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<SEC-DOCUMENT>0000950137-05-003017.txt : 20050315
<SEC-HEADER>0000950137-05-003017.hdr.sgml : 20050315
<ACCEPTANCE-DATETIME>20050315084425
ACCESSION NUMBER:		0000950137-05-003017
CONFORMED SUBMISSION TYPE:	10-K
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20041231
FILED AS OF DATE:		20050315
DATE AS OF CHANGE:		20050315

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:		05680084

	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>c93150e10vk.txt
<DESCRIPTION>ANNUAL REPORT
<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, 2004

                                       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)

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

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

                                 (573) 761-6100
              (Registrant's telephone number, including area code)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

<TABLE>
Title of Each Class                    Name of Each Exchange on Which Registered
- -------------------                    -----------------------------------------
<S>                                    <C>
        None                                              N/A
</TABLE>

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE 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 3,292,783 shares of voting and non-voting
common equity of the registrant held by non-affiliates computed by reference to
the $29.20 closing price of such common equity on June 30, 2004, the last
business day of the registrant's most recently completed second fiscal quarter,
was $96,149,264. Aggregate market value excludes an aggregate of 336,720 shares
of common stock held by officers and directors and by each person known by the
registrant to own 5% or more of the outstanding common stock on such date.
Exclusion of shares held by any of these persons should not be construed to
indicate that such person possesses the power, direct or indirect, to direct or
cause the direction of the management or policies of the registrant, or that
such person is controlled by or under common control with the registrant. As of
March 12, 2005, the registrant had 4,298,353 shares of common stock, par value
$1.00 per share, issued and 4,169,847 shares outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the following documents are incorporated by reference into the
indicated parts of this report: (1) 2004 Annual Report to Shareholders - Part II
and (2) definitive Proxy Statement for the 2005 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.

     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.

RECENT DEVELOPMENTS

     DREXEL BANCSHARES TRANSACTION. On February 28, 2005, our Company announced
that it had entered into an agreement to acquire Bank 10, a Missouri state bank
with offices in the Missouri communities of Belton, Drexel, Harrisonville,
Independence and Raymore. The terms and conditions of the proposed acquisition
are provided in an Acquisition Agreement dated January 28, 2005 among our
Company, Drexel Bancshares, Inc., the sole shareholder of Bank 10, and certain
other persons and entities, which Acquisition Agreement was amended by an
Agreement Altering Transaction Structure dated February 28, 2005 between our
Company, Drexel Bancshares and the representative for the shareholders of Drexel
Bancshares.

     Under the terms of the Acquisition Agreement, as amended by an Agreement
Altering Transaction Structure, our Company would purchase all of the
outstanding shares of Bank 10's common stock from Drexel Bancshares. The
purchase price payable to Drexel Bancshares for Bank 10 would be cash
aggregating $32,862,000, plus (or minus) any amount by which the book value of
Bank 10 as of the business day preceding the closing date is greater (or less)
than $13,144,800, subject to further adjustments to eliminate any unrealized
gain or loss in Bank 10's investment portfolio and to cause Bank 10's reserve
for loan losses to be at least 1.1% of the amount of its outstanding loans.
Consummation of the proposed acquisition is subject to the receipt of all
requisite regulatory approvals and to the satisfaction of customary closing
conditions.

     The summary of the proposed acquisition is not complete and is qualified in
its entirety by reference to the complete text of the Acquisition Agreement and
of the Agreement Altering Transaction Structure, each of which is filed as an
exhibit to this report and incorporated herein by reference.

     ISSUANCE OF TRUST PREFERRED SECURITIES. Our Company is in the process of
completing a private placement of $23,000,000 in 30-year floating rate trust
preferred securities (TPS). The interest rate on the TPS will be a fixed rate
for five years then converting to a floating rate. The rate is based on a
specific margin above three-month LIBOR. It is expected that the placement will
be closed on or about March 17,


                                       2

<PAGE>

2005. Based on the LIBOR rate as of March 9, 2005, the initial interest rate
would be 6.30%. The TPS can be prepaid without penalty at any time after five
years from the issuance date.

     The TPS represent preferred interests in a special purpose subsidiary trust
organized by our Company. Our Company will invest approximately $712,000 in
common interests in the trust and the purchaser in the private placement will
purchase $23,000,000 in preferred interests. The proceeds will be used to
purchase from our Company its 30-year deeply subordinated debentures whose terms
mirror those stated above for the TPS. The debentures are guaranteed by our
Company pursuant to a subordinated guarantee. The trustee for the TPS holders
will be U.S. Bank, N.A. The trustee will not have the power to take enforcement
action in the event of a default under the TPS for five years from the date of
default. In the event of default, however, our Company would be precluded from
paying dividends until the default is cured.

     The proceeds of the TPS placement will be used by our Company to facilitate
the Bank 10 acquisition and for general corporate purposes. Consummation of the
TPS placement is subject to the satisfaction of customary closing conditions.

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 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.


                                       3

<PAGE>

     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 eleven 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 Springfield, Branson, Collins, Lee's Summit, 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 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, 2004, Exchange and its subsidiaries had approximately
251 full-time and 41 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.


                                       4

<PAGE>

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, thrifts,
savings banks, credit unions and money market mutual funds. Thrifts 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. 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, Moniteau, and Pulaski Counties.
Exchange National Bank's principal competition for deposits and loans comes from
twelve other banks and fourteen credit unions within its primary service area of
Jefferson City. Based on publicly available information, management believes
that Exchange National Bank is the second largest (in terms of deposits) of the
banks within Cole County. The main competition for Exchange National Bank's
trust services is from other commercial banks.

     The areas in which Citizens Union State Bank competes for deposits and
loans are its primary service areas of Clinton, Springfield, Branson, Collins,
Lee's Summit, Osceola and Windsor, Missouri and its secondary service area of
the nearby communities in Henry, St. Clair, Greene and Jackson Counties.
Citizens Union State Bank's principal competition for deposits and loans comes
from seven other banks within its primary service area and, to an increasing
extent, sixty-nine other banks in nearby communities. Based on publicly
available information, management believes that Citizens Union State Bank is the
largest (in terms of deposits) of the banks within Henry County. 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 largest (in terms of deposits) of the
five banks within Benton County.

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


                                       5

<PAGE>

          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 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 its
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 (the "CRA") 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.


                                       6

<PAGE>

     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).

          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, 2004, Exchange was in compliance with all of the FRB's
capital adequacy guidelines. Exchange's capital ratios on December 31, 2004 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          10.39%                 13.47%                   14.58%
</TABLE>


                                       7

<PAGE>

     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.

     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


                                       8

<PAGE>

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, 2004, 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, 2004 is shown on the
following chart.

<TABLE>
<CAPTION>
                                     Tier 1 Risk-Based   Total Risk-Based
                    Leverage Ratio     Capital Ratio       Capital Ratio     Classification
                    --------------   -----------------   ----------------   ----------------
<S>                 <C>              <C>                 <C>                <C>
Exchange National
Bank                     8.98%             11.66%             12.84%        Well-Capitalized
Citizens Union
State Bank               8.19%              9.64%             10.68%        Well-Capitalized
Osage Valley Bank        6.28%             10.54%             11.47%        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 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


                                       9

<PAGE>

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 while it is undercapitalized or if payment would cause it
to become 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 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 its subsidiaries may engage
in certain transactions, including loans and purchases of assets, with an
affiliated company only if the terms and conditions of the transaction,
including credit standards, are substantially the same as, or at least as
favorable to the bank as, those prevailing at the time for comparable
transactions with non-affiliated companies or, in the absence of comparable
transactions, on terms and conditions that would be offered to non-affiliated
companies.

     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.


                                       10

<PAGE>

     The 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 affected
significantly by the fiscal and monetary policies of the federal government and
its agencies. Exchange is particularly affected by the 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
affect 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

     The address of our principal executive offices is 132 East High Street,
Jefferson City, MO 65101 and our telephone number at this location is (573)
761-6100. Our common stock trades on the Nasdaq national market under the symbol
"EXJF".

     We electronically file certain documents with the Securities and Exchange
Commission (SEC). We file annual reports on Form 10-K, quarterly reports on Form
10-Q, current reports on Form 8-K (as appropriate), along with any related
amendments and supplements. From time-to-time, we also may file registration and
related statements pertaining to equity or debt offerings. You may read and
download our SEC filings over the internet from several commercial document
retrieval services as well as at the SEC's


                                       11

<PAGE>

internet website (www.sec.gov). You may also read and copy our SEC filings at
the SEC's public reference room located at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549. Please call the SEC 1-800-SEC-0330 for further
information concerning the public reference room and any applicable copy
charges.

     Our internet website address is www.exchangebancshares.com. Under the
"Documents" section of our website (www.exchangebancshares.com), we make
available our public filings with the SEC, including 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. Please note that any internet
addresses provided in this report are for information purposes only and are not
intended to be hyperlinks. Accordingly, no information found and/or provided at
such internet addresses is intended or deemed to be incorporated by reference
herein.

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.

     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 ten branch banking facilities, of which eight 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


                                       12

<PAGE>

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 Springfield, Missouri branch banking
facility located at 321 West Battlefield. The facility is a two-story building
constructed in 1986 which has approximately 12,500 square feet of usable office
space. The entire upper level (6,600 square feet) is leased to a non-affiliate
with the remaining usable office space used for Citizens Union State Bank
operations. 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 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. In 2004,
management opened temporary branch facilities at 4675 Gretna Road in Branson and
1006 S.W. Blue Parkway, Lee's Summit. Permanent facility construction projects
are anticipated to be completed in the second and third quarter of 2005,
respectively. Management believes that the condition of these banking facilities
presently is adequate for Citizens Union State Bank's business and that these
facilities are adequately covered by insurance.

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

ITEM 3. LEGAL PROCEEDINGS.

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

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

     No matter was submitted to a vote of the holders of our Company's common
stock during the fourth quarter of the year ended December 31, 2004.

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES.

     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


                                       13

<PAGE>

of and Dividends on Equity Securities and Related Matters" in our Company's 2004
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.

OUR PURCHASES OF EQUITY SECURITIES

     The following table summarizes the purchases made by or on behalf of our
Company or certain affiliated purchasers of shares of our common stock during
the fourth quarter of the year ended December 31, 2004:

<TABLE>
<CAPTION>
                                                                         (d) Maximum Number
                       (a) Total       (b)       (c) Total Number of   (or Approximate Dollar
                       Number of     Average      Shares (or Units)     Value) of Shares (or
                      Shares (or   Price Paid   Purchased as Part of   Units) that May Yet Be
                        Units)      per Share    Publicly Announced      Purchased Under the
       Period         Purchased     (or Unit)    Plans or Programs *     Plans or Programs *
- -------------------   ----------   ----------   --------------------   ----------------------
<S>                   <C>          <C>          <C>                    <C>
October 1-31, 2004         0           --                --                      --
November 1-30, 2004        0           --                --                      --
December 1-31, 2004        0           --                --                      --
Total                      0           --                --                      --
</TABLE>

- ----------
*    On August 22, 2001, our Company announced that our Board of Directors
     authorized the purchase, through open market transactions, of up to
     $2,000,000 market value of our Company's common stock. Management was given
     discretion to determine the number and pricing of the shares to be
     purchased, as well as, the timing of any such purchases. On November 26,
     2002, our Company announced that our Board of Directors authorized an
     additional $2,000,000 for the purchase of our Company's stock through open
     market transactions.

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 2004 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 2004 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


                                       14

<PAGE>

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

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

     -    competitive pressures among financial services companies may increase
          significantly,

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

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

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

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

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

     -    changes may occur in the securities markets.

     We have described under " Factors That May Affect Future Results of
Operations, Financial Condition or Business" additional factors that could cause
actual results to be materially different from those described in the
forward-looking statements. Other factors that we have not identified in this
report could also have this 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.


                                       15

<PAGE>

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

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

     Changes in the level or structure of interest rates also affect

     -    our banks' ability to originate loans,

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

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

     -    the average life of our banks' deposits, and

     -    our banks' ability to obtain deposits.

     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 PROBABLE 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 probable 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


                                       16

<PAGE>

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 probable loan losses, whether
required as a result of regulatory review or initiated by Exchange itself, may
materially alter the financial outlook of Exchange and its banking subsidiaries.

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

     -    other commercial banks

     -    savings banks

     -    savings and loan associations

     -    mortgage banking companies

     -    finance companies

     -    credit unions

Competition for deposits comes principally from:

     -    other commercial banks

     -    savings banks

     -    savings and loan associations

     -    credit unions

     -    brokerage firms

     -    insurance companies

     -    money market mutual funds

     -    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 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 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


                                       17

<PAGE>

perform their services. However, the loss of the services of Messrs. Smith or
Turner, or any of the other key executive officers could have a materially
adverse effect on Exchange and its banks.

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

     -    telecommunications

     -    data processing

     -    automation

     -    Internet-based banking

     -    telebanking

     -    debit cards and so-called "smart cards"

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

     ADDITIONAL FACTORS. Additional risks and uncertainties that may affect the
future results of operations, financial condition or business of our Company and
its banking subsidiaries include, but are not limited to: (i) adverse publicity,
news coverage by the media, or negative reports by brokerage firms, industry 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, 2004, the rate shock scenario
models indicated that annual net interest income could change by as much as
3.61% 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.

     Pursuant to General Instruction G(3) to Form 10-K, the information required
by this Item, other than that provided above, is incorporated herein by
reference to (i) the information under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Interest
Sensitivity and Liquidity" and (ii) the information under the caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Quantitative and Qualitative Disclosures About Market Risk", in
each case, in our Company's 2004 Annual Report to Shareholders.

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 2004 Annual Report to Shareholders.

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

     None.


                                       18

<PAGE>

ITEM 9A. CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

     Our Company's management has evaluated, with the participation of our
principal executive and principal financial officers, the effectiveness of our
disclosure controls and procedures as of December 31, 2004. Based upon and as of
the date of that evaluation, our principal executive officer and principal
financial officer concluded that our disclosure controls and procedures were
effective to ensure that information required to be disclosed in the reports we
file and submit under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported as and when required. It should be noted that
any system of disclosure controls and procedures, however well designed and
operated, can provide only reasonable, and not absolute, assurance that the
objectives of the system are met. In addition, the design of any system of
disclosure controls and procedures is based in part upon assumptions about the
likelihood of future events. Because of these and other inherent limitations of
any such system, there can be no assurance that any design will always succeed
in achieving its stated goals under all potential future conditions, regardless
of how remote.

INTERNAL CONTROLS OVER FINANCIAL REPORTING.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING.

     Our Company's management is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term is defined in
Securities Exchange Act Rules 13a-15(f). Under the supervision and with the
participation of our management, including our principal executive officer and
principal financial officer, we conducted an evaluation of the effectiveness of
our internal control over financial reporting based on the framework in Internal
Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on our evaluation under the
framework in Internal Control - Integrated Framework, our Company's management
concluded that our internal control over financial reporting was effective as of
December 31, 2004. Our management's assessment of the effectiveness of our
internal control over financial reporting as of December 31, 2004 has been
audited by KPMG LLP, an independent registered public accounting firm, as stated
in their report which is included herein.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders
Exchange National Bancshares, Inc.:

We have audited management's assessment, included in the accompanying Form 10-K,
that Exchange National Bancshares, Inc. and subsidiaries (the Company)
maintained effective internal control over financial reporting as of December
31, 2004, based on criteria established in Internal Control--Integrated
Framework, issued by the Committee of Sponsoring Organizations of the Treadway
Commission. The Company's management is responsible for maintaining effective
internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting. Our responsibility
is to express an opinion on management's assessment and an opinion on the
effectiveness of the Company's internal control over financial reporting based
on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over
financial reporting, evaluating


                                       19

<PAGE>

management's assessment, testing and evaluating the design and operating
effectiveness of internal control, and performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company's internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

In our opinion, management's assessment that Exchange National Bancshares, Inc.
maintained effective internal control over financial reporting as of December
31, 2004, is fairly stated, in all material respects, based on criteria
established in Internal Control--Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Also, in our opinion,
Exchange National Bancshares, Inc. maintained, in all material respects,
effective internal control over financial reporting as of December 31, 2004,
based on criteria established in Internal Control--Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the consolidated balance sheets of
Exchange National Bancshares, Inc. as of December 31, 2004 and 2003, and the
related consolidated statements of income, stockholder's equity and
comprehensive income, and cash flows for each of the years in the three-year
period ended December 31, 2004, and our report dated March 11, 2005 expressed an
unqualified opinion on those consolidated financial statements.


