       40

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2002, 2001, and 2000

                  In connection with SFAS No. 142's transitional goodwill
                  impairment evaluation, the Statement required the Company to
                  perform an assessment of whether there was an indication that
                  goodwill is impaired as of the date of adoption. To accomplish
                  this, the Company was required to identify its reporting units
                  and determine the carrying value of each reporting unit by
                  assigning the assets and liabilities, including the existing
                  goodwill and intangible assets, to those reporting units as of
                  January 1, 2002. The Company was required to determine the
                  fair value of each reporting unit and compare it to the
                  carrying value of the reporting unit within six months of
                  January 1, 2002. To the extent the carrying amount of a
                  reporting unit exceeded the fair value of the reporting unit,
                  the Company would be required to perform the second step of
                  the transitional impairment test, as this is an indication
                  that the reporting unit may be impaired. The second step was
                  not required because the fair value exceeded the carrying
                  value for the reporting units.

                  Prior to the adoption of SFAS No. 142, goodwill was amortized
                  on a straight-line basis over the expected periods to be
                  benefited, generally 20 to 25 years, and assessed for
                  recoverability by determining whether the amortization of the
                  goodwill balance over its remaining life could be recovered
                  through undiscounted future operating cash flows of the
                  acquired operation. All other intangible assets were amortized
                  on straight-line or accelerated methods ranging from 6 to 10
                  years. The amount of goodwill and other intangible asset
                  impairment, if any, was measured based on projected discounted
                  future operating cash flows using a discount rate reflecting
                  the Company's average cost of funds.

                  The core deposit intangible established in the acquisition of
                  USB is being amortized over a ten-year period on an
                  accelerated method of amortization. Other intangible assets
                  are amortized over periods up to six years.

                  IMPAIRMENT OF LONG-LIVED ASSETS

                  SFAS No. 144 provides a single accounting model for long-lived
                  assets to be disposed of. SFAS No. 144 also changes the
                  criteria for classifying an asset as held for sale; and
                  broadens the scope of businesses to be disposed of that
                  qualify for reporting as discontinued operations and changes
                  the timing of recognizing losses on such operations. The
                  Company adopted SFAS No. 144 on January 1, 2002. The adoption
                  of SFAS No. 144 did not affect the Company's consolidated
                  financial statements.

                  In accordance with SFAS No. 144, long-lived assets, such as
                  property, plant, and equipment, and purchased intangibles
                  subject to amortization, are 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 estimated undiscounted future
                  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. Assets to be disposed of would be separately
                  presented in the balance sheet and reported at the lower of
                  the carrying amount or fair value less costs to sell, and are
                  no longer depreciated. The assets and liabilities of a
                  disposed group classified as held for sale would be presented
                  separately in the appropriate asset and liability sections of
                  the balance sheet.

                                                                     (Continued)

                                       41

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2002, 2001, and 2000

                  Goodwill and intangible assets not subject to amortization are
                  tested annually for impairment, and are tested for impairment
                  more frequently if events and circumstances indicate that the
                  asset might be impaired. An impairment loss is recognized to
                  the extent that the carrying amount exceeds the asset's fair
                  value.

                  Prior to the adoption of SFAS No. 144, the Company accounted
                  for long-lived assets in accordance with SFAS No. 121,
                  Accounting for Impairment of Long-Lived Assets and for
                  Long-Lived Assets to be Disposed Of.

                  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.

                                                                     (Continued)

                                       42

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2002, 2001, and 2000

         EARNINGS PER SHARE

         Earnings per share was computed as follows:

<TABLE>
<CAPTION>
                                               2002          2001         2000
                                            ----------    ---------    ---------
<S>                                         <C>           <C>          <C>
Net income, basic and diluted               $8,093,290    7,102,210    5,484,669

Average shares outstanding                   2,828,572    2,858,252    2,669,370

Effect of dilutive stock options                 6,870          687           --
                                            ----------    ---------    ---------
Average shares outstanding including
  dilutive stock options                    $2,835,442    2,858,939    2,669,370
                                            ==========    =========    =========
Net income per share, basic                 $     2.86         2.48         2.05

Net income per share, diluted               $     2.85         2.48         2.05
</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 SFAS No. 123, Accounting for
         Stock-Based Compensation, had been applied.

                                                                     (Continued)

                                       43

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2002, 2001, and 2000

         The following table illustrates the effect on net income if the
         fair-value-based method had been applied to all outstanding and
         unvested awards in each period:

<TABLE>
<CAPTION>
                                            2002              2001             2000
                                       -------------        ---------        ---------
<S>                                    <C>                  <C>              <C>
Net income:
  As reported                          $   8,093,290        7,102,210        5,484,669
  Deduct total stock-based employee
   compensation expense determined
   under fair-value based method for
   all awards, net of tax                    (61,110)         (30,233)         (30,233)
                                       -------------        ---------        ---------
  Pro forma                            $   8,032,180        7,071,977        5,454,436
                                       =============        =========        =========

Pro forma earnings per common share:
  As reported basic                    $        2.86             2.48             2.05
  Pro forma basic                               2.84             2.47             2.04

  As reported diluted                           2.85             2.48             2.05
  Pro forma diluted                             2.83             2.47             2.04

  Treasury Stock
</TABLE>

         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.

         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 STANDARDS

         In November 2002, the FASB issued FASB Interpretation No. 45 (FIN No.
         45), Guarantor's Accounting and Disclosure Requirements for Guarantees,
         Including Indirect Guarantees of Indebtedness of Others, an
         interpretation of FASB statements No. 5, 57, and 107, and a rescission
         of FASB interpretation No. 34. FIN No. 45 elaborates on the disclosures
         to be made by a guarantor in its financial statements about its
         obligation under guarantees issued. The interpretation also clarifies
         that a guarantor is required to recognize, at inception of a guarantee,
         a liability for the fair value of the obligation undertaken. The
         initial recognition and measurement provisions of the interpretation
         are applicable to guarantees issued or modified after December 31, 2002
         and are not expected to have a material effect on the Company's
         consolidated financial statements. The disclosure

                                                                     (Continued)

                                       44

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2002, 2001, and 2000

                  requirements are effective for financial statements for
                  periods ending after December 15, 2002 and are included in the
                  notes to these consolidated financial statements.