/s/ KPMG LLP
St. Louis, Missouri
March 11, 2005

CHANGES IN INTERNAL CONTROLS.

     There has been no change in our Company's internal control over financial
reporting that occurred during the fiscal quarter ended December 31, 2004 that
has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

     None.


                                       20

<PAGE>

                                    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, other than that referred to below, 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," (iv) the information under the caption "Election of
Directors--Meetings of the Board and Committees," and (v) the information under
the caption "Section 16(a) Beneficial Ownership Reporting Compliance," in each
case, in Exchange's definitive Proxy Statement for its 2005 Annual Meeting of
Shareholders to be filed pursuant to Regulation 14A.

CODE OF ETHICS

     Our Company has adopted a Code of Business Conduct and Ethics for
directors, officers and employees including, our principal executive officer,
principal financial officer, principal accounting officer, controller and
persons performing similar functions. A copy of this Code of Business Conduct
and Ethics has been filed as an exhibit to this Annual Report on Form 10-K for
the year ended December 31, 2003. In addition, this Code is available on our
internet website (www.exchangebancshares.com) under "Governance Documents." Any
substantive amendments to this Code, or any waivers granted for our principal
executive officer, principal financial officer, principal accounting officer,
controller and persons performing similar functions will be disclosed in a
report on Form 8-K.

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-- Profit-Sharing 401(k)
Plan," (vii) the information under the caption "Executive Compensation and Other
Information--Stock Option Plan," (viii) the information under the caption
"Executive Compensation and Other Information--Pension Plan," (ix) the
information under the caption "Executive Compensation and Other
Information--Smith Employment Agreement," (x) the information under the caption
"Executive Compensation and Other Information--Change of Control Agreement,"
(xi) the information under the caption "Executive Compensation and Other
Information--Company Performance," and (xii) the information under the caption
"Election of Directors--Compensation of Directors", in each case, in Exchange's
definitive Proxy Statement for its 2005 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
Exchange's definitive Proxy Statement for its 2005 Annual Meeting of
Shareholders to be filed pursuant to Regulation 14A.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS


                                       21

<PAGE>

     Our Company has only one equity compensation plan for its employees
pursuant to which options, rights or warrants may be granted. See Note 16 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, 2004:

<TABLE>
<CAPTION>
                                                                                     Number of securities remaining
                                  Number of securities to     Weighted-average      available for future issuance
                                  be issued upon exercise     exercise price of    under equity compensation plans
                                  of 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
   approved by security holders            125,391*                $23.44                      303,217
Equity compensation plans not
   approved by security holders                 --                     --                           --
   Total                                   125,391*                $23.44                      303,217
</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 2005 Annual Meeting of Shareholders to be filed pursuant
to Regulation 14A.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

     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
captions (i) "Ratification of Selection of Independent Auditors--Independent
Auditors' Fees" and (ii) "Ratification of Selection of Independent
Auditors--Audit Committee Pre-Approval of Audit and Permissible Non-Audit
Services", in each case, in Exchange's definitive Proxy Statement for its 2005
Annual Meeting of Shareholders to be filed pursuant to Regulation 14A.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

     (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, 2004 under the caption
"Consolidated Financial Statements", are incorporated herein by reference:

     Report of Independent Registered Public Accounting Firm.


                                       22

<PAGE>

          Consolidated Balance Sheets as of December 31, 2004 and 2003.

          Consolidated Statements of Income for the years ended December 31,
          2004, 2003 and 2002.

          Consolidated Statements of Stockholders' Equity and Comprehensive
          Income for the years ended December 31, 2004, 2003 and 2002.

          Consolidated Statements of Cash Flows for the years ended December 31,
          2004, 2003 and 2002.

          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
- -----------                                  -----------
<S>           <C>
2.1           Acquisition Agreement, dated January 28, 2005 among Exchange National
              Bancshares, Inc., 2005 Acquisition Company, Inc., Drexel Bancshares,
              Inc., and the shareholders of Drexel Bancshares, Inc. (filed with our
              Company's Current Report on Form 8-K dated February 28, 2005 as Exhibit
              2.1 and incorporated herein by reference).

2.1.1         Agreement Altering Transaction Structure, dated February 28, 2005, among
              Exchange National Bancshares, Inc., Drexel Bancshares, Inc., and the
              shareholder representative of the shareholders of Drexel Bancshares,
              Inc. (filed with our Company's Current Report on Form 8-K dated February
              28, 2005 as Exhibit 2.1.1 and incorporated herein by reference).

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 2004 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).
</TABLE>


                                       23

<PAGE>

<TABLE>
<S>           <C>
14            Code of Business Conduct and Ethics of our Company (filed with our
              Company's Annual Report on Form 10-K for the year ended December 31,
              2003 as Exhibit 14 and incorporated herein by reference).

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 Registered Public Accounting Firm.

24            Power of Attorney (included on the signature page to this Annual Report
              on Form 10-K).

31.1          Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and
              Rule 15d-14(a) of the Securities Exchange Act, as amended.

31.2          Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and
              Rule 15d-14(a) of the Securities Exchange Act, as amended.

32.1          Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as
              adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2          Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as
              adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
</TABLE>

- ----------
*    Management contracts or compensatory plans or arrangements required to be
     identified by Item 15(a).

     (b)  Exhibits.

          See exhibits identified above under Item 15(a)3.

     (c)  Financial Statement Schedules.

     See financial statement schedules identified above under Item 15(a)2, if
any.


                                       24

<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 15, 2005                   By /s/ James E. Smith
                                           -------------------------------------
                                           James E. Smith, Chairman of the
                                           Board and Chief Executive Officer

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James E. Smith and Richard G. Rose, or
either of them, his attorneys-in-fact, for such person in any and all
capacities, to sign any amendments to this report and to file the same, with
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
either of said attorneys-in-fact, or substitute or substitutes, may do or cause
to be done by virtue hereof.

     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 15, 2005   /s/ James E. Smith
                 ------------------------------------
                     James E. Smith,
                     Chairman of the Board and Chief Executive Officer
                     (Principal Executive Officer)


March 15, 2005   /s/ Richard G. Rose
                 ------------------------------------
                     Richard G. Rose,
                     Treasurer
                     (Principal Financial Officer and Principal Accounting Officer)


March 15, 2005   /s/ David T. Turner
                 ------------------------------------
                     David T. Turner,
                     Director


March 15, 2005   /s/ James R. Loyd
                 -----------------------------------
                     James R. Loyd,
                     Director


March 15, 2005   /s/ Charles G. Dudenhoeffer, Jr.
                 ------------------------------------
                     Charles G. Dudenhoeffer, Jr.,
                     Director


March 15, 2005   /s/ David R. Goller
                 ------------------------------------
                     David R. Goller,
                     Director


March 15, 2005   /s/ Philip D. Freeman
                 ------------------------------------
                     Philip D. Freeman,
                     Director


March 15, 2005   /s/ Kevin L. Riley
                 ------------------------------------
                     Kevin L. Riley,
                     Director


March 15, 2005   /s/ Gus S. Wetzel, II
                 ------------------------------------
                     Gus S. Wetzel, II,
                     Director
</TABLE>


                                       25

<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.                                 Description                            Page No.
- -----------                                 -----------                            --------
<S>           <C>                                                                  <C>
13            The Registrant's 2004 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 Registered Public Accounting Firm.

24            Power of Attorney (included on the signature page to this Annual
              Report on Form 10-K).

31.1          Certification of Chief Executive Officer pursuant to Rule
              13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as
              amended.

31.2          Certification of Chief Financial Officer pursuant to Rule
              13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as
              amended.

32.1          Certification of Chief Executive Officer pursuant to 18 U.S.C.
              1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
              of 2002.

32.2          Certification of Chief Financial Officer pursuant to 18 U.S.C.
              1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
              of 2002.
</TABLE>


                                       26
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13
<SEQUENCE>2
<FILENAME>c93150exv13.txt
<DESCRIPTION>2004 ANNUAL REPORT TO SHAREHOLDERS
<TEXT>
<PAGE>
                                                                      Exhibit 13

                                      2004

                                  ANNUAL REPORT

                                       TO

                                  SHAREHOLDERS

                       EXCHANGE NATIONAL BANCSHARES, INC.

                            JEFFERSON CITY, MISSOURI

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.

                            Jefferson City, Missouri

                                 March 11, 2005

Dear Shareholders:

     On February 28, 2005, we announced our agreement to purchase Bank 10 of
Belton, Missouri. Your management team is very excited with this acquisition as
it accomplishes several key strategic objectives for the Company while adding
six locations in the Kansas City area. Exchange National Bancshares is focused
on leveraging our capital strength to reach desired efficiency levels and to
remain competitive in our market areas. Last year, we opened new office space in
Branson and Lee's Summit, Missouri and announced plans to establish a branch in
Columbia, Missouri.

     Shareholders received dividends totaling $0.81 per share in 2004. This is
an increase of $0.10 per share or 14% over 2003 dividends. The higher return to
shareholders is a result of continued profitability, confidence in the Company's
future and our strong cash position. Your Board wants to provide an appropriate
return to you, our investors, for having entrusted us with your capital.

     Regarding 2004 financial highlights, total assets increased 5.51% to
$923,874,000 as a result of strong internal loan growth. Total loans grew 9.29%
to $629,141,000. This growth was funded in part from investment securities as
evidenced by a 9.12% decrease in the investment portfolio and through deposit
growth of 9.22%. For 2004, return on average equity was 9.16% and the return on
average assets was 0.93% compared to 10.45% and 1.09%, respectively for 2003.

     As of December 31, 2004, the Company's equity position was strong. Tier one
capital as a percentage of adjusted average total assets (leverage ratio) was
10.39% at year-end 2004 compared to 7.18% at December 31, 2003. Total capital to
risk-weighted assets ratio was 14.58% at December 31, 2004 compared to 10.98% at
December 31, 2003. The increase in our capital position is the result of
earnings retention as well as issuance of $25 million in trust preferred
securities which is included in equity calculations as permitted by regulatory
authorities.

     Despite higher net interest income, earnings for 2004 declined 8% from 2003
due to reduced gains on the sale of residential real estate loans, increased
staffing in our retail network, costs incurred to document internal controls as
required by recent Sarbanes-Oxley legislation and expenses associated with the
timing of tax payments on the Company's real estate investment trust. Diluted
earnings for 2004 were $1.98 per share compared to $2.15 per share in 2003.

     Thank you for your investment and we appreciate the opportunity to serve
you. 2005 is expected to be a beneficial year for Exchange National Bancshares,
Inc.

                                        Sincerely,


                                        /s/ JAMES E. SMITH
                                        ----------------------------------------
                                        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 eleven 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 Springfield, Branson, Collins, Lee's Summit, 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 commercial and industrial loans, residential real estate
loans, single payment personal loans, installment loans and credit card
accounts. 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, 2004. 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,
                                        ----------------------------------------------------------
                                           2004         2003        2002        2001        2000
                                        ----------   ---------   ---------   ---------   ---------
<S>                                     <C>          <C>         <C>         <C>         <C>
INCOME STATEMENT DATA
Interest income                         $   41,091      38,922      40,463      49,289      46,544
Interest expense                            13,387      12,798      16,326      25,389      25,177
                                        ----------   ---------   ---------   ---------   ---------
   Net interest income                      27,704      26,124      24,137      23,900      21,367
Provision for loan losses                      942       1,092         936       1,154       1,222
                                        ----------   ---------   ---------   ---------   ---------
   Net interest income
      after provision for loan losses       26,762      25,032      23,201      22,746      20,145
                                        ----------   ---------   ---------   ---------   ---------
Security gains (losses), net                    (8)         38         163          98         (28)
Other noninterest income                     5,741       6,666       5,940       5,299       3,618
                                        ----------   ---------   ---------   ---------   ---------
   Total noninterest income                  5,733       6,704       6,103       5,397       3,590
Noninterest expense                         20,383      18,536      17,832      17,400      15,658
                                        ----------   ---------   ---------   ---------   ---------
Income before income taxes                  12,112      13,200      11,472      10,743       8,077
Income taxes                                 3,807       4,156       3,379       3,641       2,592
                                        ----------   ---------   ---------   ---------   ---------
Net income                              $    8,305       9,044       8,093       7,102       5,485
                                        ==========   =========   =========   =========   =========

DIVIDENDS
Declared on common stock                $    3,378       3,183       2,510       2,425       2,260
Paid on common stock                         3,378       2,988       2,493       2,425       2,115
Ratio of total dividends
   declared to net income                    40.67%      35.19       31.01       34.15       41.20

PER SHARE DATA
Basic earnings per common share         $     1.99        2.17        1.91        1.66        1.37
Diluted earnings per common share             1.98        2.15        1.90        1.66        1.37
Basic weighted average shares of
   common stock outstanding              4,169,847   4,169,432   4,242,858   4,287,378   4,004,055
Diluted weighted average shares of
   common stock outstanding              4,204,752   4,209,272   4,253,163   4,288,408   4,004,055
</TABLE>


                                       3

<PAGE>

<TABLE>
<CAPTION>
                                               YEAR ENDED DECEMBER 31,
                                  ------------------------------------------------
                                    2004       2003      2002      2001      2000
                                  --------   -------   -------   -------   -------
<S>                               <C>        <C>       <C>       <C>       <C>
BALANCE SHEET DATA
   (AT PERIOD END)
Investment securities             $171,718   188,956   186,724   181,649   155,917
Loans                              636,637   583,919   486,564   464,364   468,471
Total assets                       923,874   875,596   794,418   775,825   719,603
Total deposits                     726,649   665,262   591,191   579,794   576,263
Securities sold under
   agreements to repurchase
   and other short term
   borrowed funds                   35,413    73,672    70,421    62,033    16,942
Subordinated notes                  25,774        --        --        --        --
Other borrowed money                39,525    41,630    41,795    43,138    42,378
Total stockholders' equity          91,771    87,783    82,827    78,353    73,584

EARNINGS RATIOS
Return on average
   total assets                       0.93%     1.09      1.04      0.96      0.85
Return on average
   stockholders' equity               9.16     10.45      9.89      9.21      8.49

ASSET QUALITY RATIOS
Allowance for loan losses
   to loans                           1.18      1.42      1.46      1.44      1.48
Nonperforming loans
   to loans (1)                       0.96      0.52      0.62      0.86      1.73
Allowance for loan losses
   to nonperforming loans (1)       123.07    274.29    236.66    166.98     85.87
Nonperforming assets to loans
   and foreclosed assets (2)          0.97      0.54      0.67      1.03      1.76
Net loan charge-offs to
   average loans                      0.29      0.03      0.10      0.31      0.05

CAPITAL RATIOS
Average stockholders' equity to
   average total assets              10.11     10.39     10.51     10.37      9.99
Total risk-based
   capital ratio                     14.58     10.98     12.10     11.83     11.90
Tier 1 risk-based
   capital ratio                     13.47      9.78     10.88     10.58     10.65
Leverage ratio                       10.39      7.18      7.36      7.05      7.07
</TABLE>

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

(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, 2004, 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

OVERVIEW

     This overview of management's discussion and analysis highlights selected
information in this document and may not contain all of the information that is
important to you. For a more complete understanding of trends, events,
commitments, uncertainties, liquidity, capital resources and critical accounting
estimates, you should carefully read this entire document. These have an impact
on our Company's financial condition and results of operation.

     BUSINESS STRATEGY: In 1865, The Exchange National Bank of Jefferson City
opened for business serving the loan and deposit needs of citizens living in
Missouri's State Capitol of Jefferson City. Leveraging off of its strong equity
position, Exchange National Bank's Board of Directors established Exchange
National Bancshares, Inc., a multi-bank holding company on October 23, 1992. On
April 7, 1993, Exchange National Bancshares, Inc. acquired The Exchange National
Bank of Jefferson City. On November 3, 1997, our Company acquired Union State
Bancshares, Inc. and its wholly-owned subsidiary, Union State Bank and Trust of
Clinton, Missouri. 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, Missouri. On June 16, 2000, our Company
acquired CNS Bancorp, Inc. and its subsidiary, City National Savings Bank, FSB,
Jefferson City, Missouri. City National subsequently was merged into Exchange
National Bank. Finally, on June 26, 2003 our Company purchased the Springfield,
Missouri branch of Missouri State Bank. Following the purchase, this branch was
merged into Citizens Union State Bank and Trust.

     RECENT EVENTS:

     DREXEL BANCSHARES TRANSACTION. On February 28, 2005, our Company announced
that it had entered into an agreement to acquire Bank 10, a Missouri state bank
with offices in the Missouri communities of Belton, Drexel, Harrisonville,
Independence and Raymore. The terms and conditions of the proposed acquisition
are provided in an Acquisition Agreement dated January 28, 2005 among our
Company, Drexel Bancshares, Inc., the sole shareholder of Bank 10, and certain
other persons and entities, which Acquisition Agreement was amended by an
Agreement Altering Transaction Structure dated February 28, 2005 between our
Company, Drexel Bancshares and the representative for the shareholders of Drexel
Bancshares.

     Under the terms of the Acquisition Agreement, as amended by an Agreement
Altering Transaction Structure, our Company would purchase all of the
outstanding shares of Bank 10's common stock from Drexel Bancshares. The
purchase price payable to Drexel Bancshares for Bank 10 would be cash
aggregating $32,862,000, plus (or minus) any amount by which the book value of
Bank 10 as of the business day preceding the closing date is greater (or less)
than $13,144,800, subject to further adjustments to eliminate any unrealized
gain or loss in Bank 10's investment portfolio and to cause Bank 10's reserve
for loan losses to be at least 1.1% of the amount of its outstanding loans.
Consummation of the proposed acquisition is subject to the receipt of all
requisite regulatory approvals and to the satisfaction of customary closing
conditions.

     The summary of the proposed acquisition is not complete and is qualified in
its entirety by reference to the complete text of the Acquisition Agreement and
of the Agreement Altering Transaction Structure, each of which is filed as an
exhibit to our Annual Report on Form 10-K for the year ended December 31, 2004.

     ISSUANCE OF TRUST PREFERRED SECURITIES. Our Company is in the process of
completing a private placement of $23,000,000 in 30-year floating rate trust
preferred securities (TPS). The interest rate on the TPS will be a fixed rate
for five years then converting to a floating rate. The rate is based on a
specific margin above three-month LIBOR. It is expected that the placement will
be closed on or about March 17, 2005. Based on the LIBOR rate as of March 9,
2005, the initial interest rate would be 6.30%. The TPS can be prepaid without
penalty at any time after five years from the issuance date.


                                       6

<PAGE>

     The TPS represent preferred interests in a special purpose subsidiary trust
organized by our Company. Our Company will invest approximately $712,000 in
common interests in the trust and the purchaser in the private placement will
purchase $23,000,000 in preferred interests. The proceeds will be used to
purchase from our Company its 30-year deeply subordinated debentures whose terms
mirror those stated above for the TPS. The debentures are guaranteed by our
Company pursuant to a subordinated guarantee. The trustee for the TPS holders
will be U.S. Bank, N.A. The trustee will not have the power to take enforcement
action in the event of a default under the TPS for five years from the date of
default. In the event of default, however, our Company would be precluded from
paying dividends until the default is cured.

     The proceeds of the TPS placement will be used by our Company to facilitate
the Bank 10 acquisition and for general corporate purposes. Consummation of the
TPS placement is subject to the satisfaction of customary closing conditions.

     MATERIAL CHALLENGES AND RISKS: Our Company may experience difficulties in
managing growth and in effectively integrating newly established branches. As
part of our general strategy, our Company may continue to acquire banks and
establish de novo branches that we believe provide a strategic fit. To the
extent that our Company does grow, there can be no assurances that we will be
able to adequately and profitably manage such growth.

     The successes of our Company's growth strategy will depend primarily on the
ability of our banking subsidiaries to generate an increasing level of loans and
deposits at acceptable risk levels and on acceptable terms without significant
increases in non-interest expenses relative to revenues generated. Our Company's
financial performance also depends, in part, on our ability to manage various
portfolios and to successfully introduce additional financial products and
services. Furthermore, the success of our Company's growth strategy will depend
on our ability to maintain sufficient regulatory capital levels and on general
economic conditions that are beyond our control.

     REVENUE SOURCE: 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 primarily 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, Warsaw, Springfield and Lee's
Summit, 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.

     Much of our Company's business is commercial, commercial real estate
development, and mortgage lending. Our Company has experienced continued strong
loan demand in the communities within which we operate even during economic
slowdowns. Our Company's income from mortgage brokerage activities is directly
dependent on mortgage rates and the level of home purchases and refinancings.

     Our Company's primary source of revenue is net interest income derived
primarily from lending and deposit taking activities. A secondary source of
revenue is investment income. Our Company also derives income from trust,
brokerage, credit card and mortgage banking activities and service charge
income.

     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.


                                       7

<PAGE>

     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 2004 decreased $739,000 or 8.2%
over 2003 and followed a $951,000 or 11.7% increase for 2003 compared to 2002.
Basic earnings per common share increased from $1.91 for 2002, to $2.17 for 2003
and decreased to $1.99 for 2004. Diluted earnings per common share increased
from $1.90 for 2002, to $2.15 for 2003 and decreased to $1.98 for 2004. Return
on average total assets increased from 1.04% for 2002, to 1.09% for 2003 and
decreased to 0.93% for 2004. Return on average total stockholders' equity
increased from 9.89% for 2002, to 10.45% for 2003 and decreased to 9.16% for
2004.

     Average loans outstanding increased $61,451,000 or 11.4% to $601,363,000
for 2004 compared to $539,912,000 for 2003 and followed a $64,546,000 or 12.0%
increase for 2003 compared to 2002. Average commercial loans outstanding
increased $48,505,000 or 26.8% for 2004 compared to 2003 and followed a
$33,105,000 or 23.03% increase for 2003 compared to 2002. Average real estate
loans outstanding increased $18,272,000 or 5.8% for 2004 compared to 2003 and
followed a $21,160,000 or 7.42% increase for 2003 compared to 2002. Average
consumer loans outstanding decreased $5,326,000 or 12.4% for 2004 compared to
2003 and followed a $3,633,000 or 7.85% decrease for 2003 compared to 2002.

     The primary reason for the increases in average loans outstanding in 2004
and 2003 is due to continued strong loan demand in our Company's trade areas
especially in commercial real estate development lending as well as expanded our
branch network. Residential real estate lending also grew in 2004 and 2003 due
to favorable rates in the market. It should be noted that consumer loans
decreased on average in 2004, 2003 and 2002. 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 2004, 2003 and 2002 and as such this portion
of the loan portfolio declined in balance.

     Average investment securities and federal funds sold decreased $426,000 or
0.19% to $223,613,000 for 2004 compared to $224,039,000 for 2003 and followed a
$11,942,000 or 5.1% decrease for 2003 compared to 2002. The decreases reflect
the use of investment liquidity to fund our Company's growth in the loan
portfolio.

     Average demand deposits increased $11,925,000 or 14.9% to $92,065,000 for
2004 compared to $80,140,000 for 2003 and followed a $9,033,000 or 12.7%
increase for 2003 compared to 2002. The increase for 2004 is primarily due to
the opening of branches in two new locations during 2004, while the 2003
increase reflects the acquisition of a branch in Springfield, Missouri.

     Average total time deposits increased $43,893,000 or 8.0% to $591,896,000
for 2004 compared to $548,003,000 for 2003 and followed a $42,096,000 or 8.3%
increase for 2003 compared to 2002. The increase in average time deposits for
2004 is attributed to a special money market promotion at one bank as well as
the opening of additional branches in two new markets. Approximately $13,586,000
of the increase in average time deposits for 2003 is attributed to the
Springfield acquisition. Other than the increase attributed to the acquisition,
average time deposits increased approximately $28,510,000 or 5.64%.
Approximately $8,522,000 of the remaining increase in average time deposits for
2003 represents brokered time deposits. These brokered time deposits represent
certificates of deposit issued in denominations of less than $100,000 for
various terms up to two years in length.

     Average federal funds purchased and securities sold under agreements to
repurchase decreased $9,566,000 or 13.9% to $59,293,000 for 2004 compared to
$68,859,000 for 2003 and followed a $2,757,000 or 4.2% increase for 2003
compared to 2002. Those variances reflected competition for institutional funds
awarded based upon competitive bids as well as an increased use of federal funds
purchased to fund loan growth.

     Average interest-bearing demand notes to U.S. Treasury decreased $123,000
or 15.3% to $679,000 for 2004 compared to $802,000 for 2003 and followed a
$52,000 or 6.1% decrease for 2003 compared to 2002. Balances in this account are
governed by the U.S. Treasury's funding requirements.


                                       8

<PAGE>

     Average subordinated notes was $20,352,000 for 2004. Our Company had no
subordinated notes in 2003 or 2002. Our Company issued $25,774,000 of
subordinated noted in March 2004. $11,000,000 of the proceeds were used to pay
existing debt with the balance retained for general corporate purposes.

     Average other borrowed money decreased $5,940,000 or 14.3% to $35,502,000
for 2004 compared to $41,442,000 for 2003 and followed a $784,000 or 1.9%
decrease for 2003 compared to 2002. The 2004 and 2003 decreases reflect the
repayment of debt.

     Average stockholders' equity increased $4,090,000 or 4.7% to $90,625,000
for 2004 compared to $86,535,000 for 2003 and followed a $4,732,000 or 5.8%
increase for 2003 compared to 2002. The increases represent net income retained
in excess of dividends declared plus adjustments for unrealized gains or losses
on debt and equity securities, net of taxes.


                                       9

<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,
                                            ----------------------------
                                              2004       2003      2002
                                            --------   -------   -------
<S>                                         <C>        <C>       <C>
Interest income                             $ 41,091    38,922    40,463
Fully taxable equivalent (FTE) adjustment        663       679       780
                                            --------   -------   -------

Interest income (FTE basis)                   41,754    39,601    41,243
Interest expense                              13,387    12,798    16,326
                                            --------   -------   -------

Net interest income (FTE basis)               28,367    26,803    24,917
Provision for loan losses                        942     1,092       936
                                            --------   -------   -------
Net interest income after provision
   for loan losses (FTE basis)                27,425    25,711    23,981
Noninterest income                             5,733     6,704     6,103
Noninterest expense                           20,383    18,536    17,832
                                            --------   -------   -------
Income before income taxes (FTE basis)        12,775    13,879    12,252

Income taxes                                   3,807     4,156     3,379
FTE adjustment                                   663       679       780
                                            --------   -------   -------
Income taxes (FTE basis)                       4,470     4,835     4,159
                                            --------   -------   -------
Net income                                  $  8,305     9,044     8,093
                                            ========   =======   =======
Average total earning assets                $827,710   767,928   713,116
                                            ========   =======   =======
Net interest margin                             3.43%     3.49      3.49
                                            ========   =======   =======
</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 $1,564,000 or 5.8% to $28,367,000 for 2004
compared to $26,803,000 for 2003, and followed a $1,886,000 or 7.6% increase for
2003 compared to 2002. Measured as a percentage of average earning assets, the
net interest margin (expressed on a fully taxable equivalent basis) decreased
from 3.49% for 2002 and 2003 to 3.43% for 2004. The decrease in net interest
margin reflects a continual decline in interest rates until late fall when rates
again began to rise. The net interest margin remained stable between 2003 and
2002 at 3.49%.

     The provision for loan losses decreased $150,000 or 13.7% to $942,000 for
2004 compared to $1,092,000 for 2003 and followed a $156,000 or 16.7% increase
for 2003 compared to 2002. The 2004 provision reflects the amount management
determined was appropriate to maintain the allowance for loan losses at a level
that was adequate to cover probable losses in the loan portfolio. The increase
in the provision in 2003 was primarily due to increased reserve allocations
associated with impaired loans. The allowance for loan losses totaled $7,495,000
or 1.18% of loans outstanding at December 31, 2004 compared to $8,267,000 or
1.42% of loans outstanding at December 31, 2003 and $7,121,000 or 1.46% of loans
outstanding at December 31, 2002. The allowance for loan losses expressed as a
percentage of nonperforming loans was 123.07% at December 31, 2004, 274.29% at
December 31, 2003, and 236.66% at December 31, 2002.


                                       10

<PAGE>

RESULTS OF OPERATIONS

     YEARS ENDED DECEMBER 31, 2004 AND 2003

     Our Company's net income decreased by $739,000 or 8.2% to $8,305,000 for
the year ended December 31, 2004 compared to $9,044,000 for 2003. Net interest
income on a fully taxable equivalent basis increased to $28,367,000 or 3.43% of
average earning assets for 2004 compared to $26,803,000 or 3.49% of average
earning assets for 2003. The provision for loan losses for 2004 was $942,000
compared to $1,092,000 for 2003. Net loans charged off for 2004 were $1,714,000
compared to $158,000 for 2003. The increase in net loans charged off primarily
represents one large commercial credit for which management had made adequate
provisions in the reserve for loan losses.

     Noninterest income and noninterest expense for the years ended December 31,
2004 and 2003 were as follows:

(DOLLARS EXPRESSED IN THOUSANDS)

<TABLE>
<CAPTION>
                                                YEAR ENDED
                                               DECEMBER 31,     INCREASE (DECREASE)
                                             ----------------   ------------------
                                               2004     2003     AMOUNT      %
                                             -------   ------    ------   ------
<S>                                          <C>       <C>      <C>       <C>
NONINTEREST INCOME
Service charges on deposit accounts          $ 3,041    2,752       289     10.5%
Trust department income                          694      793       (99)   (12.5)
Brokerage income                                 100      107        (7)    (6.5)
Mortgage loan servicing fees, net                431     (125)      556    444.8
Gain on sales of mortgage loans                  797    2,506    (1,709)   (68.2)
Gain on sales and calls of debt securities        (8)      38       (46)  (121.1)
Credit card fees                                 173      158        15      9.5
Other                                            505      475        30      6.3
                                             -------   ------    ------   ------
                                             $ 5,733    6,704      (971)   (14.5)%
                                             =======   ======    ======   ======
NONINTEREST EXPENSE
Salaries and employee benefits               $11,227   10,088     1,139     11.3%
Occupancy expense, net                         1,143    1,074        69      6.4
Furniture and equipment expense                2,014    2,087       (73)    (3.5)
FDIC insurance assessment                        100       96         4      4.2
Advertising and promotion                        575      560        15      2.7
Postage, printing, and supplies                  825      847       (22)    (2.6)
Legal, examination, and professional fees      1,108      745       363     48.7
Credit card expenses                             102       99         3      3.0
Credit investigation and loan collection         165      129        36     27.9
Amortization of intangible assets                215      307       (92)   (30.0)
Other                                          2,909    2,504       405     16.2
                                             -------   ------    ------   ------
                                             $20,383   18,536     1,847     10.0%
                                             =======   ======    ======   ======
</TABLE>

     Noninterest income decreased $971,000 or 14.5% to $5,733,000 for 2004
compared to $6,704,000 for 2003. The $289,000 or 10.5% increase in service
charges on deposit accounts reflects an increase in the per item insufficient
check fee charged by one of our Company's subsidiary banks. Trust department
income decreased $99,000 or 12.5% due primarily to the collection of more
distribution fees during 2003 compared to 2004. The $556,000 or 444.8% increase
in mortgage loan servicing fees reflects a $556,000 impairment charge to
mortgage servicing rights taken during 2003. There has been no impairment to the
carrying value of mortgage servicing rights in 2004. Gain on sales of mortgage
loans decreased $1,709,000 or 68.2% due to a decrease in volume of loans
originated and sold to the secondary market from approximately $112,749,000 in
2003 to approximately $48,989,000 in 2004. Mortgage rates were relatively stable
during 2004 compared to a period of declining mortgage


                                       11

<PAGE>

rates during 2003. As a result, there were fewer loans refinanced during 2004
compared to 2003 resulting in the decreased volume of loans sold. The $46,000 or
121.1% decrease in gains on sales and calls of debt securities represents a
decrease in the volume of securities sold in 2004 versus 2003.

     Noninterest expense increased $1,847,000 or 10.0% to $20,383,000 for 2004
compared to $18,536,000 for 2003. Salaries and benefits increased $1,139,000 or
11.3%. Approximately $518,000 of this increase reflects salaries and benefits
related to an additional branch purchased in June of 2003 as well as two
additional branches opened in 2004. The balance of the increase reflects normal
salary increases, additional hires and higher health insurance premiums. The
$73,000 or 3.5% decrease in furniture and equipment expense is primarily the
result of decreased depreciation and amortization expense for equipment and
software purchased in prior years. Our Company utilizes both straight-line and
accelerated depreciation methods. Assets utilizing accelerated methods recognize
higher depreciation expense in early years and lower expense in later years of
the life of assets. The $363,000 or 48.7% increase in legal, examination, and
professional fees represents increased costs associated with Sarbanes-Oxley
compliance, benefit plan consulting, and strategic planning. Amortization of
intangible assets decreased $92,000 or 30.0% due to a decrease in the amount of
intangible assets requiring amortization. Other expense increased $405,000 or
16.2% primarily due to an IRS settlement of $318,000 on income that had been
deferred for tax purposes but not book.