                  In December 2002, the FASB issued SFAS No. 148, Accounting for
                  Stock-Based Compensation - Transition and Disclosure, an
                  amendment of FASB Statement No. 123. This Statement amends
                  FASB Statement No. 123, Accounting for Stock-Based
                  Compensation, to provide alternative methods of transition for
                  a voluntary change to the fair value method of accounting for
                  stock-based employee compensation. In addition, this Statement
                  amends the disclosure requirements of SFAS No. 123 to require
                  prominent disclosures in both annual and interim financial
                  statements. Certain of the disclosure modifications are
                  required for fiscal years ending after December 15, 2002 and
                  are included in the notes to these consolidated financial
                  statements.

                  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. (Mid Central), a one-bank
         holding company located in Warsaw, Missouri. At the date of
         acquisition, Mid Central had total assets and deposits of approximately
         $55,100,000 and $49,400,000, 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
         resulting in initial goodwill of $4,057,000.

         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 $69,900,000 and $60,500,000, 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 resulting in initial goodwill of
         $8,106,000.

         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 $86,4000,000 and $64,200,000, 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 resulting in initial goodwill
         of $3,962,000.

         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,

                                                                     (Continued)

                                       45

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2002, 2001, and 2000

         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, 2002,
         the Company and the Banks meet all capital adequacy requirements to
         which they are subject.

         As of December 31, 2002, the most recent notification from the
         regulatory authorities categorized the banks as well capitalized under
         the regulatory framework for prompt corrective action. To be
         categorized as well capitalized, the Banks must maintain minimum total
         risk-based, Tier I risk-based, and Tier I leverage ratios as set forth
         in the table. There are no conditions or events since the notifications
         that management believes have changed the Banks' categories.

                                                                     (Continued)

                                       46

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2002, 2001, and 2000

         The actual and required capital amounts and ratios for the Company and
         the Banks as of December 31, 2002 and 2001 are as follows (dollars in
         thousands):

<TABLE>
<CAPTION>
                                                                         2002
                                   -------------------------------------------------------------------------------
                                                                                           TO BE WELL CAPITALIZED
                                                                                           UNDER PROMPT CORRECTIVE
                                             ACTUAL                CAPITAL REQUIREMENTS       ACTION PROVISION
                                   ------------------------       ---------------------    -----------------------
                                     AMOUNT           RATIO         AMOUNT        RATIO        AMOUNT        RATIO
                                   ---------          -----       ---------       -----      ---------       -----
<S>                                <C>                <C>         <C>             <C>      <C>               <C>
Total capital (to risk-weighted
  assets):
     Company                       $  63,250          12.10%      $  41,806        8.00%     $      --          --
     The Exchange National
       Bank of Jefferson City         48,145          14.14          27,239        8.00         34,048       10.00%
     Citizens Union State
       Bank and Trust of Clinton      20,686          14.68          11,270        8.00         14,087       10.00
     Osage Valley Bank                 6,040          14.65           3,298        8.00          4,122       10.00

Tier I capital (to risk-weighted
  assets):
     Company                          56,868          10.88          20,903        4.00             --          --
     The Exchange National
       Bank of Jefferson City         43,880          12.89          13,619        4.00         20,429        6.00
     Citizens Union State
       Bank and Trust of Clinton      18,992          13.48           5,635        4.00          8,452        6.00
     Osage Valley Bank                 5,617          13.63           1,649        4.00          2,473        6.00

Tier I capital (to adjusted
  average assets):
     Company                          56,868           7.36          23,195        3.00             --          --
     The Exchange National Bank
       of Jefferson City              43,880           9.52          13,832        3.00         23,054        5.00
     Citizens Union State Bank
       and Trust of Clinton           18,992           8.39           6,788        3.00         11,314        5.00
     Osage Valley Bank                 5,617           7.53           2,237        3.00          3,728        5.00
</TABLE>

                                                                     (Continued)

                                       47

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2002, 2001, and 2000

<TABLE>
<CAPTION>
                                                                                2001
                                           -------------------------------------------------------------------------------
                                                                                                  TO BE WELL CAPITALIZED
                                                                                                  UNDER PROMPT CORRECTIVE
                                                    ACTUAL                CAPITAL REQUIREMENTS       ACTION 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>

         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, 2002, unappropriated retained earnings of
         approximately $2,407,000 were available for the declaration of
         dividends to the Company without prior approval from regulatory
         authorities.

                                                                     (Continued)

                                       48

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2002, 2001, and 2000

(4)      LOANS

         A summary of loans, by classification, at December 31, 2002 and 2001 is
         as follows:

<TABLE>
<CAPTION>
                                        2002              2001
                                    ------------      -----------
<S>                                 <C>               <C>
Real estate                         $291,755,539      280,144,049
Commercial                           147,850,348      137,235,054
Installment and other consumer        46,958,417       46,984,529
                                    ------------      -----------
                                     486,564,304      464,363,632
  Less allowance for loan losses       7,121,114        6,673,586
                                    ------------      -----------
                                    $479,443,190      457,690,046
                                    ============      ===========
</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 2002 of loans made by the Banks
         to executive officers and directors or to entities in which such
         individuals had a beneficial interest. Such loans were made in the
         normal course of business on substantially the same terms, including
         interest rates and collateral requirements, as those prevailing at the
         same time for comparable transactions with other persons, and did not
         involve more than the normal risk of collectibility or present
         unfavorable features.

<TABLE>
<S>                                         <C>
Balance at December 31, 2001                $  11,780,729
New loans                                      55,454,054
Payments received                             (59,919,841)
                                            -------------
Balance at December 31, 2002                $   7,314,942
                                            =============
</TABLE>

                                                                     (Continued)

                                       49

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2002, 2001, and 2000

         Changes in the allowance for loan losses for 2002, 2001, and 2000 are
         as follows:

<TABLE>
<CAPTION>
                                                 2002          2001           2000
                                             -----------    ----------     ---------
<S>                                          <C>            <C>            <C>
Balance, beginning of year                   $ 6,673,586     6,939,991     4,764,801
Allowance for loan losses of acquired
   companies at date of acquisition                   --            --     1,150,457
Provision for loan losses                        936,000     1,154,000     1,222,000
Charge-offs                                     (768,340)   (1,602,266)     (719,263)
Recoveries of loans previously charged off       279,868       181,861       521,996
                                             -----------    ----------     ---------
Balance, end of year                         $ 7,121,114     6,673,586     6,939,991
                                             ===========    ==========     =========
</TABLE>

         A summary of nonaccrual and other impaired loans at December 31, 2002
         and 2001 is as follows:

<TABLE>
<CAPTION>
                                                                2002         2001
                                                            -----------   ---------
<S>                                                         <C>           <C>
Nonaccrual loans                                            $ 2,481,101   3,550,492
Impaired loans continuing to accrue interest                  9,136,536   5,804,193
                                                            -----------   ---------
             Total impaired loans                           $11,617,637   9,354,685
                                                            ===========   =========
Allowance for loan losses on impaired loans                 $ 1,351,653   1,217,631
Impaired loans with no related allowance for loan losses     10,824,228   7,789,480
</TABLE>

         The average balance of impaired loans during 2002, 2001, and 2000 was
         $14,837,000, $10,896,000, and $9,513,000, respectively.

         A summary of interest income on nonaccrual and other impaired loans for
         2002, 2001, and 2000 is as follows:

<TABLE>
<CAPTION>
                                                                       IMPAIRED
                                                                         LOANS
                                                     NONACCRUAL      CONTINUING TO
                                                       LOANS        ACCRUE INTEREST    TOTAL
                                                     -----------    ---------------   -------
<S>                                                  <C>            <C>               <C>
2002:
  Income recognized                                  $    38,769        710,710       749,479
  Interest income had interest accrued                   202,698        710,710       913,408

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
</TABLE>

                                                                     (Continued)

                                       50

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2002, 2001, and 2000

(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, 2002 and 2001 are as
         follows:

<TABLE>
<CAPTION>
                                                                   2002
                                          ------------------------------------------------------
                                                           GROSS          GROSS
                                           AMORTIZED     UNREALIZED     UNREALIZED
                                             COST          GAINS          LOSSES     FAIR VALUE
                                          ------------   ----------     ----------   -----------
<S>                                       <C>            <C>            <C>          <C>
Securities of U.S. government
  agencies                                $134,790,220   1,988,202        36,050     136,742,372
Mortgage Backed Securities                   8,987,306     121,519         5,298       9,103,527
Obligations of states and political
  subdivisions                              34,417,319   1,407,777        20,973      35,804,123
Other debt securities                        1,463,396      21,294            --       1,484,690
                                          ------------   ---------        ------     -----------
           Total debt securities           179,658,241   3,538,792        62,321     183,134,712

Federal Home Loan Bank stock                 2,829,225          --            --       2,829,225
Federal Reserve Bank stock                     750,300          --            --         750,300
Federal Agricultural Mortgage
  Corporation stock                             10,125          --            --          10,125
                                          ------------   ---------        ------     -----------
                                          $183,247,891   3,538,792        62,321     186,724,362
                                          ============   =========        ======     ===========
</TABLE>

<TABLE>
<CAPTION>
                                                                   2001
                                          ------------------------------------------------------
                                                           GROSS          GROSS
                                           AMORTIZED     UNREALIZED     UNREALIZED
                                             COST          GAINS          LOSSES     FAIR VALUE
                                          ------------   ----------     ----------   -----------
<S>                                       <C>            <C>            <C>          <C>
U.S. Treasury securities                  $    499,069      17,651            --         516,720
Securities of U.S. government
  agencies                                 126,450,496   1,397,499        84,679     127,763,316
Mortgage Backed Securities                   8,391,947     107,938        30,622       8,469,263
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>

                                                                     (Continued)

                                       51

<PAGE>

                      EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2002, 2001, and 2000

         The amortized cost and fair value of debt securities classified as
         available-for-sale at December 31, 2002, 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.

<TABLE>
<CAPTION>
                                                 AMORTIZED        FAIR
                                                   COST           VALUE
                                               ------------    -----------
<S>                                            <C>             <C>
Due in one year or less                        $ 48,101,693     48,324,419
Due after one year through five years            87,715,130     89,733,749
Due after five years through ten years           32,549,534     33,561,526
Due after ten years                               2,304,578      2,411,491
                                               ------------    -----------
                                                170,670,935    174,031,185
Mortgage-backed securities                        8,987,306      9,103,527
                                               ------------    -----------
                                               $179,658,241    183,134,712
                                               ============    ===========
</TABLE>

         Debt securities with carrying values aggregating approximately
         $145,104,000 and $136,701,000 at December 31, 2002 and 2001,
         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 $12,407,000 and gross gains of $162,769 were recorded on
         the sales of debt securities in 2002. 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.

         As allowed upon adoption of SFAS No. 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, 2002 and 2001 is as
         follows:

<TABLE>
<CAPTION>
                                                2002                 2001
                                           --------------         ----------
<S>                                        <C>                    <C>
Land                                       $    3,726,381          3,556,258
Buildings and improvements                     12,135,931         12,225,079
Furniture and equipment                         8,291,368          8,655,312
Construction in progress                            1,789            706,751
                                           --------------         ----------
                                               24,155,469         25,143,400
  Less accumulated depreciation                 7,569,137          9,950,010
                                           --------------         ----------
                                           $   16,586,332         15,193,390
                                           ==============         ==========
</TABLE>

                                                                     (Continued)

                                       52

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2002, 2001, and 2000

(7)      GOODWILL AND OTHER INTANGIBLE ASSETS

         A summary of goodwill and other intangible assets at December 31, 2002
         and 2001 is as follows:

<TABLE>
<CAPTION>
                                                                              2002                 2001
                                                                          -------------         ----------
<S>                                                                      <C>                    <C>
Excess of cost over the fair value of net assets acquired                $   23,407,734         23,407,734
Core deposit intangible                                                         730,140            878,820
Consulting/noncompete agreements                                                125,000            275,000
                                                                         --------------         ----------
                                                                         $   24,262,874         24,561,554
                                                                         ==============         ==========
</TABLE>

         The gross carrying amount and accumulated amortization of our Company's
         amortized intangible assets for the periods ended December 31, 2002 and
         2001 are as follows:

<TABLE>
<CAPTION>
                                              December 31, 2002                  December 31, 2001
                                        ----------------------------      ------------------------------
                                           Gross                            Gross
                                          Carrying      Accumulated        Carrying         Accumulated
                                           Amount       Amortization        Amount          Amortization
                                        -----------    -------------      -----------      -------------
<S>                                     <C>            <C>                <C>              <C>
Amortized intangible assets:
  Core deposit intangible               $ 1,800,000      (1,069,860)       1,800,000          (921,180)
  Consulting/noncompete agreements          900,000        (775,000)         900,000          (625,000)
                                        -----------      ----------        ---------        ----------
                                        $ 2,700,000      (1,844,860)       2,700,000        (1,546,180)
                                        ===========      ==========        =========        ==========
</TABLE>

         The aggregate amortization expense of intangible assets subject to
         amortization for the past three years, is as follows:

<TABLE>
<CAPTION>
                                                            Twelve months ended
                                                                December 31,
                                                       ------------------------------
                                                         2002        2001       2000
                                                       --------    -------    -------
<S>                                                    <C>         <C>        <C>
Aggregate amortization expense                         $298,680    313,080    246,560
                                                       ========    =======    =======
</TABLE>