     Income taxes as a percentage of earnings before income taxes as reported in
the consolidated financial statements were 31.4% for 2004 compared to 31.5% for
2003.


                                       12

<PAGE>

YEARS ENDED DECEMBER 31, 2003 AND 2002

     Our Company's net income increased by $951,000 or 11.8% to $9,044,000 for
the year ended December 31, 2003 compared to $8,093,000 for 2002. Net interest
income on a fully taxable equivalent basis increased to $26,803,000 or 3.49% of
average earning assets for 2003 compared to $24,917,000 or 3.49% of average
earning assets for 2002. The provision for loan losses for 2003 was $1,092,000
compared to $936,000 for 2002. Net loans charged off for 2003 were $158,000
compared to $488,000 for 2002.

     Noninterest income and noninterest expense for the years ended December 31,
2003 and 2002 were as follows:

(DOLLARS EXPRESSED IN THOUSANDS)

<TABLE>
<CAPTION>
                                                YEAR ENDED
                                               DECEMBER 31,     INCREASE (DECREASE)
                                             ----------------   -------------------
                                               2003     2002      AMOUNT      %
                                             -------   ------     ------   ------
<S>                                          <C>       <C>      <C>        <C>
NONINTEREST INCOME
Service charges on deposit accounts          $ 2,752    2,684        68       2.5%
Trust department income                          793      513       280      54.6
Brokerage income                                 107       88        19      21.6
Mortgage loan servicing fees, net               (125)     222      (347)   (156.3)
Gain on sales of mortgage loans                2,506    1,768       738      41.7
Gain on sales and calls of debt securities        38      163      (125)    (76.7)
Credit card fees                                 158      153         5       3.3
Other                                            475      512       (37)     (7.2)
                                             -------   ------      ----    ------
                                             $ 6,704    6,103       601       9.8%
                                             =======   ======      ====    ======
NONINTEREST EXPENSE
Salaries and employee benefits               $10,088    9,337       751       8.0%
Occupancy expense, net                         1,074    1,079        (5)     (0.5)
Furniture and equipment expense                2,087    1,887       200      10.6
FDIC insurance assessment                         96      103        (7)     (6.8)
Advertising and promotion                        560      467        93      19.9
Postage, printing, and supplies                  847      918       (71)     (7.7)
Legal, examination, and professional fees        745    1,002      (257)    (25.6)
Credit card expenses                              99       95         4       4.2
Credit investigation and loan collection         129      292      (163)    (55.8)
Amortization of intangible assets                307      299         8       2.7
Other                                          2,504    2,353       151       6.4
                                             -------   ------      ----    ------
                                             $18,536   17,832       704       3.9%
                                             =======   ======      ====    ======
</TABLE>

Noninterest income increased $601,000 or 9.8% to $6,704,000 for 2003 compared to
$6,103,000 for 2002. The increase in trust department income reflects higher
trust distribution fees collected in 2003 compared to 2002. The decrease in
mortgage servicing fees of $347,000 reflects a $566,000 impairment write-down of
our Company's mortgage servicing rights to their fair value during 2003 compared
to $259,000 during 2002. This write-down is reflective of the high refinancing
activity that our Company has experienced in its servicing portfolio during the
first and second quarters of 2003. Gains on sales of mortgage loans increased
$738,000 or 41.7% due to an increase in volume of loans originated and sold to
the secondary market from approximately $107,312,000 during 2002 to
approximately $112,759,000 during 2003. 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 2003 compared to those in effect during
2002. The $125,000 or 76.7% decrease in gain on sales and calls of debt
securities represents a decrease in the volume of securities sold in 2003 versus
2002.


                                       13

<PAGE>

     Noninterest expense increased $704,000 or 3.9% to $18,536,000 for 2003
compared to $17,832,000 for 2002. Salaries and benefits increased $751,000 or
8.0%. Approximately $124,000 of this increase reflects costs associated with the
acquisition of the Springfield branch. The balance of the increase reflects
normal salary adjustments, increased insurance benefit costs, and increased
pension and profit sharing expense. The $200,000 or 10.6% increase in furniture
and equipment expense are primarily related to increased depreciation associated
with purchases of core data processing hardware and software during the second
half of the prior year as well as upgrades of numerous personal computers in the
current year. The $257,000 or 25.6% decrease in legal, examination, and
professional fees is due in large part to consulting fees paid in the prior year
for services related to our Company wide data processing conversion. The
$163,000 or 55.8% decrease in credit investigation and loan collection expense
reflects lower costs related to foreclosed properties and repossessions.

     The $151,000 or 6.4% 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.

NET INTEREST INCOME

     Fully taxable equivalent net interest income increased $1,564,000 or 5.8%
to $28,367,000 for 2004 compared to $26,803,000 for 2003, and followed a
$1,886,000 or 7.6% increase from 2003 compared to 2002. The increase in net
interest income in 2004 and 2003 was the result of increased earning assets.


                                       14

<PAGE>

     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, 2004.

(DOLLARS EXPRESSED IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                    YEAR ENDED DECEMBER 31,
                                  -------------------------------------------------------------------------------------------
                                                2004                          2003                           2002
                                  -----------------------------  -----------------------------  -----------------------------
                                             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                     $229,647    $13,117    5.71%   $181,142    $10,611    5.86%   $143,727    $ 9,062     6.31%
   Real estate                     334,082     19,213    5.75     315,810     18,687    5.92     285,342     19,262     6.75
   Consumer                         37,634      3,008    7.99      42,960      3,381    7.87      46,297      3,940     8.51
Investment in debt and
   equity securities: (3)
   U.S. Treasury and U.S.
      Government agencies          161,449      3,921    2.43     151,806      4,284    2.82     146,096      5,492     3.76
      State and municipal           31,359      1,893    6.04      31,375      2,062    6.57      37,133      2,493     6.71
      Other                          5,125        165    3.22       4,653        170    3.65       4,970        215     4.33
Federal funds sold                  25,680        403    1.57      36,205        365    1.01      47,782        736     1.54
Interest bearing deposits
   in other financial
   institutions                      2,734         34    1.24       3,977         41    1.03       1,769         43     2.43
                                  --------    -------            --------    -------            --------    -------
   Total interest earning assets   827,710     41,754    5.04     767,928     39,601    5.16     713,116     41,243     5.78
All other assets                    76,930                         72,962                         71,982
Allowance for loan losses           (8,596)                        (7,717)                        (6,936)
                                  --------                       --------                       --------
   Total assets                   $896,044                       $833,173                       $778,162
                                  ========                       ========                       ========
</TABLE>

Continued on next page


                                       15

<PAGE>

<TABLE>
<CAPTION>
                                                                 YEAR ENDED DECEMBER 31,
                              -------------------------------------------------------------------------------------------
                                           2004                           2003                           2002
                              -----------------------------  -----------------------------  -----------------------------
                                         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                  $115,277    $   794    0.69%   $100.959    $   672    0.67%   $ 87,759    $   911    1.04%
Savings                         55,743        319    0.57      53,630        371    0.69      49,726        514    1.03
Money market                    88,352      1,265    1.43      64,999        582    0.90      62,818        856    1.36
Time deposits of
  $100,000 and over             84,983      1,929    2.27      77,631      1,859    2.39      58,432      1,867    3.20
Other time deposits            247,541      5,931    2.40     250,784      6,881    2.74     247,172      8,921    3.61
                              --------    -------            --------    -------            --------    -------
Total time deposits            591,896     10,238    1.73     548,003     10,365    1.89     505,907     13,069    2.58
Federal funds purchased
   and securities sold under
   agreements to repurchase     59,293        689    1.16      68,859        664    0.96      66,102      1,004    1.52
Interest - bearing demand
   notes to U.S. Treasury          679          7    1.03         802          7    0.87         854         11    1.29
Subordinated notes              20,352        886    4.35          --         --      --          --         --      --
Other borrowed money            35,502      1,567    4.41      41,442      1,762    4.25      42,226      2,242    5.31
                              --------    -------            --------    -------            --------    -------
   Total interest -
      bearing liabilities      707,722     13,387    1.89     659,106     12,798    1.94     615,089     16,326    2.65
Demand deposits                 92,065                         80,140                         71,107
Other liabilities                5,632                          7,392                         10,163
                              --------                       --------                       --------
   Total liabilities           805,419                        746,638                        696,359
Stockholders' equity            90,625                         86,535                         81,803
                              --------                       --------                       --------
   Total liabilities and
      stockholders' equity    $896,044                       $833,173                       $778,162
                              ========                       ========                       ========
Net interest income                       $28,367                        $26,803                        $24,917
                                          =======                        =======                        =======
Net interest margin                                  3.43%                          3.49%                          3.49%
                                                     ====                           ====                           ====
</TABLE>
(1)  Interest income and yields are presented on a fully taxable equivalent
     basis using the Federal statutory income tax rate of 35%, net of
     nondeductible interest expense. Such adjustments totaled $663,000, $679,000
     and $780,000 for the years ended December 31, 2004, 2003 and 2002,
     respectively.

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

(3)  Average balances based on amortized cost.


                                       16

<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
                                   DECEMBER 31, 2004              YEAR ENDED
                                      COMPARED TO             DECEMBER 31, 2003
                                   DECEMBER 31, 2003             COMPARED TO
                                     CHANGE DUE TO            DECEMBER 31, 2002
                               ------------------------   -------------------------
                                           CHANGE DUE                  CHANGE DUE
                                TOTAL   ---------------    TOTAL    ---------------
                               CHANGE   VOLUME    RATE     CHANGE   VOLUME    RATE
                               ------   ------   ------   -------   ------   ------
<S>                            <C>      <C>      <C>      <C>       <C>      <C>
INTEREST INCOME ON A FULLY
   TAXABLE EQUIVALENT BASIS:
Loans: (1)
   Commercial                  $2,506    2,775     (269)  $ 1,549    2,231     (682)
   Real estate (2)                526    1,061     (535)     (575)   1,939   (2,514)
   Consumer                      (373)    (425)      52      (559)    (274)    (285)
Investment in debt and
   equity securities:
   U.S. Treasury and U.S.
   Government agencies           (363)     260     (623)   (1,208)     208   (1,416)
   State and municipal(2)        (169)      (1)    (168)     (431)    (379)     (52)
   Other                           (5)      16      (21)      (45)     (13)     (32)
Federal funds sold                 38     (126)     164      (371)    (153)    (218)
Interest bearing deposits
   in other financial
   Institutions                    (7)     (15)       8        (2)      33      (35)
                               ------    -----   ------   -------    -----   ------
Total interest
   Income                       2,153    3,545   (1,392)   (1,642)   3,592   (5,234)
</TABLE>

Continued on next page


                                       17

<PAGE>

<TABLE>
<CAPTION>
                                                 YEAR ENDED                 YEAR ENDED
                                              DECEMBER 31, 2004          DECEMBER 31, 2003
                                                 COMPARED TO                COMPARED TO
                                              DECEMBER 31, 2003          DECEMBER 31, 2002
                                          ------------------------   -------------------------
                                                      CHANGE DUE                CHANGE DUE
                                           TOTAL   ---------------    TOTAL    ---------------
                                          CHANGE   VOLUME    RATE     CHANGE   VOLUME    RATE
                                          ------   ------   ------   -------   ------   ------
<S>                                       <C>      <C>      <C>      <C>       <C>      <C>
INTEREST EXPENSE:
NOW accounts                                 122       97       25      (239)     123     (362)
Savings                                      (52)      14      (66)     (143)      38     (181)
Money market                                 683      256      427      (274)      29     (303)
Time deposits of $100,000 and over            70      170     (100)       (8)     526     (534)
Other time Deposits                         (950)     (88)    (862)   (2,040)     128   (2,168)
Federal funds purchased
   and securities sold under
   agreements to repurchase                   25     (100)     125      (340)      40     (380)
Interest-bearing
demand notes to U.S. Treasury                 --       (1)       1        (4)      (1)      (3)
Subordinated notes                           886      886       --        --       --       --
Other borrowed money                        (195)    (261)      66      (480)     (40)    (440)
                                          ------    -----   ------   -------    -----   ------
Total interest Expense                       589      973     (384)   (3,528)     843   (4,371)
                                          ------    -----   ------   -------    -----   ------
NET INTEREST INCOME
   ON A FULLY TAXABLE  EQUIVALENT BASIS   $1,564    2,572   (1,008)  $ 1,886    2,749     (863)
                                          ======    =====   ======   =======    =====   ======
</TABLE>

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

(2)  Interest income and yields are presented on a fully taxable equivalent
     basis using the federal statutory income tax rate of 35%, net of
     nondeductible interest expense. Such adjustments totaled $663,000, $679,000
     and $780,000 for the years ended December 31, 2004, 2003 and 2002,
     respectively.

LENDING AND CREDIT MANAGEMENT

     Interest earned on the loan portfolio is a primary source of interest
income for our Company. Net loans represented 68.1% of total assets as of
December 31, 2004. Total loans increased steadily from December 31, 2002 through
December 31, 2004 due to stable local economies and reasonable interest rates as
well as an expanded branch network.

     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.


                                       18

<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,
                        ---------------------------------------------------------------------------------------------
                              2004               2003               2002               2001               2000
                        ----------------   ----------------   ----------------   ----------------   -----------------
                         AMOUNT      %      AMOUNT      %      AMOUNT      %      AMOUNT      %      AMOUNT       %
                        --------   -----   --------   -----   --------   -----   --------   -----   --------   ------
<S>                     <C>        <C>     <C>        <C>     <C>        <C>     <C>        <C>     <C>        <C>
Commercial, financial
   and agricultural     $249,498    39.2%  $212,440    36.4%  $147,851    30.4%  $137,235    29.5%  $151,330    32.3%
Real estate
  Construction            65,075    10.2     46,672     8.0     41,437     8.5     25,820     5.6     20,500     4.4
Real estate Mortgage     284,309    44.7    283,111    48.5    250,318    51.4    254,324    54.8    238,157    50.8
Installment loans
   to individuals         37,755     5.9     41,696     7.1     46,958     9.7     46,985    10.1     58,484    12.5
                        --------           --------           --------           --------           --------
   Total loans          $636,637   100.0%  $583,919   100.0%  $486,564   100.0%  $464,364   100.0%  $468,471   100.0%
                        ========           ========           ========           ========           ========
</TABLE>

     Loans at December 31, 2004 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                $100,128   $ 80,041   $ 55,553   $ 7,538    $ 6,238   $249,498
Real estate - construction           63,977      1,098         --        --         --     65,075
Real estate - mortgage               62,388     74,244     78,801    20,565     48,311    284,309
Installment loans to individuals     16,438     20,934        135       205         43     37,755
                                   --------   --------   --------   -------    -------   --------
   Total loans                     $242,931   $176,317   $134,489   $28,308    $54,592   $636,637
                                   ========   ========   ========   =======    =======   ========
</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, 2004 our Company was
servicing approximately $215,000,000 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.


                                       19

<PAGE>

     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, value of underlying collateral 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 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.