         The estimated amortization expense for the next five years is as
         follows:

<TABLE>
<S>                                   <C>
For year ended 2003                   $273,680
For year ended 2004                    148,680
For year ended 2005                    148,680
For year ended 2006                    148,680
For year ended 2007                    135,420
</TABLE>

                                                                     (Continued)

                                       53

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2002, 2001, and 2000

         Our Company's goodwill associated with the purchase of subsidiaries by
         reporting segments for the periods ended December 31, 2002 and 2001 is
         summarized as follows:

<TABLE>
<CAPTION>
                                          The Exchange         Citizens Union
                                          National Bank        State Bank and           Osage
                                          of Jefferson            Trust of           Valley Bank
                                              City                 Clinton            of Warsaw              Total
                                        -----------------      --------------        -----------          ----------
<S>                                     <C>                    <C>                   <C>                  <C>
Goodwill associated with the
   purchase of subsidiaries               $  4,382,098           14,912,760           4,112,876           23,407,734
                                          ============           ==========           =========           ==========
</TABLE>

         The following is a reconciliation of reported net income to net income
         adjusted to reflect the adoption of SFAS No. 142:

         (Dollars expressed in thousands, except per share data)

<TABLE>
<CAPTION>
                                                    DECEMBER 31,
                                          -----------------------------
                                           2002         2001      2000
                                          -------     -------     -----
<S>                                       <C>         <C>         <C>
Net income:
    Reported net income                   $ 8,093      7,102      5,485
    Add back - goodwill amortization           --      1,219        973
                                          -------     ------      -----
    Adjusted net income                   $ 8,093      8,321      6,458
                                          =======     ======      =====
Basic earnings per share:
    As reported                           $  2.86       2.48       2.05
    Add back - goodwill amortization           --       0.43       0.37
                                          -------     ------      -----
    Adjusted basic earnings per share     $  2.86       2.91       2.42
                                          =======     ======      =====
Diluted earnings per share:
    As reported                           $  2.85       2.48       2.05
    Add back - goodwill amortization           --       0.43       0.37
                                          -------     ------      -----
    Adjusted diluted earnings per share   $  2.85       2.91       2.42
                                          =======     ======      =====
</TABLE>

(8)      MORTGAGE SERVICING RIGHTS

         Loans serviced for others totaled approximately $203,397,000 and
         $181,468,000 at December 31, 2002 and 2001, respectively. Mortgage
         servicing rights totaled $1,516,000 and $1,134,000 at

                                                                     (Continued)

                                       54

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2002, 2001, and 2000

         December 31, 2002 and 2001, respectively and reflect a $258,565 and
         $52,816 write-down to fair value during 2002 and 2001, respectively.

         Changes in the balance of servicing assets related to the loans
         serviced by Exchange National Bank for the years ended December 31,
         2002 and 2001 are as follows:

<TABLE>
<S>                            <C>
Balance at December 31, 2000   $   621,827
Additions                          727,429
Amortization                      (162,206)
Impairment charge                  (52,816)
                               -----------
Balance at December 31, 2001     1,134,234
Additions                          919,014
Amortization                      (278,835)
Impairment charge                 (258,565)
                               -----------
Balance at December 31, 2002   $ 1,515,848
                               ===========
</TABLE>

         Our Company's mortgage servicing rights are amortized in proportion to
         the related estimated net servicing income on a straight line basis
         over the estimated lives of the related mortgages which is seven years.
         The estimated amortization expense for the next five years is as
         follows:

<TABLE>
<S>                   <C>
For year ended 2003   $297,213
For year ended 2004    255,708
For year ended 2005    254,516
For year ended 2006    250,600
For year ended 2007    250,600
</TABLE>

(9)      DEPOSITS

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

<TABLE>
<CAPTION>
                  2002       2001
                --------   --------
<S>             <C>        <C>
Due within:
  One year      $206,083   235,307
  Two years       58,036    47,775
  Three years     27,797     8,829
  Four years       4,548     5,573
  Five years      10,933     1,068
  Thereafter         420       198
                --------   -------
                $307,817   298,750
                ========   =======
</TABLE>

                                                                     (Continued)

                                       55

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2002, 2001, and 2000

(10)     SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

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

<TABLE>
<CAPTION>
                                                           2002                  2001                2000
                                                        -----------           ----------          ----------
<S>                                                     <C>                   <C>                 <C>
Average daily balance                                   $66,023,628           38,235,639          17,619,834
Maximum balance at month-end                             74,686,617           63,874,272          25,660,251
Weighted average interest rate at year-end                     1.08%                1.67                6.03
Weighted average interest rate for the year                    1.52                 3.16                5.63
</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, 2002. 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, 2002.

                                                                     (Continued)

                                       56

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2002, 2001, and 2000

(11)     OTHER BORROWED MONEY

         Other borrowed money at December 31, 2002 and 2001 is summarized as
         follows:

<TABLE>
<CAPTION>
                                                                                   2002               2001
                                                                              -----------         ----------
<S>                                                                           <C>                 <C>
The Company:
 Notes payable, 30-day LIBOR plus 125 basis points, due
   January 2004, interest only until maturity                                 $11,450,568         11,450,568

 Note payable, 7.00%, due April 2002                                                   --            500,000

 Bank of America, $7,500,000 line of credit, 30-day
   LIBOR plus 125 basis points, due June 2003, interest
   only until maturity (2.67% and 3.33% at
   December 31, 2002 and 2001 respectively)                                     7,500,000          7,500,000

The Exchange National Bank of Jefferson City:
 Federal Home Loan Bank advances, weighted average
   rate of 5.59% at December 31, 2002 and 2001,
   due at various dates through 2010                                           15,000,000         15,000,000

Citizens Union State Bank and Trust of Clinton:
 Federal Home Loan Bank advances, weighted average
   rate of 5.84% and 5.91% at December 31, 2002 and
   2001, respectively, due at various dates through 2008                        3,800,000          4,100,000

Osage Valley Bank of Warsaw:
 Federal Home Loan Bank advances, weighted average
   rate of 4.78% and 4.76% at December 31, 2002 and
   2001, respectively, due at various dates through 2013                        4,044,448          4,587,046
                                                                              -----------         ----------
                                                                              $41,795,016         43,137,614
                                                                              ===========         ==========
</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.
         This note was paid off in 2002.

         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, 2003
         and February 27, 2003, respectively. Citizens Union State Bank has
         $3,000,000 callable on January 23, 2003.

                                                                     (Continued)

                                       57

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2002, 2001, and 2000

         The scheduled principal reduction of other borrowed money at December
         31, 2002 was as follows:

<TABLE>
<S>                   <C>
2003                  $ 27,590,975
2004                    11,750,568
2005                            --
2006                       668,021
2007                       474,222
2008 and thereafter      1,311,230
                      ------------
                      $ 41,795,016
                      ============
</TABLE>

         At December 31, 2002 and 2001, $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 for each of the years ended December 31, 2002 and 2001.

(12)     RESERVE REQUIREMENTS AND COMPENSATING BALANCES

         The Federal Reserve Bank required the Banks to maintain a balance of
         $3,077,000 and $2,501,000 at December 31, 2002 and 2001, respectively,
         to satisfy reserve requirements.

         Average compensating balances held at correspondent banks were
         $4,114,000 and $2,514,000 at December 31, 2002 and 2001, respectively.
         The Banks maintain such compensating balances with correspondent banks
         to offset charges for services rendered by those banks.

                                                                     (Continued)

                                       58

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2002, 2001, and 2000

(13)     INCOME TAXES

         The composition of income tax expense (benefit) for 2002, 2001, and
         2000 is as follows:

<TABLE>
<CAPTION>
                                              2002          2001          2000
                                           -----------    ---------    ---------
<S>                                        <C>            <C>          <C>
Current:
  Federal                                  $ 3,333,043    3,068,417    2,980,092
  State                                         54,309       31,446       42,051
                                           -----------    ---------    ---------
                 Total current               3,387,352    3,099,863    3,022,143
                                           -----------    ---------    ---------
Deferred:
  Federal                                       (7,972)     541,093     (429,824)
  State                                             --           --           --
                                           -----------    ---------    ---------
                 Total deferred                 (7,972)     541,093     (429,824)
                                           -----------    ---------    ---------
                 Total income tax expense  $ 3,379,380    3,640,956    2,592,319
                                           ===========    =========    =========
</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>
                                                2002          2001           2000
                                            -----------     ---------     ----------
<S>                                         <C>             <C>           <C>
Tax at statutory Federal income tax
  rate                                      $ 3,915,435     3,660,108     2,746,176
Tax-exempt income                              (517,703)     (539,042)     (527,951)
Amortization of nondeductible intangibles            --       414,423       330,746
State income tax, net of Federal tax
  benefit                                        35,844        20,754        27,754
Other, net                                      (54,196)       84,713        15,594
                                            -----------     ---------     ---------
                                            $ 3,379,380     3,640,956     2,592,319
                                            ===========     =========     =========
</TABLE>

                                                                     (Continued)

                                       59

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2002, 2001, and 2000

         The components of deferred tax assets and deferred tax liabilities at
         December 31, 2002 and 2001 are as follows:

<TABLE>
<CAPTION>
                                                         2002         2001
                                                      ----------   ----------
<S>                                                   <C>          <C>
Deferred tax assets:
  Allowance for loan losses                           $2,320,981   2,070,156
  Nonaccrual loan interest                               183,127     160,638
  Capital loss carryover                                  15,062       5,975
  Purchase accounting adjustments to securities and
   other investments                                     103,391     103,391
  Deferred compensation                                  128,883     166,716
  Other                                                  158,100     153,231
                                                      ----------   ---------
         Total deferred tax assets                     2,909,544   2,660,107
                                                      ----------   ---------
Deferred tax liabilities:
  Available-for-sale securities                        1,182,000     794,503
  Premises and equipment                                 953,586     724,189
  Core deposit intangible                                248,248     298,799
  Prepaid pension expense                                 92,540      83,645
  Mortgage servicing rights                              125,489      76,164
  FHLB stock dividend                                    129,939     129,939
  Other                                                   52,647      48,248
                                                      ----------   ---------
         Total deferred tax liabilities                2,784,449   2,155,487
                                                      ----------   ---------
         Net deferred tax asset                       $  125,095     504,620
                                                      ==========   =========
</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, 2002 and, therefore, has not established a valuation
         reserve.

         At December 31, 2002, 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.

                                                                     (Continued)

                                       60

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2002, 2001, and 2000

(14)     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 ten years. Plan assets consist of
         U.S. Treasury and government agency securities, corporate common stocks
         and bonds, real estate mortgages, and demand deposits. Pension benefit
         for the plan for 2002, 2001, and 2000 is as follows:

<TABLE>
<CAPTION>
                                   2002         2001        2000
                                 ---------    ---------   ---------
<S>                              <C>          <C>         <C>
Service cost - benefits earned
  during the year                $ 206,921     147,123     129,396
Interest costs on projected
  benefit obligations              223,184     213,910     203,328
Expected return on plan assets    (371,413)   (350,247)   (320,528)
Net amortization and deferral      (35,512)    (35,512)    (35,512)
Recognized net gains               (49,341)    (70,086)    (49,376)
                                 ---------    --------    --------
            Pension benefit      $ (26,161)    (94,812)    (72,692)
                                 =========    ========    ========
</TABLE>

         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, 2002, 2001, and 2000 are as follows:

<TABLE>
<CAPTION>
                             2002           2001          2000
                          -----------     ---------     ---------
<S>                       <C>             <C>           <C>
Benefit obligation:
  Balance, January 1      $ 3,681,619     3,132,468     3,078,659
  Service cost                206,921       147,123       129,396
  Interest cost               223,184       213,910       203,328
  Actuarial loss (gain)       161,741       376,061      (101,840)
  Benefits paid              (221,354)     (187,943)     (177,075)
                          -----------     ---------     ---------
  Balance, December 31    $ 4,052,111     3,681,619     3,132,468
                          ===========     =========     =========
</TABLE>

                                                                     (Continued)

                                       61

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2002, 2001, and 2000

<TABLE>
<CAPTION>
                                        -----------    -----------   -----------
                                           2002           2001           2000
                                        -----------    -----------   -----------
<S>                                     <C>            <C>           <C>
Plan assets:
  Fair value, January 1                 $ 5,224,801     5,473,789     5,607,364
  Actual return                            (521,331)      (61,045)       43,500
  Benefits paid                            (221,354)     (187,943)     (177,075)
                                        -----------    ----------    ----------
  Fair value, December 31               $ 4,482,116     5,224,801     5,473,789
                                        ===========    ==========    ==========
Funded status:
  Excess of plan assets over
    benefit obligation                  $   430,005     1,543,182     2,341,321
  Unrecognized net gains                   (157,829)   (1,297,167)   (2,190,118)
                                        -----------    ----------    ----------
           Prepaid pension expense
             included in other assets   $   272,176       246,015       151,203
                                        ===========    ==========    ==========
</TABLE>

         Rates utilized for the plan years ended December 31, 2002, 2001, and
         2000 are as follows:

<TABLE>
<CAPTION>
                                               2002                    2001                 2000
                                              -------                 ------               ------
<S>                                           <C>                     <C>                  <C>
Discount rate for the funded status            5.875%                  6.25                 7.04
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>

         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 2002, 2001, and 2000 were $530,430, $534,910, and $423,324,
         respectively. At December 31, 2002, the profit-sharing plan held
         147,097 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 2002, 2001, and 2000 were $139,140, $116,744, and $112,902,
         respectively.