     The following table summarizes loan loss experience for the periods
indicated:

(DOLLARS EXPRESSED IN THOUSANDS)

<TABLE>
<CAPTION>
                                                          YEAR ENDED DECEMBER 31,
                                             ------------------------------------------------
                                               2004       2003      2002      2001      2000
                                             --------   -------   -------   -------   -------
<S>                                          <C>        <C>       <C>       <C>       <C>
Analysis of allowance for loan losses:
Balance beginning of year                    $  8,267     7,121     6,673     6,940     4,765
Allowance for loan losses of
   acquired companies at date of
   acquisitions                                    --       212        --        --     1,150
Charge-offs:
   Commercial, financial, and agricultural      1,596        58       146       689       273
   Real estate -- construction                     --        --        19       144        --
   Real estate -- mortgage                         26        86        22        61        10
   Installment loans to individuals               236       340       581       708       436
                                             --------   -------   -------   -------   -------
                                                1,858       484       768     1,602       719
Recoveries:
   Commercial, financial, and agricultural         18       164       115        22       409
   Real estate--construction                       --        --        --        --        --
   Real estate--mortgage                           --        --         1         8        --
   Installment loans to individuals               127       162       164       151       113
                                             --------   -------   -------   -------   -------
                                                  145       326       280       181       522
                                             --------   -------   -------   -------   -------
Net charge-offs                                 1,713       158       488     1,421       197
                                             --------   -------   -------   -------   -------
Provision for loan losses                         942     1,092       936     1,154     1,222
                                             --------   -------   -------   -------   -------
Balance at end of year                       $  7,496     8,267     7,121     6,673     6,940
                                             ========   =======   =======   =======   =======
Loans outstanding:
   Average                                   $601,363   539,912   475,366   462,468   423,553
   End of period                              636,637   583,919   486,564   464,364   468,471
Allowance for loan losses to loans
   outstanding:
   Average                                       1.25%     1.53      1.50      1.44      1.64
   End of period                                 1.18      1.42      1.46      1.44      1.48
Net charge-offs to average
   loans outstanding                             0.29      0.03      0.10      0.31      0.05
</TABLE>


                                       20

<PAGE>

<TABLE>
<CAPTION>
                                                                    YEAR ENDED DECEMBER 31,
                                                            --------------------------------------
                                                             2004     2003    2002    2001    2000
                                                            ------   -----   -----   -----   -----
<S>                                                         <C>      <C>     <C>     <C>     <C>
Allocation of allowance for loan losses at end of period:
   Commercial, financial, and agricultural                  $3,700   3,979   2,627   2,444   2,838
   Real estate -- construction                                 288     201     168     104     530
   Real estate -- mortgage                                   2,563   2,538   2,208   1,872   1,552
   Installment loans to individuals                            429     561     542     669     900
   Unallocated                                                 516     988   1,576   1,584   1,120
                                                            ------   -----   -----   -----   -----
      Total                                                 $7,496   8,267   7,121   6,673   6,940
                                                            ======   =====   =====   =====   =====
Percent of categories to total loans:
   Commercial, financial, and agricultural                    39.2%   36.4    30.4    29.5    32.3
   Real estate -- construction                                10.2     8.0     8.5     5.6     4.4
   Real estate -- mortgage                                    44.7    48.5    51.4    54.8    50.8
   Installment loans to individuals                            5.9     7.1     9.7    10.1    12.5
                                                            ------   -----   -----   -----   -----
      Total                                                  100.0   100.0   100.0   100.0   100.0
                                                            ======   =====   =====   =====   =====
</TABLE>

     Nonperforming loans, defined as loans on nonaccrual status, loans 90 days
or more past due, and restructured loans totaled $6,091,000 or 0.96% of total
loans at December 31, 2004 compared to $3,014,000 or 0.52% of total loans at
December 31, 2003. The following table summarizes our Company's nonperforming
assets at the dates indicated:


                                       21

<PAGE>

(DOLLARS EXPRESSED IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                  DECEMBER 31,
                                              ------------------------------------------------
                                                2004       2003      2002      2001      2000
                                              --------   -------   -------   -------   -------
<S>                                           <C>        <C>       <C>       <C>       <C>
Nonaccrual loans:
   Commercial, financial,
      and agricultural                        $  4,213     1,520     1,179     2,518     2,648
   Real estate -- construction                      --        59        69        66     1,006
   Real estate -- mortgage                       1,246     1,270     1,152       842     3,584
   Installment loans to individuals                 30        55        81       124       453
                                              --------   -------   -------   -------   -------
      Total nonaccrual loans                     5,489     2,904     2,481     3,550     7,691
                                              --------   -------   -------   -------   -------

Loans contractually past-due 90 days
   or more and still accruing:
   Commercial, financial, and agricultural          12        66        85        96        --
   Real estate -- construction                      --        --       169        --        --
   Real estate -- mortgage                         591         4       254       299       237
   Installment loans to individuals                 --        40        20        52       154
                                              --------   -------   -------   -------   -------
      Total loans contractually past-due
         90 days or more and still accruing        603       110       528       447       391

Restructured loans                                  --        --        --        --        --
                                              --------   -------   -------   -------   -------
      Total nonperforming loans                  6,092     3,014     3,009     3,997     8,082
Other real estate                                   30        47       116       650        36
Repossessions                                       42        73       115       141       143
                                              --------   -------   -------   -------   -------
      Total nonperforming assets              $  6,164     3,134     3,240     4,788     8,261
                                              ========   =======   =======   =======   =======

Loans                                         $636,637   583,919   486,564   464,364   468,471

Allowance for loan losses to
   loans                                          1.18%     1.42      1.46      1.44      1.48
Nonperforming loans to loans                      0.96      0.52      0.62      0.86      1.73
Allowance for loan losses to
   nonperforming loans                          123.05    274.29    236.66    166.98     85.87
Nonperforming assets to loans and
   foreclosed assets                              0.97      0.54      0.67      1.03      1.76
</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 $547,000, $227,000 and $203,000
for the years ended December 31, 2004, 2003 and 2002, respectively.
Approximately $134,000, $56,000 and $39,000 was actually recorded as interest
income on such loans for the year ended December 31, 2004, 2003 and 2002,
respectively.


                                       22

<PAGE>

     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, 2004 included in the table above, which were considered impaired,
management has identified an additional loan totaling approximately $12,000
which is not included in the nonaccrual table above but is considered by
management to be impaired.

     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, 2004, $1,681,000 of our Company's allowance for loan
losses related to impaired loans totaling approximately $5,501,000.

     As of December 31, 2004 and 2003 approximately $12,438,000 and $17,167,000,
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. The $4,729,000 decrease in classified loans
is primarily represented by one commercial credit of approximately $4,500,000.
This loan was paid off as a result of the sale of the business. 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. The allowance for loan
losses consists of three components: asset-specific reserves, reserves based on
expected loss estimates, and unallocated reserves.

     The asset-specific component applies to loans evaluated individually for
impairment and is based on management's best estimate of discounted cash
repayments and proceeds from liquidating collateral. The actual timing and
amount of repayments and the ultimate realizable value of the collateral may
differ from management's estimate.

     The expected loss component is generally determined by applying statistical
loss factors and other risk indicators to pools of loans by asset type. These
expected loss estimates are sensitive to changes in delinquency status,
realizable value of collateral, and other risk factors.

     The underlying assumptions, estimates and assessments used by management to
determine these components are continually evaluated and updated to reflect
management's current view of overall economic conditions and relevant factors
impacting credit quality and inherent losses. Changes in such estimates could
significantly impact the allowance and provision for credit losses. Our Company
could experience credit losses that are different from the current estimates
made by management.

     At December 31, 2004, management allocated $6,980,000 of the $7,496,000
total allowance for loan losses to specific loans and loan categories and
$516,000 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, 2004 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.


                                       23

<PAGE>

INVESTMENT PORTFOLIO

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

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

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

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

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

     At December 31, 2004, debt and equity securities classified as
available-for-sale represented 18.6% of total consolidated assets. Future levels
of held-to-maturity and available-for-sale investment securities can be expected
to vary depending upon liquidity and interest sensitivity needs as well as other
factors.

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

(DOLLARS EXPRESSED IN THOUSANDS)

<TABLE>
<CAPTION>
                                             2004          2003          2002
                                         AVAILABLE -   AVAILABLE -   AVAILABLE -
                                           FOR-SALE      FOR-SALE      FOR-SALE
                                         -----------   -----------   -----------
<S>                                      <C>           <C>           <C>
U.S. Government agencies and
   corporations:
      Asset-backed                         $  4,470      $ 13,242      $  9,104
      Other                                 128,381       142,332       136,742
States and political
   Subdivisions                              33,321        29,327        35,804
Other debt securities                         1,764         1,032         1,485
                                           --------      --------      --------
   Total debt securities                    167,936       185,933       183,135
Federal Home Loan Bank Stock                  3,021         2,262         2,829
Federal Reserve Bank Stock                      751           751           750
Federal Agricultural
Mortgage Corporation                             10            10            10
                                           --------      --------      --------
Total investments                          $171,718      $188,956      $186,724
                                           ========      ========      ========
</TABLE>


                                       24

<PAGE>

     As of December 31, 2004, the maturity of debt securities in the investment
portfolio was as follows:

(DOLLARS EXPRESSED IN THOUSANDS)

<TABLE>
<CAPTION>
                                                             OVER ONE    OVER FIVE                WEIGHTED
                                                 ONE YEAR     THROUGH     THROUGH       OVER      AVERAGE
                                                  OR LESS   FIVE YEARS   TEN YEARS   TEN YEARS   YIELD (1)
                                                 --------   ----------   ---------   ---------   ---------
<S>                                              <C>        <C>          <C>         <C>         <C>
AVAILABLE-FOR-SALE
U.S. Government agencies and corporations:
   Asset-backed (2)                               $   125     $ 4,180     $   165      $   --       3.53%
   Other                                           44,288      65,936      17,908         249       2.67
                                                  -------     -------     -------      ------
      Total U.S. Government agencies               44,413      70,116      18,073         249       2.69
States and political subdivisions (3)               4,821      11,309      13,355       3,836       5.70
Other debt security                                   256         734          --         774       4.23
                                                  -------     -------     -------      ------
      Total available-for-sale debt securities    $49,490     $82,159     $31,428      $4,859       3.30%
                                                  =======     =======     =======      ======
      Weighted average yield (1)                     2.40%       3.24%       4.62%       4.88%
</TABLE>

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

(2)  Asset-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, 2004 calculated separately for each mortgage-backed security.
     These repayment speeds are not necessarily indicative of future repayment
     speeds and are subject to change based on changing mortgage interest rates.

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

     At December 31, 2004, $18,431,000 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, 2004, 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 1.0% to 13.1%.


                                       25

<PAGE>

     The following table presents our Company's consolidated static gap position
at December 31, 2004 for the next twelve months and the potential impact on net
interest income for 2004 of an immediate 2% increase in interest rates.

(DOLLARS EXPRESSED IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                  CUMULATIVE
                                                                 ONE THROUGH
                                                                 TWELVE MONTH
                                                                    PERIOD
                                                                 ------------
<S>                                                              <C>
Assets maturing or repricing within one year                       $549,083

Liabilities maturing or repricing within one year                   599,130
                                                                   --------
Gap                                                                $(50,047)
                                                                   ========
Ratio of assets maturing or repricing to
   liabilities maturing or repricing                                     92%
                                                                   ========
Impact on net interest income of an immediate
   2.00% increase in interest rates                                $ (1,001)
                                                                   ========
Net interest income for 2004                                       $ 27,704
                                                                   ========
Percentage change in 2004 net interest
   income due to an immediate 2.00% increase in interest rates        (3.61)%
                                                                   ========
</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 $40,000,000 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, 2004 and 2003, 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,
                                        -----------------
                                          2004      2003
                                        -------   -------
<S>                                     <C>       <C>
Three months or less                    $26,549   $26,325
Over three months through six months     16,880    23,652
Over six months through twelve months    20,217    17,709
Over twelve months                       26,750    22,270
                                        -------   -------
                                        $90,396   $89,956
                                        =======   =======
</TABLE>


                                       26

<PAGE>

     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:

(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, 2004   $34,515     1.73%     $85,163    $57,950     1.16%
December 31, 2003    66,774     0.87       72,921     67,597     0.95
December 31, 2002    67,359     1.08       74,687     66,024     1.52
</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 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, 2004, the amounts of available credit from the FHLB totaled $58,528,000. As
of December 31, 2004, the Banks had $39,525,000 in outstanding borrowings with
the FHLB. The Banks have federal funds purchased lines with correspondent banks
totaling $40,000,000 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 that had no balance outstanding at December
31, 2004.

     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 $4,525,000
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


                                       27

<PAGE>

sheet transactions in its evaluation of our Company's liquidity. In the section
entitled, "Other Off-Balance Sheet Activities", we disclose that our Company has
$122,167,000 in unused loan commitments as of December 31, 2004. While this
commitment level would be difficult to fund given our Company's current
liquidity resources, we know that the nature of these commitments are such that
the likelihood of such a funding demand is very low.

     For the years ended December 31, 2004, 2003 and 2002, net cash provided by
operating activities was $10,329,000 in 2004 versus $12,640,000 in 2003 and
$7,454,000 in 2002. The variances in net cash provided by operating activities
between these years is primarily the result of differences in the timing of tax
payments. Also contributing to the decrease in 2004 versus 2003 was a reduction
in gains recognized on the sale of loans.

     Net cash used in investing activities was $45,085,000 in 2004 versus
$76,466,000 in 2003, and $29,724,000 in 2002. The decrease in cash used in
investing activities in 2004 versus 2003 is primarily the result of larger
growth in our Company's loan portfolio in 2003 compared to 2004. Growth in the
loan portfolio is the primary reason for the variance between 2003 and 2002.

     Net cash provided by financing activities was $43,419,000 in 2004 versus
$43,460,000 in 2003, and $14,073,000 in 2002. Net cash provided by financing
activities was materially consistent for the year 2004 and 2003 but increased
approximately $29,387,000 when comparing 2003 and 2002. Approximately
$26,224,000 of this increase is represented by growth in our Company's deposits
in 2003. Also contributing to the 2003 increase was the purchase in 2002 of
$1,912,000 of treasury stock. Our Company only purchased $3,000 of treasury
stock in 2003.

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, 2004 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     $122,167     80,469    11,458   8,781   21,459
Standby letters of credit      3,080      2,465       393      --      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, 2004 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          $342,627    214,451    95,588   32,264      324
Other borrowed money     39,525     24,093    10,495      741    4,196
</TABLE>


                                       28

<PAGE>

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, 2004 is
included in Note 3 of our Company's consolidated financial statements included
elsewhere in this report.

RECENT ACCOUNTING PRONOUNCEMENTS

     In January 2003, the Financial Accounting Standards Board (FASB) issued
FASB Interpretation No. 46 (FIN 46R) (revised December 2003), Consolidation of
Variable Interest Entities, which addresses how a business enterprise should
evaluate whether it has a controlling financial interest in an entity through
means other than voting rights and accordingly should consolidate the entity.
FIN 46R is intended to achieve more consistent application of consolidation
policies to variable interest entities and, thus improve comparability between
enterprises engaged in similar activities even if some of those activities are
conducted through variable interest entities. Including the assets, liabilities,
and results of activities of variable interest entities in the consolidated
financial statements of their primary beneficiaries should provide more complete
information about the resources, obligations, risks and opportunities of the
consolidated enterprise. For public companies, FIN 46R is applicable to all
special-purpose entities (SPEs) no later than the end of the first reporting
period ending after December 15, 2003, and immediately to all entities created
after January 31, 2003. The effective dates of FIN 46R vary depending on the
type of reporting enterprise and the type of entity that the enterprise is
involved with.

     The only special purpose entity that our Company has in place is a limited
purpose trust that issued trust preferred securities. This limited purpose trust
issued preferred securities to outside investors and used the proceeds of the
issuance to purchase, from our Company, an equivalent amount of junior
subordinated debentures having stated maturities. The debentures are the only
assets of the limited purpose trust. When our Company makes its payments of
interest on the debentures, the limited purpose trust distributes cash to
holders of the trust preferred securities. The trust preferred securities must
be redeemed upon maturity of the debentures. Under the requirements of FIN 46R,
our Company must deconsolidate the limited purpose trust. This has been
reflected in our Company's consolidated financial statements.

     SFAS 150, Accounting for Certain Financial Instruments with Characteristics
of both Liabilities and Equity, was issued in May 2003. This Statement
establishes standards for the classification and measurement of certain
financial instruments with characteristics of both liabilities and equity. The
Statement also includes required disclosures for financial instruments within
its scope. For our Company, the Statement was effective for instruments entered
into or modified after May 31, 2003 and otherwise was effective as of January 1,
2004, except for mandatorily redeemable financial instruments. For certain
mandatorily redeemable financial instruments, the Statement will be effective
for our Company on January 1, 2005. The effective date has been deferred
indefinitely for certain other types of mandatorily redeemable financial
instruments. Our Company currently does not have any financial instruments that
are within the scope of SFAS 150.