                                                                     (Continued)

                                       62

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2002, 2001, and 2000

         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 2002, 2001, and 2000 were $32,650,
         $31,921, and $23,067, respectively.

(15)     STOCK OPTION PLANS

         On December 4, 2000, the Incentive Stock Option Committee of the board
         of directors (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, except
         for 3,214 options issued in 2002 that vested immediately.

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

<TABLE>
<CAPTION>
                                                                  WEIGHTED AVERAGE
                                       NUMBER OF SHARES            EXERCISE PRICE
                                          DECEMBER 31                DECEMBER 31
                                  --------------------------   ----------------------
                                    2002      2001     2000     2002    2001     2001
                                  -------    ------   ------   ------   -----   ------
<S>                              <C>        <C>      <C>      <C>      <C>     <C>
Outstanding, beginning of year    34,929    34,929       --   $24.50   24.50      --
Granted                           29,428        --   34,929    28.00      --   24.50
Exercised                        (13,253)       --       --    25.35      --      --
Canceled                              --        --       --       --      --      --
                                 -------    ------   ------   ------   -----   -----
Outstanding, end of year          51,104    34,929   34,929   $26.30   24.50   24.50
                                 =======    ======   ======   ======   =====   =====
Exercisable, end of year          11,711    14,753    4,082   $24.50   24.50   24.50
</TABLE>

         The weighted average remaining contractual life of options outstanding
         at December 31, 2002 was approximately nine years.

                                                                     (Continued)

                                       63

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2002, 2001, and 2000

         The Company applies APB Opinion No. 25, in accounting for the stock
         options and, accordingly, no compensation cost has been recognized in
         the consolidated financial statements. The weighted average grant-date
         fair values of stock options granted during the following years and the
         weighted average significant assumptions used to determine those fair
         values, using the Black-Scholes option-pricing model are as follows:

<TABLE>
<CAPTION>
                                                           2002           2000
                                                         -------         ------
<S>                                                      <C>             <C>
Options issued during:

Grant date fair value per share                          $ 28.00          24.50

Significant assumptions:
  Risk-free interest rate at grant date                     4.91%          5.24%
  Expected annual rate of
    quarterly dividends                                     3.21           3.66
  Expected stock price volatility                             20             20
</TABLE>

                                                                     (Continued)

                                       64

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2002, 2001, and 2000

(16)     SEGMENT INFORMATION

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

<TABLE>
<CAPTION>
                                                                         2002
                                     --------------------------------------------------------------------------
                                                       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                  $  316,680,812   123,679,641     39,082,737             --     479,443,190
  Debt and equity securities            102,210,874    55,259,879     29,253,609             --     186,724,362
  Goodwill                                4,382,098    14,912,760      4,112,876             --      23,407,734
  Intangible assets                              --       730,140             --        125,000         855,140
  Total assets                          472,806,720   240,869,039     81,209,370       (467,217)    794,417,912
  Deposits                              344,375,565   187,796,880     66,553,127     (7,534,920)    591,190,652
  Stockholders' equity                   48,956,217    35,513,162      9,979,001    (11,621,260)     82,827,120

Statement of income information:
  Total interest income              $   24,036,274    11,930,480      4,496,543             --      40,463,297
  Total interest expense                  8,874,830     4,621,153      1,864,053        965,664      16,325,700
                                     --------------   -----------    -----------    -----------     -----------
           Net interest income           15,161,444     7,309,327      2,632,490       (965,664)     24,137,597

  Provision for loan losses                 600,000       300,000         36,000             --         936,000
  Noninterest income                      4,450,701     1,346,864        305,105             --       6,102,670
  Noninterest expense                    10,547,678     5,278,672      1,527,788        477,459      17,831,597
  Income taxes                            2,614,600       884,673        372,207       (492,100)      3,379,380
                                     --------------   -----------    -----------    -----------     -----------
           Net income (loss)         $    5,849,867     2,192,846      1,001,600       (951,023)      8,093,290
                                     ==============   ===========    ===========    ===========     ===========
Capital expenditures                 $    2,059,837       464,187        314,795             --       2,838,819
</TABLE>

                                                                     (Continued)

                                       65

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2002, 2001, and 2000

<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
  Goodwill                                    4,382,098    14,912,760       4,112,876            --      23,407,734
  Intangible assets                                  --       878,820              --       275,000       1,153,820
  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>

                                                                     (Continued)

                                       66

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2002, 2001, and 2000

<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>

                                                                     (Continued)

                                       67

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2002, 2001, and 2000

(17)     CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY ONLY

         The condensed balance sheets as of December 31, 2002 and 2001 and the
         related condensed statements of income and cash flows for the years
         ended December 31, 2002, 2001, and 2000 of the Company are as follows:

                            CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                               2002            2001
                                                           ------------     ----------
<S>                                                        <C>              <C>
               ASSETS

Cash and due from banks                                    $  6,460,589      4,442,021
Investment in subsidiaries                                   95,853,890     93,542,227
Consulting/noncompete agreements                                125,000        275,000
Other assets                                                    162,775        439,888
                                                           ------------     ----------
      Total assets                                         $102,602,254     98,699,136
                                                           ============     ==========
    LIABILITIES AND STOCKHOLDERS' EQUITY

Notes payable                                              $ 11,450,568     11,950,568
Other borrowed money                                          7,500,000      7,500,000
Consulting/noncompete agreements                                     --        150,000
Dividends payable                                               555,491        538,488
Other liabilities                                               269,075        207,432
Stockholders' equity                                         82,827,120     78,352,648
                                                           ------------     ----------
      Total liabilities and stockholders' equity           $102,602,254     98,699,136
                                                           ============     ==========
</TABLE>

                                                                     (Continued)