     In November 2003, the Emerging Issues Tasks Force (EITF) reached a
consensus on certain disclosure requirements under EITF Issue No 03-1, The
Meaning of Other-Than-Temporary Impairment and Its Application to Certain
Investments. The new disclosure requirements apply to investment in debt and
marketable equity securities that are accounted under SFAS No. 115, Accounting
for Certain Investments in Debt and Equity Securities, and SFAS No. 124,
Accounting for Certain Investments Held by Not-for-Profit Organizations.
Effective for fiscal years ending after December 15, 2003, companies are
required to disclose information about debt or marketable equity securities with
market values below carrying values. Our Company has adopted the disclosure
requirements of EITF Issue No. 03-1 and they are included in Note 5 of our
consolidated financial statements appearing in this report.


                                       29

<PAGE>

     In March, 2004, the Emerging Issues Task Force, (EITF) came to a consensus
regarding EITF 03-1, The Meaning of Other-Than-Temporary Impairment and Its
Application to Certain Investments. Securities in scope are those subject to
SFAS 115 and SFAS 124. The EITF adopted a three-step model that requires
management to determine if impairment exists, decide whether it is other than
temporary, and record other than temporary losses in earnings.

         In September 2004, the FASB approved issuing a Staff Position to delay
the requirement to record impairment losses under EITF 03-1, but broadened the
delay's scope to include additional types of securities. As proposed, the delay
would have applied only to those debt securities described in paragraph 16 of
EITF 03-1, the Consensus that provides guidance for determining whether an
investment's impairment is other than temporary and should be recognized in
income. The approved delay will apply to all securities within the scope of EITF
03-1 and is expected to end when new guidance is issued and comes into effect.

     In December 2003, the Accounting Standards Executive Committee, (AcSEC)
issued SOP 03-3, Accounting for Certain Loans or Debt Securities Acquired in a
Transfer, effective for loans acquired in fiscal years beginning after December
15, 2004. The scope of SOP 03-3 applies to "problem" loans that have been
acquired, either individually in a portfolio, in an acquisition. These loans
must have evidence of credit deterioration and the purchaser must not expect to
collect contractual cash flows. SOP 03-3 updates Practice Bulletin (PB) No. 6,
Amortization of Discounts on Certain Acquired Loans, for more recently issued
literature, including FASB Statements No. 114, Accounting by Creditors for
Impairment of a Loan; No. 115, Accounting for Certain Investments in Debt and
Equity Securities; and No. 140, Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities. Additionally, it addresses
FASB Statement No. 91, Accounting for Nonrefundable Fees and Costs Associated
with Originating or Acquiring Loans and Initial Direct Costs of Leases, which
requires that discounts be recognized as an adjustment of yield over a loan's
life.

     SOP 03-3 states that an institution may no longer display discounts on
purchased loans within the scope of SOP 03-3 on the balance sheet and may not
carry over the allowance for loan losses. For those loans within the scope of
SOP 03-3, this statement clarifies that a buyer cannot carry over the seller's
allowance for loan losses for the acquisition of loans with credit
deterioration. Loans acquired with evidence of deterioration in credit quality
since origination will need to be accounted for under a new method using an
income recognition model. This prohibition also applies to purchases of problem
loans not included in a purchase business combination, which would include
syndicated loans purchased in the secondary market and loans acquired in
portfolio sales.

     In December 2004, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No 123 (Revised 2004), Share-Based Payment.
This Statement addresses the accounting for transactions in which an entity
exchanges its equity instruments for goods or services. The Statement eliminates
the ability to account for share-based compensation transactions using APB
Opinion No. 25, Accounting for Stock Issued to Employees, and generally requires
instead that such transactions be accounted for using a fair-value-based method.
For public entities, the cost of employee services received in exchange for an
award of equity instruments, such as stock options, will be measured based on
the grant-date fair value of those instruments, and that cost will be recognized
over the period during which as employee is required to provide service in
exchange for the award (usually the vesting period). This Statement is effective
for public entities as of the beginning of the first interim or annual reporting
period that begins after June 15, 2005.

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.


                                       30

<PAGE>

     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, 2004.

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, 2004, the rate shock scenario
models indicated that annual net interest income could change by as much as
13.1% 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. Management further believes
this is an acceptable level of risk.


                                       31

<PAGE>

     The following table presents the scheduled repricing of market risk
sensitive instruments at December 31, 2004:

<TABLE>
<CAPTION>
                                                                                      OVER
                                                                                   5 YEARS OR
                                                                                    NO STATED
                                     YEAR 1    YEAR 2   YEAR 3   YEAR 4   YEAR 5    MATURITY     TOTAL
                                    --------   ------   ------   ------   ------   ----------   -------
<S>                                 <C>        <C>      <C>      <C>      <C>      <C>          <C>
ASSETS
Inestments in debt and
   equity securities                $103,800   23,796    7,860    5,668    7,934     22,660     171,718
Interest-bearing deposits              3,701       --       --       --       --         --       3,701
Federal funds sold and securities
   purchased under agreements
   to resell                          41,604       --       --       --       --         --      41,604
Loans                                399,978   68,811   67,794   41,434   35,552     23,068     636,637
                                    --------   ------   ------   ------   ------     ------     -------
Total                               $549,083   92,607   75,654   47,102   43,486     45,728     853,660
                                    ========   ======   ======   ======   ======     ======     =======

LIABILITIES
Savings, Now, Money Market
   deposits                         $285,866       --       --       --       --         --     285,866
Time deposits                        227,986   59,833   34,606   14,178    5,700        324     342,627
Federal funds purchased and
   securities sold under
   agreements to repurchase           34,515       --       --       --       --         --      34,515
Interest-bearing demand notes
   of U.S. treasury                      897       --       --       --       --         --         897
Subordinated notes                    25,774       --       --       --       --         --      25,774
Other borrowed money                  24,092   10,255      241      741       --      4,196      39,525
                                    --------   ------   ------   ------   ------     ------     -------
Total                               $599,130   70,088   34,847   14,919    5,700      4,520     729,204
                                    ========   ======   ======   ======   ======     ======     =======
</TABLE>

                        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>
Report of Independent Registered Public Accounting Firm.                   33

Consolidated Balance Sheets as of December 31, 2004 and 2003.              34

Consolidated Statements of Income for each of the years ended
   December 31, 2004, 2003 and 2002.                                       35

Consolidated Statements of Stockholders' Equity and Comprehensive
   Income for each of the years ended December 31, 2004, 2003 and 2002.    36

Consolidated Statements of Cash Flows for each of the years ended
   December 31, 2004, 2003 and 2002.                                       37

Notes to Consolidated Financial Statements.                                38
</TABLE>


                                       32

<PAGE>

(KPMG LOGO)

KPMG LLP
Suite 900
10 South Broadway
St. Louis, MO 63102-1761

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying consolidated balance sheets of Exchange
National Bancshares, Inc. and subsidiaries (the Company) as of December 31, 2004
and 2003, 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, 2004. 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 of the Public
Company Accounting Oversight Board (United States). 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, 2004 and 2003, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 2004, in conformity with U.S. generally
accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the effectiveness of the Company's
internal control over financial reporting as of December 31, 2004 based on
criteria established in Internal Control--Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our
report dated March 11, 2005 expressed an unqualified opinion on management's
assessment of, and the effective operation of, internal control over financial
reporting.


/s/ KPMG LLP
St. Louis, Missouri
March 11, 2005



          KPMG LLP, a U.S. limited liability partnership, in the U.S.
            member firm of KPMG International, a Swiss cooperative


                                       33

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                           Consolidated Balance Sheets

                           December 31, 2004 and 2003

<TABLE>
<CAPTION>
                                                                                 2004           2003
                                                                             ------------   -----------
<S>                                                                          <C>            <C>
                                  ASSETS

Loans, net of allowance for loan losses of $7,495,594 and
   $8,267,380 at December 31, 2004 and 2003, respectively                    $629,141,036   575,651,786
Investment in available-for-sale debt and equity securities, at fair value    171,717,635   188,955,832
Federal funds sold and securities purchased
   under agreements to resell                                                  41,603,952    29,227,798
Cash and due from banks                                                        24,104,458    27,817,117
Premises and equipment                                                         21,276,387    17,774,633
Accrued interest receivable                                                     5,289,083     5,107,980
Mortgage servicing rights                                                       1,605,930     1,591,289
Goodwill                                                                       25,196,736    25,196,736
Intangible assets                                                                 798,132     1,013,244
Other assets                                                                    3,140,921     3,259,577
                                                                             ------------   -----------
      Total assets                                                           $923,874,270   875,595,992
                                                                             ============   ===========
                   LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits:
   Demand                                                                    $ 98,156,124    89,214,182
   NOW                                                                        117,822,197   110,879,585
   Savings                                                                     50,918,443    55,334,554
   Money market                                                               117,125,302    66,257,738
   Time deposits $100,000 and over                                             90,396,308    89,956,113
   Other time deposits                                                        252,231,102   253,619,793
                                                                             ------------   -----------
      Total deposits                                                          726,649,476   665,261,965

Federal funds purchased and securities sold
   under agreements to repurchase                                              34,515,323    72,983,423
Interest-bearing demand notes to U.S. Treasury                                    897,470       688,978
Subordinated notes                                                             25,774,000            --
Other borrowed money                                                           39,524,747    41,629,893
Accrued interest payable                                                        1,795,267     1,650,292
Other liabilities                                                               2,947,204     5,598,697
                                                                             ------------   -----------
      Total liabilities                                                       832,103,487   787,813,248
                                                                             ------------   -----------
Commitments and contingent liabilities

Stockholders' equity:
   Common stock, $1 par value. Authorized 15,000,000 shares;
      issued 4,298,353 shares at December 31, 2004 and 2003                     4,298,353     4,298,353
   Surplus                                                                     22,014,894    21,999,714
   Retained earnings                                                           67,716,511    62,789,107
   Accumulated other comprehensive income, net of tax                             393,534     1,348,079
   Treasury stock; 128,506 shares, at cost, at December 31,
      2004 and 2003                                                            (2,652,509)   (2,652,509)
                                                                             ------------   -----------
      Total stockholders' equity                                               91,770,783    87,782,744
                                                                             ------------   -----------
      Total liabilities and stockholders' equity                             $923,874,270   875,595,992
                                                                             ============   ===========
</TABLE>

See accompanying notes to consolidated financial statements


                                       34

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                        Consolidated Statements of Income

                  Years ended December 31, 2004, 2003, and 2002

<TABLE>
<CAPTION>
                                                                   2004         2003         2002
                                                               -----------   ----------   ----------
<S>                                                            <C>           <C>          <C>
Interest income:
   Interest and fees on loans                                  $35,266,846   32,652,603   32,257,968
   Interest and dividends on debt and equity securities:
      U.S. Treasury securities                                          --           --       28,980
      Securities of U.S. government agencies                     3,920,940    4,283,674    5,463,353
      Obligations of states and political subdivisions           1,301,547    1,409,061    1,720,441
      Other securities                                             164,850      170,444      214,850
   Interest on federal funds sold and securities purchased
      under agreements to resell                                   402,818      365,308      734,675
   Interest on time deposits with other banks                       33,595       41,024       43,030
                                                               -----------   ----------   ----------
      Total interest income                                     41,090,596   38,922,114   40,463,297
                                                               -----------   ----------   ----------
Interest expense:
   NOW accounts                                                    794,070      672,431      910,699
   Savings accounts                                                318,461      370,554      513,664
   Money market accounts                                         1,265,068      581,858      856,499
   Time deposit accounts $100,000 and over                       1,928,942    1,859,358    1,433,624
   Other time deposit accounts                                   5,931,091    6,880,756    9,354,715
   Securities sold under agreements to repurchase                  667,601      645,317    1,002,997
   Interest-bearing demand notes to U.S. Treasury                    7,459        7,289       11,436
   Federal funds purchased                                          20,647       18,955          817
   Subordinated notes                                              886,324           --           --
   Other borrowed money                                          1,567,248    1,761,823    2,241,249
                                                               -----------   ----------   ----------
      Total interest expense                                    13,386,911   12,798,341   16,325,700
                                                               -----------   ----------   ----------
      Net interest income                                       27,703,685   26,123,773   24,137,597
Provision for loan losses                                          942,000    1,092,000      936,000
                                                               -----------   ----------   ----------
      Net interest income after provision for loan losses       26,761,685   25,031,773   23,201,597
                                                               -----------   ----------   ----------
Noninterest income:
   Service charges on deposit accounts                           3,041,056    2,752,573    2,684,126
   Trust department income                                         694,132      793,083      512,924
   Brokerage commissions                                           100,463      107,259       87,623
   Mortgage loan servicing fees, net                               431,284     (124,988)     221,581
   Gain on sales of mortgage loans, net                            796,595    2,505,682    1,768,091
   (Loss) gain on sales and calls of debt securities                (7,612)      37,689      162,769
   Credit card fees                                                173,012      158,057      152,550
   Other                                                           503,627      474,658      513,006
                                                               -----------   ----------   ----------
      Total noninterest income                                   5,732,557    6,704,013    6,102,670
                                                               -----------   ----------   ----------
Noninterest expense:
   Salaries and employee benefits                               11,226,511   10,088,440    9,336,627
   Occupancy expense, net                                        1,142,734    1,074,400    1,079,023
   Furniture and equipment expense                               2,014,375    2,087,084    1,887,225
   FDIC insurance assessment                                       100,232       96,124      103,213
   Advertising and promotion                                       574,586      559,877      466,994
   Credit card expenses                                            102,181       98,907       94,751
   Amortization of intangible assets                               215,112      306,896      298,680
   Other                                                         5,006,975    4,224,279    4,565,084
                                                               -----------   ----------   ----------
      Total noninterest expense                                 20,382,706   18,536,007   17,831,597
                                                               -----------   ----------   ----------
      Income before income taxes                                12,111,536   13,199,779   11,472,670
Income taxes                                                     3,806,556    4,155,865    3,379,380
                                                               -----------   ----------   ----------
      Net income                                               $ 8,304,980    9,043,914    8,093,290
                                                               ===========   ==========   ==========
Basic earnings per share                                       $      1.99         2.17         1.91
Diluted earnings per share                                            1.98         2.15         1.90
</TABLE>


                                       35

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES
    Consolidated Statements of Stockholders' Equity and Comprehensive Income
                  Years ended December 31, 2004, 2003, and 2002

<TABLE>
<CAPTION>
                                                                                        ACCUMULATED                    TOTAL
                                                                                           OTHER                       STOCK-
                                                  COMMON                   RETAINED    COMPREHENSIVE    TREASURY      HOLDERS'
                                                   STOCK       SURPLUS     EARNINGS        INCOME         STOCK        EQUITY
                                                ----------   ----------   ----------   -------------   ----------   -----------
<S>                                             <C>          <C>          <C>          <C>             <C>          <C>
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, $0.59 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
Comprehensive income:
   Net income                                           --           --    9,043,914            --             --     9,043,914
   Other comprehensive loss:
      Unrealized loss on debt
         and equity securities available-
         for-sale, net of tax                           --           --           --      (921,894)            --      (921,894)
      Adjustment for gain on sales and
         calls of debt and equity securities,
         net of tax                                     --           --           --       (24,498)            --       (24,498)
                                                                                                                     ----------
            Total other comprehensive loss                                                                             (946,392)
                                                                                                                     ----------
            Total comprehensive income                                                                                8,097,522
                                                                                                                     ----------
Three-for-two stock split (accounted for as a
   dividend)                                     1,432,752           13   (1,435,282)           --             14        (2,503)
Adjustment for deferred compensation plan               --       15,150           --            --             --        15,150
Stock options exercised                                 --        1,084           --            --         27,167        28,251
Cash dividends declared, $0.76 per share                --           --   (3,182,796)           --             --    (3,182,796)
                                                ----------   ----------   ----------    ----------     ----------    ----------
Balance, December 31, 2003                       4,298,353   21,999,714   62,789,107     1,348,079     (2,652,509)   87,782,744
Comprehensive income:
   Net income                                           --           --    8,304,980            --             --     8,304,980
   Other comprehensive loss:
      Unrealized loss on debt
         and equity securities available-
         for-sale, net of tax                           --           --           --      (959,493)            --      (959,493)
      Adjustment for loss on sales and
         calls of debt and equity securities,
         net of tax                                     --           --           --         4,948             --         4,948
                                                                                                                     ----------
            Total other comprehensive loss                                                                             (954,545)
                                                                                                                     ----------
            Total comprehensive income                                                                                7,350,435
                                                                                                                     ----------
Adjustment for deferred compensation plan               --       15,180           --            --             --        15,180
Cash dividends declared, $0.81 per share                --           --   (3,377,576)           --             --    (3,377,576)
                                                ----------   ----------   ----------    ----------     ----------    ----------
Balance, December 31, 2004                      $4,298,353   22,014,894   67,716,511       393,534     (2,652,509)   91,770,783
                                                ==========   ==========   ==========    ==========     ==========    ==========
</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, 2004, 2003, and 2002