                                       68

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2002, 2001, and 2000

                         CONDENSED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                         2002           2001         2000
                                                     -----------     ---------   -----------
<S>                                                  <C>             <C>         <C>
Revenue:
  Dividends received from subsidiaries               $ 7,500,000     7,400,000    20,825,500
  Interest on bank time deposits                              --         5,709        33,338
                                                     -----------     ---------   -----------
                                                       7,500,000     7,405,709    20,858,838
                                                     -----------     ---------   -----------
Expenses:
  Interest on bank debt                                  231,863       411,763       543,456
  Interest on notes payable                              733,801       845,266       873,544
  Amortization of intangible assets                      150,000       150,000       150,000
  Other                                                  327,459       188,153       306,290
                                                     -----------     ---------   -----------
                                                       1,443,123     1,595,182     1,873,290
                                                     -----------     ---------   -----------
             Income before income tax benefit and
               equity in undistributed income
               (dividends distributed in excess of
               income) of subsidiaries                 6,056,877     5,810,527    18,985,548

Income tax benefit                                       492,100       540,400       625,600

Equity in undistributed income (dividends
  distributed in excess of income)
  of subsidiaries                                      1,544,313       751,283   (14,126,479)
                                                     -----------     ---------   -----------
             Net income                              $ 8,093,290     7,102,210     5,484,669
                                                     ===========     =========   ===========
</TABLE>

                                                                     (Continued)

                                       69

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2002, 2001, and 2000

                       CONDENSED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                        2002            2001          2000
                                                    -----------      ---------    -----------
<S>                                                 <C>              <C>          <C>
Cash flows from operating activities:
  Net income                                        $ 8,093,290      7,102,210      5,484,669
  Adjustments to reconcile net income to
    net cash provided by operating activities:
      Dividends distributed in excess of
        income (equity in undistributed
        income) of subsidiaries                      (1,544,313)      (751,283)    14,126,479
      Other, net                                        505,758         38,342        352,066
                                                    -----------      ---------    -----------
             Net cash provided by
               operating activities                   7,054,735      6,389,269     19,963,214
                                                    -----------      ---------    -----------
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)      (150,000)   (35,311,514)
                                                    -----------      ---------    -----------
Cash flows from financing activities:
  Proceeds from bank debt                                    --             --     12,000,000
  Repayment of bank debt                               (500,000)    (1,500,000)    (3,500,000)
  Cash dividends paid                                (2,510,323)    (2,424,876)    (2,114,804)
  Proceeds from sale of treasury stock                   35,967             --             --
  Purchases of common stock                          (1,911,811)      (807,406)            --
                                                    -----------      ---------    -----------
            Net cash (used in) provided by
               financing activities                  (4,886,167)    (4,732,282)     6,385,196
                                                    -----------      ---------    -----------
            Net increase (decrease) in cash           2,018,568      1,506,987     (8,963,104)

Cash at beginning of year                             4,442,021      2,935,034     11,898,138
                                                    -----------      ---------    -----------
Cash at end of year                                 $ 6,460,589      4,442,021      2,935,034
                                                    ===========      =========    ===========
Supplemental schedule of noncash activities:
  Note payable                                      $        --             --      1,000,000
  Stock issued in acquisition                                --             --     12,762,411
</TABLE>

(18)     DISCLOSURES ABOUT FINANCIAL INSTRUMENTS

         The Company issues financial instruments with off-balance-sheet risk in
         the normal course of business of meeting the financing needs of its
         customers. These financial instruments include commitments to extend
         credit and standby letters of credit. These instruments may involve, to
         varying degrees, elements of credit and interest rate risk in excess of
         the amounts recognized in the consolidated balance sheets.

                                                                     (Continued)

                                       70

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2002, 2001, and 2000

         The Company's extent of involvement and maximum potential exposure to
         credit loss in the event of nonperformance by the other party to the
         financial instrument for commitments to extend credit and standby
         letters of credit is represented by the contractual amount of these
         instruments. The Company uses the same credit policies in making
         commitments and conditional obligations as it does for financial
         instruments included on its consolidated balance sheets. At December
         31, 2002, no amounts have been accrued for any estimated losses for
         these financial instruments.

         The contractual amount of off-balance-sheet financial instruments as of
         December 31, 2002 and 2001 is as follows:

<TABLE>
<CAPTION>
                                        2002                2001
                                    ------------         ----------
<S>                                 <C>                  <C>
Commitments to extend credit        $ 91,290,843         71,772,491
Standby letters of credit              2,592,866          2,746,314
</TABLE>

         Commitments to extend credit are agreements to lend to a customer as
         long as there is no violation of any condition established in the
         contract. Commitments generally have fixed expiration dates or other
         termination clauses and may require payment of a fee. Of the total
         commitments to extend credit at December 31, 2002, approximately
         $57,495,000 represents fixed-rate loan commitments. Of the total
         commitments to extend credit at December 31, 2001, approximately
         $41,467,000 represents fixed-rate loan commitments. Since certain of
         the commitments and letters of credit are expected to expire without
         being drawn upon, the total commitment amounts do no necessarily
         represent future cash requirements. 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 customer.
         Collateral held varies but may include accounts receivable, inventory,
         furniture and equipment, and real estate.

         Standby letters of credit are conditional commitments issued by the
         Company to guarantee the performance of a customer to a third party.
         These standby letters of credit are primarily issued to support
         contractual obligations of the Company's customers. The credit risk
         involved in issuing letters of credit is essentially the same as the
         risk involved in extending loans to customers. The approximate
         remaining term of standby letters of credit range from one month to ten
         years at December 31, 2002.

                                                                     (Continued)

                                       71

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2002, 2001, and 2000

A summary of the carrying amounts and fair values of the Company's financial
instruments at December 31, 2002 and 2001 is as follows:

<TABLE>
<CAPTION>
                                                2002                          2001
                                    ---------------------------    --------------------------
                                      CARRYING         FAIR          CARRYING        FAIR
                                       AMOUNT          VALUE          AMOUNT         VALUE
                                    ------------    -----------    -----------    -----------
<S>                                 <C>             <C>            <C>            <C>
Assets:
  Loans                             $479,443,190    491,137,000    457,690,046    468,576,000
  Investment in debt and
    equity securities                186,724,362    186,724,362    181,649,054    181,649,054
  Federal funds sold                  49,669,213     49,669,213     54,481,931     54,481,931
  Cash and due from banks             27,742,030     27,742,030     31,127,216     31,127,216
  Accrued interest receivable          5,539,661      5,539,661      6,019,680      6,019,680
                                    ------------    -----------    -----------    -----------
                                    $749,118,456    760,812,266    730,967,927    741,853,881
                                    ============    ===========    ===========    ===========
Liabilities:
  Deposits:
    Demand                          $ 77,474,471     77,474,471     78,637,109     78,637,109
    NOW                               93,728,675     93,728,675     92,027,032     92,027,032
    Savings                           49,720,928     49,720,928     48,686,631     48,686,631
    Money market                      62,449,717     62,449,717     61,693,528     61,693,528
    Time                             307,816,861    310,638,000    298,749,890    302,733,000
    Securities sold under
      agreements to repurchase        67,359,199     67,359,199     61,644,544     61,644,544
    Interest-bearing demand
      notes to U.S. Treasury           3,061,503      3,061,503        388,122        388,122
    Other borrowed money              41,795,016     47,194,000     43,137,614     43,301,000
    Accrued interest payable           1,984,745      1,984,745      3,059,714      3,059,714
                                    ------------    -----------    -----------    -----------
                                    $705,391,115    713,611,238    688,024,184    692,170,680
                                    ============    ===========    ===========    ===========
</TABLE>

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.

                                                                     (Continued)

                                       72

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2002, 2001, and 2000

                  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.

                  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.

                                                                     (Continued)

                                       73

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2002, 2001, and 2000

                  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.

(19)     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.

                                                                     (Continued)

                                       74

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2002, 2001, and 2000

(20)     QUARTERLY FINANCIAL INFORMATION
         (unaudited)
         (In thousands, except per share data)

<TABLE>
<CAPTION>
                                        FIRST     SECOND    THIRD    FOURTH
                                       QUARTER   QUARTER   QUARTER   QUARTER     YTD
                                       -------   -------   -------   -------    ------
                                                              2002
                                       -----------------------------------------------
<S>                                    <C>       <C>       <C>       <C>        <C>
Interest income                        $10,293    10,214    10,126     9,830    40,463
Interest expense                         4,388     4,174     4,079     3,685    16,326
                                       -------   -------   -------   -------    ------
            Net interest income        $ 5,905     6,040     6,047     6,145    24,137
                                       =======   =======   =======   =======    ======
Provision for loan losses              $   234       234       234       234       936
Noninterest income                       1,305     1,354     1,490     1,954     6,103
Noninterest expense                      4,221     4,400     4,420     4,791    17,832
Income taxes                               826       762       856       935     3,379
Net income                               1,929     1,998     2,027     2,139     8,093

Net income per share:
  Basic earnings per share                0.68      0.70      0.72      0.76      2.86
  Diluted earnings per share              0.68      0.70      0.71      0.76      2.85

                                                            2001
                                       -----------------------------------------------
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>

                                       75

<PAGE>

     MARKET PRICE OF AND DIVIDENDS ON EQUITY SECURITIES AND RELATED MATTERS

         Since June 19, 2000 our Company's common stock has been traded on
Nasdaq's national market under the stock symbol of "EXJF." The following table
sets forth the range of high and low bid prices of our Company's common stock by
quarter for each quarter in 2002 and 2001 in which the stock was traded.

<TABLE>
<CAPTION>
     2002               HIGH     LOW
     ----               ----     ---
<S>                    <C>      <C>
Fourth Quarter         $34.50   29.00
Third Quarter           32.25   29.00
Second Quarter          32.00   27.75
First Quarter           28.75   25.50
</TABLE>

<TABLE>
<CAPTION>
     2001               HIGH     LOW
     ----               ----     ---
<S>                    <C>      <C>
Fourth Quarter         $28.00   24.25
Third Quarter           27.95   22.10
Second Quarter          23.50   20.50
First Quarter           24.00   22.75
</TABLE>

         As of March 14, 2003, our Company had issued and outstanding 2,778,921
shares of common stock, which were held of record by approximately 1,500
persons. The common stock is the only class of equity security which our Company
has outstanding.

         The following table sets forth information on dividends paid by our
Company in 2002 and 2001.

<TABLE>
<CAPTION>
                             DIVIDENDS PAID
  MONTH PAID                    PER SHARE
- --------------                  ---------
<S>                          <C>
January, 2002                $        0.19
April, 2002                           0.19
July, 2002                            0.20
October, 2002                         0.20
December, 2002                        0.10
                             -------------
Total for 2002               $        0.88
                             =============

January, 2001                $        0.19
April, 2001                           0.19
July, 2001                            0.19
October, 2001                         0.19
December, 2001                        0.09
                             -------------
Total for 2001               $        0.85
                             =============
</TABLE>

         Our Board of Directors intends that our Company will continue to pay
quarterly dividends at least at the current rate. In addition, our Board of
Directors intends, to the extent appropriate, that our Company will continue to
pay an additional special dividend. The actual amount of quarterly dividends and
the payment, as well as amount, of any special dividend ultimately will depend
upon the payment of sufficient dividends by our subsidiary Banks to our Company.
The payment by our Banks of dividends to our Company will depend upon such
factors as our Banks' financial condition, results of operations and current and
anticipated cash needs, including capital requirements. As discussed in Note 3
to our Company's consolidated financial statements, the Banks may pay up to
$2,407,000 in dividends to our Company without regulatory approval subject to
the ongoing capital requirements of the Banks.

                                       76
<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>
James E. Smith                   Chairman, Chief Executive         Chairman, Chief Executive         Position with Exchange,
                                 Officer and Director-Class I      Officer, and Director of          Citizens Union State Bank and
                                                                   Citizens Union State Bank, Vice   Osage Valley Bank
                                                                   Chairman and Director of Osage
                                                                   Valley Bank, Director of
                                                                   Exchange National Bank

David T. Turner                  President and Director-Class      Chairman, President, Chief        Position with Exchange and
                                 III                               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>

                           ANNUAL REPORT ON FORM 10-K

A copy of our Company's Annual Report on Form 10-K for the year ended December
31, 2002, as filed with the Securities and Exchange Commission, excluding
exhibits, will be furnished without charge to shareholders entitled to vote at
the 2003 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.

                                       77

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>4
<FILENAME>c75697exv23.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.
333-68388) on Form S-8 of Exchange National Bancshares, Inc. of our report dated
February 21, 2003, with respect to the consolidated balance sheets of Exchange
National Bancshares, Inc. as of December 31, 2002 and 2001, 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, 2002, which report appears in the December 31, 2002 annual report
on Form 10-K of Exchange National Bancshares, Inc.

Our report refers to Exchange National  Bancshares,  Inc. changing its method of
accounting for goodwill and other intangible assets in 2002.

/s/KPMG

St. Louis, Missouri
March 21, 2003


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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