<TABLE>
<CAPTION>
                                                                                    2004           2003           2002
                                                                               -------------   ------------   ------------
<S>                                                                            <C>             <C>            <C>
Cash flows from operating activities:
   Net income                                                                  $   8,304,980      9,043,914      8,093,290
   Adjustments to reconcile net income to net cash provided by operating
      activities:
      Provision for loan losses                                                      942,000      1,092,000        936,000
      Depreciation expense                                                         1,613,561      1,665,737      1,426,460
      Net amortization of debt securities, premiums, and discounts                 1,348,762      1,441,469        999,445
      Amortization of intangible assets                                              215,112        306,896        298,680
      (Increase) decrease in accrued interest receivable                            (181,103)       538,680        480,019
      Decrease (increase) in other assets                                            570,711        (91,595)      (295,284)
      Increase (decrease) in accrued interest payable                                144,975       (396,279)    (1,074,969)
      Decrease in other liabilities                                               (2,651,493)      (741,630)    (3,248,827)
      Loss (gain) on sales and calls of debt securities                                7,612        (37,689)      (162,769)
      Origination of mortgage loans for sale                                     (48,988,687)  (112,759,003)  (107,312,242)
      Proceeds from the sale of mortgage loans                                    49,785,282    115,264,685    109,080,333
      Gain on sale of mortgage loans, net                                           (796,595)    (2,505,682)    (1,768,091)
      (Gain) loss on sales of premises and equipment                                  (1,367)        (1,796)         3,417
      Other, net                                                                      15,180       (179,931)        (1,929)
                                                                               -------------   ------------   ------------
         Net cash provided by operating activities                                10,328,930     12,639,776      7,453,533
                                                                               -------------   ------------   ------------
Cash flows from investing activities:
   Net increase in loans                                                         (55,009,895)   (70,328,755)   (23,528,051)
   Purchase of available-for-sale debt securities                               (290,617,546)  (182,219,699)  (124,050,131)
   Proceeds from maturities of available-for-sale debt securities                244,729,581    111,290,416     68,043,902
   Proceeds from calls of available-for-sale debt securities                      49,996,925     55,962,300     38,827,250
   Proceeds from sales of available-for-sale debt securities                      10,304,331      9,929,230     12,406,693
   Purchase of branch, net of cash and cash equivalents acquired                          --       (814,572)            --
   Purchases of premises and equipment                                            (5,127,948)    (1,073,041)    (2,838,819)
   Proceeds from sales of premises and equipment                                      14,000         34,320         16,000
   Proceeds from sales of other real estate owned and repossessions                  625,936        754,172      1,398,910
                                                                               -------------   ------------   ------------
         Net cash used in investing activities                                   (45,084,616)   (76,465,629)   (29,724,246)
                                                                               -------------   ------------   ------------
Cash flows from financing activities:
   Net increase (decrease) in demand deposits                                      8,941,942      8,175,593     (1,162,638)
   Net increase in interest-bearing transaction accounts                          53,394,065     19,127,427      3,492,129
   Net (decrease) increase in time deposits                                         (948,496)    16,031,896      9,066,971
   Net (decrease) increase in federal funds purchased and securities sold
      under agreements to repurchase                                             (38,468,100)     5,624,224      5,714,655
   Net increase (decrease) in interest-bearing demand notes to U.S. Treasury         208,492     (2,372,525)     2,673,381
   Proceeds from Federal Home Loan Bank advances                                  17,000,000      3,000,000             --
   Proceeds from exercise of stock options                                                --         28,251         35,967
   Repayment of bank debt and Federal Home Loan Bank advances                    (19,105,146)    (3,165,123)    (1,342,598)
   Proceeds from subordinated notes                                               25,774,000             --             --
   Cash dividends paid                                                            (3,377,576)    (2,987,715)    (2,493,247)
   Purchase of common stock                                                               --         (2,503)    (1,911,811)
                                                                               -------------   ------------   ------------
         Net cash provided by financing activities                                43,419,181     43,459,525     14,072,809
                                                                               -------------   ------------   ------------
         Net increase (decrease) in cash and cash equivalents                      8,663,495    (20,366,328)    (8,197,904)
Cash and cash equivalents, beginning of year                                      57,044,915     77,411,243     85,609,147
                                                                               -------------   ------------   ------------
Cash and cash equivalents, end of year                                         $  65,708,410     57,044,915     77,411,243
                                                                               =============   ============   ============
Supplemental disclosure of cash flow information:
   Cash paid during the year for:
      Interest                                                                 $  13,241,936     13,194,620     17,400,669
      Income taxes                                                                 6,302,761      5,838,657      4,509,122
Supplemental schedule of noncash investing activities:
   Other real estate and repossessions acquired in settlement of loans               578,645        643,020        838,907
</TABLE>

See accompanying notes to consolidated financial statements.


                                       37

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2004, 2003, and 2002

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

     The weighted average common and diluted shares outstanding and earnings per
     share amounts have been restated to give effect to the three-for-two stock
     split accounted for as a dividend on July 15, 2003.

     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.


                                       38                            (Continued)

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2004, 2003, and 2002

          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. At December 31, 2004
          and 2003, 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 net of mortgage
          servicing right amortization. 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.

          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


                                       39                            (Continued)

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2004, 2003, and 2002

          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. To determine whether an impairment is
          other-than-temporary, the Company considers whether it has the ability
          and intent to hold the investment until a market price recovery and
          considers whether evidence indicating the cost of the investment is
          recoverable outweighs evidence to the contrary. Evidence considered in
          this assessment includes the reasons for the impairment, the severity
          and duration of the impairment, changes in value subsequent to
          year-end, and forecasted performance of the investee.

          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 0.12% of each bank's total assets
          plus 4.45% 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.

          The Company performs an annual review of intangible assets for
          impairment to determine whether the carrying value of underlying
          assets may not be recoverable. The Company measures recoverability
          based upon the future cash flows expected to result from the use of
          the underlying asset and its eventual disposition. If the sum of the
          expected future cash flows (undiscounted and without interest charges)
          is less than the carrying value of the underlying asset, the Company
          recognizes an impairment loss. The impairment loss recognized
          represents the amount by which the carrying value of the underlying
          asset exceeds the fair value of the underlying asset. As such
          adjustments become necessary; they are reflected in the results of
          operations in the periods in which they become known.

          The core deposit intangible established in the acquisitions of USB and
          the Springfield branch discussed in Note 2 is being amortized over a
          ten-year and seven-year period, respectively, on a straight-line
          method of amortization. Other intangible assets are amortized over
          periods up to six years.


                                       40                            (Continued)

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2004, 2003, and 2002

          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.

          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.

          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.

          Income taxes are accounted for under the asset and liability method.
          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 DEPARTMENT

          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.


                                       41                            (Continued)

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2004, 2003, and 2002

          EARNINGS PER SHARE

          Earnings per share was computed as follows:

<TABLE>
<CAPTION>
                                          2004         2003        2002
                                       ----------   ---------   ---------
<S>                                    <C>          <C>         <C>
Net income, basic and diluted          $8,304,980   9,043,914   8,093,290
Average shares outstanding              4,169,847   4,169,432   4,242,858
Effect of dilutive stock options           34,905      39,840      10,305
                                       ----------   ---------   ---------
Average shares outstanding including
   dilutive stock options               4,204,752   4,209,272   4,253,163
                                       ==========   =========   =========
Net income per share, basic            $     1.99        2.17        1.91
Net income per share, diluted                1.98        2.15        1.90
</TABLE>

          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. SFAS No. 123, Accounting for Stock-Based Compensation, and SFAS
          No. 148, Accounting for Stock-Based Compensation - Transition and
          Disclosure, an amendment of SFAS No. 123, establishes accounting and
          disclosure requirements using a fair-value based method of accounting
          for stock-based employee compensation plans. As permitted by existing
          accounting standards, the Company has elected to continue to apply the
          provision of APB Opinion No. 25, as described above, and has adopted
          only the disclosure requirements of SAFS No. 123, as amended by SFAS
          No. 148.

          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:


                                       42                            (Continued)

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2004, 2003, and 2002

<TABLE>
<CAPTION>
                                             2004         2003        2002
                                          ----------   ---------   ---------
<S>                                       <C>          <C>         <C>
Net income:
   As reported                            $8,304,980   9,043,914   8,093,290
   Deduct total stock-based employee
      compensation expense determined
      under fair-value based method for
      all awards, net of tax                (136,228)    (93,673)    (61,110)

                                          ----------   ---------   ---------
   Pro forma                              $8,168,752   8,950,241   8,032,180
                                          ==========   =========   =========

Pro forma earnings per common share:
   As reported basic                      $     1.99        2.17        1.91
   Pro forma basic                              1.96        2.15        1.89

   As reported diluted                          1.98        2.15        1.90
   Pro forma diluted                            1.94        2.13        1.89
</TABLE>

          TREASURY STOCK

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

          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 January 2003, the Financial Accounting Standards Board (FASB)
          issued FASB Interpretation No. 46 (FIN 46R) (revised December 2003),
          Consolidation of Variable Interest Entities, which addresses how a
          business enterprise should evaluate whether it has a controlling
          financial interest in an entity through means other than voting rights
          and, accordingly, should consolidate the entity. FIN 46R is intended
          to achieve more consistent application of consolidation policies to
          variable interest entities and thus improve comparability between
          enterprises engaged in similar activities even if some of those
          activities are conducted through variable interest entities. Including
          the assets, liabilities, and results of activities of variable
          interest entities in the consolidated financial statements of their
          primary beneficiaries should provide more complete information about
          the resources, obligations, risks, and opportunities of the
          consolidated enterprise. For public companies, FIN 46R is applicable
          to all special-purpose entities (SPEs) no later than the end of the
          first reporting period ending after December 15, 2003, and immediately
          to all entities created after January 31, 2003. The effective dates of
          FIN 46R vary depending on the type of reporting enterprise and the
          type of entity that the enterprise is involved with.


                                       43                            (Continued)

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2004, 2003, and 2002

          The only SPE's that the Company has in place is a limited purpose
          trust that issued trust preferred securities. This limited purpose
          trust issued preferred securities to outside investors and used the
          proceeds of the issuance to purchase, from the Company, an equivalent
          amount of junior subordinated debentures having stated maturities. The
          debentures are the only assets of the limited purpose trust. When the
          Company makes its payments of interest on the debentures, the limited
          purpose trust distributes cash to holders of the trust preferred
          securities. The trust preferred securities must be redeemed upon
          maturity of the debentures. Under the requirements of FIN 46R, the
          Company must deconsolidate the limited purpose trust. This has been
          reflected in the Company's consolidated financial statements.

          SFAS No. 150, Accounting for Certain Financial Instruments with
          Characteristics of both Liabilities and Equity, was issued in May
          2003. This statement establishes standards for the classification and
          measurement of certain financial instruments with characteristics of
          both liabilities and equity. The Statement also includes required
          disclosures for financial instruments within its scope. For the
          Company, the statement was effective for instruments entered into or
          modified after May 31, 2003 and otherwise was effective as of January
          1, 2004, except for mandatorily redeemable financial instruments. For
          certain mandatorily redeemable financial instruments, the statement
          will be effective for the Company on January 1, 2005. The effective
          date has been deferred indefinitely for certain other types of
          mandatorily redeemable financial instruments. The Company currently
          does not have any financial instruments that are within the scope of
          SFAS No 150.

          In November 2003, the Emerging Issues Tasks Force (EITF) reached a
          consensus on certain disclosure requirements under EITF Issue No 03-1,
          The Meaning of Other-Than-Temporary Impairment and Its Application to
          Certain Investments. The new disclosure requirements apply to
          investment in debt and marketable equity securities that are accounted
          under SFAS No. 115, Accounting for Certain Investments in Debt and
          Equity Securities, and SFAS No. 124, Accounting for Certain
          Investments Held by Not-for-Profit Organizations. Effective for fiscal
          years ending after December 15, 2003, companies are required to
          disclose information about debt or marketable equity securities with
          market values below carrying values. The Company has adopted the
          disclosure requirements of EITF Issue No. 03-1 and they are included
          in Note 5 of this report.

          In March 2004, the EITF came to a consensus regarding EITF 03-1, The
          Meaning of Other-Than-Temporary Impairment and Its Application to
          Certain Investments. Securities in scope are those subject to SFAS No.
          115 and SFAS No. 124. The EITF adopted a three-step model that
          requires management to determine if impairment exists, decide whether
          it is other than temporary, and record other than temporary losses in
          earnings.

          In September 2004, the FASB approved issuing a Staff Position to delay
          the requirement to record impairment losses under EITF 03-1, but
          broadened the delay's scope to include additional types of securities.
          As proposed, the delay would have applied only to those debt
          securities described in paragraph 16 of EITF 03-1, the consensus that
          provides guidance for determining whether an investment's impairment
          is other than temporary and should be recognized in income. The
          approved delay will apply to all securities within the scope of EITF
          03-1 and is expected to end when new guidance is issued and comes into
          effect.

          In December 2003, the Accounting Standards Executive Committee,
          (AcSEC) issued SOP 03-3, Accounting for Certain Loans or Debt
          Securities Acquired in a Transfer, effective for loans acquired in
          fiscal years beginning after December 15, 2004. The scope of SOP 03-3
          applies to "problem" loans that have been acquired, either
          individually in a portfolio, in an acquisition. These loans must have
          evidence of credit deterioration and the purchaser must not expect to
          collect contractual cash flows. SOP 03-3 updates Practice Bulletin
          (PB) No. 6, Amortization of Discounts on Certain Acquired Loans, for
          more recently issued literature, including FASB Statements No. 114,
          Accounting by Creditors for Impairment of a Loan; No. 115, Accounting
          for Certain Investments in Debt and Equity Securities; and No. 140,
          Accounting for Transfers and Servicing of


                                       44                            (Continued)

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2004, 2003, and 2002

          Financial Assets and Extinguishments of Liabilities. Additionally, it
          addresses FASB Statement No. 91, Accounting for Nonrefundable Fees and
          Costs Associated with Originating or Acquiring Loans and Initial
          Direct Costs of Leases, which requires that discounts be recognized as
          an adjustment of yield over a loan's life.

          SOP 03-3 states that an institution may no longer display discounts on
          purchased loans within the scope of SOP 03-3 on the balance sheet and
          may not carry over the allowance for loan losses. For those loans
          within the scope of SOP 03-3, this statement clarifies that a buyer
          cannot carry over the seller's allowance for loan losses for the
          acquisition of loans with credit deterioration. Loans acquired with
          evidence of deterioration in credit quality since origination will
          need to be accounted for under a new method using an income
          recognition model. This prohibition also applies to purchases of
          problem loans not included in a purchase business combination, which
          would include syndicated loans purchased in the secondary market and
          loans acquired in portfolio sales.

          In December 2004, the Financial Accounting Standards Board issued SFAS
          No. 123 (revised 2004), Share-Based Payment. This statement addresses
          the accounting for transactions in which an entity exchanges its
          equity instruments for goods or services. The statement eliminates the
          ability to account for share-based compensation transactions using APB
          Opinion No. 25, Accounting for Stock Issued to Employees, and
          generally requires instead that such transactions be accounted for
          using a fair-value-based method. For public entities, the cost of
          employee services received in exchange for an award of equity
          instruments, such as stock options, will be measured based on the
          grant-date fair value of those instruments, and that cost will be
          recognized over the period during which an employee is required to
          provide service in exchange for the award (usually the vesting
          period). This statement is effective for public entities as of the
          beginning of the first interim or annual reporting period that begins
          after June 15, 2005.

          RECLASSIFICATIONS

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

(2)  ACQUISITIONS

     On June 26, 2003, the Company acquired Trustcorp Financial, Inc.'s branch
     of Missouri State Bank in Springfield, Missouri. Immediately upon
     acquisition, the branch was merged with and is operated as a branch of
     Citizens Union State Bank and Trust. The Company received approximately
     $27,615,000 in loans and $30,736,000 in deposits, as well as the real
     estate and tangible assets of the branch. Total cost of the transaction was
     approximately $4,000,000 and was financed with cash on hand. The
     transaction generated approximately $1,789,000 of goodwill, and $465,000 of
     core deposit intangibles which are being amortized on a straight-line basis
     over seven years. The results of operations of the acquired branch are
     included with the Company's from June 26, 2003 forward.

     On February 18, 2005, the Company entered into an agreement to acquire Bank
     10, a wholly owned subsidiary of Drexel Bancshares, Inc. Pursuant to the
     agreement, the Company will purchase for cash all of the outstanding shares
     of Bank 10's common stock for a purchase price of approximately
     $32,862,000, plus (or minus) any amount by which the book value of Bank 10
     as of the business day preceding the closing date is greater (or less) than
     $13,144,800, subject to further adjustments to eliminate any unrealized
     gain or loss in Bank 10's investment portfolio and to cause Bank 10's
     reserve for loan losses to be at least 1.1% of the amount of its
     outstanding loans. It is anticipated that the premium will result in core
     deposit intangibles of approximately $4,000,000 and goodwill of
     approximately $14,868,000. It is anticipated that the core deposit
     intangibles will be amortized over a period of 8 years. At December 31,
     2004, Bank 10 had assets and deposits of $171.7 million and $140.3 million,
     respectively. Consummation of the agreements is subject to receipt of all
     requisite regulatory approval. It is anticipated that this transaction will
     close during the second quarter of 2005.


                                       45                            (Continued)

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                       December 31, 2004, 2003, and 2002

(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, 2003 and 2002, the Company and the
     Banks meet all capital adequacy requirements to which they are subject.

     As of December 31, 2004, 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.

     The actual and required capital amounts and ratios for the Company and the
     Banks as of December 31, 2004 and 2003 are as follows (dollars in
     thousands):

<TABLE>
<CAPTION>
                                                                2004
                                  ----------------------------------------------------------------
                                                                            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                        $98,465   14.58%     54,044   8.00%               --      --
   The Exchange National
      Bank of Jefferson City       49,780   12.84      31,020   8.00            38,775   10.00%
   Citizens Union State
      Bank and Trust of Clinton    24,898   10.68      18,651   8.00            23,314   10.00
   Osage Valley Bank                6,268   11.47       4,375   8.00             5,465   10.00
Tier I capital (to risk-weighted
   assets):
   Company                         90,969   13.47      27,022   4.00                --      --
   The Exchange National
      Bank of Jefferson City       45,215   11.66      15,510   4.00            23,265    6.00
   Citizens Union State
      Bank and Trust of Clinton    22,474    9.64       9,326   4.00            13,989    6.00
   Osage Valley Bank                5,761   10.54       2,186   4.00             3,279    6.00
Tier I capital (to adjusted
   average assets):
   Company                         90,969   10.39      26,279   3.00                --      --
   The Exchange National Bank
      of Jefferson City            45,215    8.98      15,106   3.00            25,177    5.00
   Citizens Union State Bank
      and Trust of Clinton         22,474    8.19       8,235   3.00            13,724    5.00
   Osage Valley Bank                5,761    6.28       2,754   3.00             4,590    5.00
</TABLE>


                                       46                            (Continued)

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                       December 31, 2004, 2003, and 2002

<TABLE>
<CAPTION>
                                                                 2003
                                   ----------------------------------------------------------------
                                                                             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                         $67,726   10.98%     49,327   8.00%               --      --
   The Exchange National
      Bank of Jefferson City        49,994   13.19      30,327   8.00            37,909   10.00%
   Citizens Union State
      Bank and Trust of Clinton     21,668   11.39      15,215   8.00            19,019   10.00
   Osage Valley Bank                 6,199   13.10       3,785   8.00             4,731   10.00
Tier I capital (to risk-weighted
   assets):
   Company                          60,310    9.78      24,663   4.00                --      --
   The Exchange National
      Bank of Jefferson City        45,245   11.94      15,164   4.00            22,745    6.00
   Citizens Union State
      Bank and Trust of Clinton     19,466   10.24       7,607   4.00            11,411    6.00
   Osage Valley Bank                 5,734   12.12       1,892   4.00             2,838    6.00
Tier I capital (to adjusted
   average assets):
   Company                          60,310    7.18      25,206   3.00                --      --
   The Exchange National Bank
      of Jefferson City             45,245    9.17      14,804   3.00            24,674    5.00
   Citizens Union State Bank
      and Trust of Clinton          19,466    7.44       7,853   3.00            13,089    5.00
   Osage Valley Bank                 5,734    6.76       2,545   3.00             4,242    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, 2004, unappropriated retained earnings of approximately $4,525,000 were
     available for the declaration of dividends to the Company without prior
     approval from regulatory authorities.

(4)  LOANS

     A summary of loans, by classification, at December 31, 2004 and 2003 is as
     follows:

<TABLE>
<CAPTION>
                                                       2004           2003
                                                   ------------   -----------
<S>                                                <C>            <C>
Real estate                                        $349,384,388   329,782,699
Commercial                                          249,497,691   212,440,053
Installment and other consumer                       37,985,508    41,920,333
Unamortized loan origination fees and costs, net       (230,957)     (223,919)
                                                   ------------   -----------
                                                    636,636,630   583,919,166
   Less allowance for loan losses                     7,495,594     8,267,380
                                                   ------------   -----------
                                                   $629,141,036   575,651,786
                                                   ============   ===========
</TABLE>


                                       47                            (Continued)

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                       December 31, 2004, 2003, and 2002

     The Banks grant real estate, commercial, 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 2004 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, 2003   $ 8,916,280
New loans                        9,213,105
Payments received               (3,511,266)
                               -----------
Balance at December 31, 2004   $14,618,119
                               ===========
</TABLE>

     Changes in the allowance for loan losses for 2004, 2003, and 2002 are as
     follows:

<TABLE>
<CAPTION>
                                                 2004         2003        2002
                                             -----------   ---------   ---------
<S>                                          <C>           <C>         <C>
Balance, beginning of year                   $ 8,267,380   7,121,114   6,673,586
Allowance for loan losses of acquired
   branch at date of acquisition                      --     212,000          --
Provision for loan losses                        942,000   1,092,000     936,000
Charge-offs                                   (1,858,989)   (484,131)   (768,340)
Recoveries of loans previously charged off       145,203     326,397     279,868
                                             -----------   ---------   ---------
Balance, end of year                         $ 7,495,594   8,267,380   7,121,114
                                             ===========   =========   =========
</TABLE>

     A summary of nonaccrual and other impaired loans at December 31, 2004 and
     2003 is as follows:

<TABLE>
<CAPTION>
                                                  2004         2003
                                               ----------   ---------
<S>                                            <C>          <C>
Nonaccrual loans                               $5,489,246   2,904,218
Impaired loans continuing to accrue interest       11,620      65,659
                                               ----------   ---------
   Total impaired loans                        $5,500,866   2,969,877
                                               ==========   =========
Allowance for loan losses on impaired loans    $1,681,428     684,784
Impaired loans with no specific allowance
   for loan losses                              5,225,104   1,396,654
</TABLE>

     The average balance of impaired loans during 2004, 2003, and 2002 was
     $7,263,000, $2,814,000, and $3,305,000, respectively.


                                       48                            (Continued)

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2004, 2003, and 2002

     A summary of interest income on nonaccrual and other impaired loans for
     2004, 2003, and 2002 is as follows:

<TABLE>
<CAPTION>
                                                           IMPAIRED
                                                            LOANS
                                          NONACCRUAL    CONTINUING TO
                                             LOANS     ACCRUE INTEREST    TOTAL
                                          ----------   ---------------   -------
<S>                                       <C>          <C>               <C>
2004:
   Income recognized                       $134,208          1,034       135,242
   Interest income had interest accrued     546,850          1,034       547,884
2003:
   Income recognized                         55,989          3,300        59,289
   Interest income had interest accrued     226,797          3,300       230,097
2002:
   Income recognized                         38,212         13,288        51,500
   Interest income had interest accrued     202,698         13,288       215,986
</TABLE>

(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, 2004 and 2003 are as follows:

<TABLE>
<CAPTION>
                                                              2004
                                      ----------------------------------------------------
                                                        GROSS        GROSS
                                        AMORTIZED    UNREALIZED   UNREALIZED
                                          COST          GAINS       LOSSES      FAIR VALUE
                                      ------------   ----------   ----------   -----------
<S>                                   <C>            <C>          <C>          <C>
Securities of U.S. government
   agencies                           $128,678,648      196,542     494,627    128,380,563
Asset backed securities                  4,477,899       33,944      42,059      4,469,784
Obligations of states and political
   subdivisions                         32,409,614      968,969      57,530     33,321,053
Other debt securities                    1,763,388          932         735      1,763,585
                                      ------------    ---------     -------    -----------
      Total debt securities            167,329,549    1,200,387     594,951    167,934,985
Federal Home Loan Bank stock             3,021,325           --          --      3,021,325
Federal Reserve Bank stock                 751,200           --          --        751,200
Federal Agricultural Mortgage
   Corporation stock                        10,125           --          --         10,125
                                      ------------    ---------     -------    -----------
                                      $171,112,199    1,200,387     594,951    171,717,635
                                      ============    =========     =======    ===========
</TABLE>


                                       49                            (Continued)

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2004, 2003, and 2002

<TABLE>
<CAPTION>
                                                              2003
                                      ----------------------------------------------------
                                                        GROSS        GROSS
                                        AMORTIZED    UNREALIZED   UNREALIZED
                                          COST          GAINS       LOSSES      FAIR VALUE
                                      ------------   ----------   ----------   -----------
<S>                                   <C>            <C>          <C>          <C>
Securities of U.S. government
   agencies                           $141,710,271      854,887     232,962    142,332,196
Asset backed securities                 13,226,446       56,436      40,918     13,241,964
Obligations of states and political
   subdivisions                         27,904,101    1,431,565       9,070     29,326,596
Other debt securities                    1,017,747       14,029          --      1,031,776
                                      ------------    ---------     -------    -----------
      Total debt securities            183,858,565    2,356,917     282,950    185,932,532
Federal Home Loan Bank stock             2,262,425           --          --      2,262,425
Federal Reserve Bank stock                 750,750           --          --        750,750
Federal Agricultural Mortgage
   Corporation stock                        10,125           --          --         10,125
                                      ------------    ---------     -------    -----------
                                      $186,881,865    2,356,917     282,950    188,955,832
                                      ============    =========     =======    ===========
</TABLE>

     The amortized cost and fair value of debt securities classified as
     available-for-sale at December 31, 2004, 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                  $ 49,495,533    49,365,815
Due after one year through five years      77,776,832    77,978,095
Due after five years through ten years     30,766,412    31,262,456
Due after ten years                         4,812,873     4,858,835
                                         ------------   -----------
                                          162,851,650   163,465,201
Asset-backed securities                     4,477,899     4,469,784
                                         ------------   -----------
                                         $167,329,549   167,934,985
                                         ============   ===========
</TABLE>

     Debt securities with carrying values aggregating approximately $114,813,000
     and $157,686,000 at December 31, 2004 and 2003, 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 $10,304,000 and gross losses of $7,612 were recorded on the
     sales of debt securities in 2004. Proceeds of $9,929,000 and gross gains of
     $37,689 were recorded on the sales of debt securities in 2003. Proceeds of
     $12,407,000 and gross gains of $162,769 were recorded on the sales of debt
     securities in 2002.


                                       50                            (Continued)

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2004, 2003, and 2002

     Gross unrealized losses on investment securities and the fair value of the
     related securities, aggregated by investment category and length of time
     that individual securities have been in a continuous unrealized loss
     position, at December 31, 2004, were as follows:

<TABLE>
<CAPTION>
                                   LESS THAN 12 MONTHS        12 MONTHS OR MORE               TOTAL
                                ------------------------   -----------------------   -----------------------
                                    FAIR      UNREALIZED       FAIR     UNREALIZED      FAIR      UNREALIZED
                                   VALUE        LOSSES        VALUE       LOSSES        VALUE       LOSSES
                                -----------   ----------   ----------   ----------   ----------   ----------
<S>                             <C>           <C>          <C>          <C>          <C>          <C>
Securities of U.S. government
   agencies                     $54,246,579    (249,918)   28,888,822    (244,709)   83,135,401    (494,627)
Asset-backed securities             575,070     (10,842)    2,532,737     (31,217)    3,107,807     (42,059)
Obligations of states and
   political subdivisions         6,595,669     (52,041)      951,675      (5,489)    7,547,344     (57,530)
Corporate notes
                                    733,185        (735)           --          --       733,185        (735)
                                -----------    --------    ----------    --------    ----------    --------
                                $62,150,503    (313,536)   32,373,234    (281,415)   94,523,737    (594,951)
                                ===========    ========    ==========    ========    ==========    ========
</TABLE>

     Securities of U.S. government agencies: The unrealized losses on
     investments in securities of U.S. government agencies were caused by
     interest rate increases. The contractual terms of these investments do not
     permit the issuer to settle the securities at a price less than the
     amortized cost of the investment. Because the Company has the ability and
     intent to hold these investments until a market price recovery or maturity,
     these investments are not considered other-than-temporarily impaired.

     Asset-backed securities: The unrealized losses on asset-backed securities
     were caused by interest rate increases. The contractual cash flows of these
     securities are guaranteed by various government or government sponsored
     agencies. It is expected that the securities would not be settled at a
     price less than the amortized cost of the investment. Because the decline
     in fair value is attributable to changes in interest rates and not credit
     quality, and because the Company has the ability and intent to hold these
     investments until a market price recovery or maturity, these investments
     are not considered other-than-temporarily impaired.

     Obligations of states and political subdivisions: The unrealized losses on
     investments in obligations of states and political subdivisions were caused
     by interest rate increases. The contractual terms of these investments do
     not permit the issuer to settle the securities at a price less than the
     amortized cost of the investment. Because the Company has the ability and
     intent to hold these investments until a market price recovery or maturity,
     these investments are not considered other-than-temporarily impaired.

(6)  PREMISES AND EQUIPMENT

     A summary of premises and equipment at December 31, 2004 and 2003 is as
     follows:

<TABLE>
<CAPTION>
                                    2004         2003
                                -----------   ----------
<S>                             <C>           <C>
Land                            $ 7,521,375    5,089,646
Buildings and improvements       13,125,820   12,981,232
Furniture and equipment           9,303,780    8,569,139
Construction in progress          1,686,678        1,152
                                -----------   ----------
                                 31,637,653   26,641,169
Less accumulated depreciation    10,361,266    8,866,536
                                -----------   ----------
                                $21,276,387   17,774,633
                                ===========   ==========
</TABLE>


                                       51                            (Continued)

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2004, 2003, and 2002

(7)  GOODWILL AND OTHER INTANGIBLE ASSETS

     A summary of goodwill and other intangible assets at December 31, 2004 and
     2003 is as follows:

<TABLE>
<CAPTION>
                                                                2004         2003
                                                            -----------   ----------
<S>                                                         <C>           <C>
Excess of cost over the fair value of net assets acquired   $25,196,736   25,196,736
Core deposit intangible                                         798,132    1,013,244
                                                            -----------   ----------
                                                            $25,994,868   26,209,980
                                                            ===========   ==========
</TABLE>

     The gross carrying amount and accumulated amortization of our Company's
     amortized intangible assets for the years ended December 31, 2004 and 2003
     are as follows:

<TABLE>
<CAPTION>
                                   DECEMBER 31, 2004           DECEMBER 31, 2003
                               -------------------------   ------------------------
                                  GROSS                      GROSS
                                CARRYING     ACCUMULATED    CARRYING    ACCUMULATED
                                 AMOUNT     AMORTIZATION     AMOUNT    AMORTIZATION
                               ----------   ------------   ---------   ------------
<S>                            <C>          <C>            <C>         <C>
Amortized intangible assets:
   Core deposit intangible     $2,265,000    (1,466,868)   2,265,000    (1,251,756)
                               ----------    ----------    ---------    ----------
                               $2,265,000    (1,466,868)   2,265,000    (1,251,756)
                               ==========    ==========    =========    ==========
</TABLE>

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

<TABLE>
<CAPTION>
                                          YEAR ENDED
                                         DECEMBER 31,
                                 ----------------------------
                                   2004       2003      2002
                                 --------   -------   -------
<S>                              <C>        <C>       <C>
Aggregate amortization expense   $215,112   306,896   298,680
</TABLE>

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

<TABLE>
<CAPTION>
For the year ended:
- -------------------
<S>                   <C>
        2005          $215,112
        2006           215,112
        2007           201,852
        2008            66,432
        2009            66,432
</TABLE>


                                       52                            (Continued)

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2004, 2003, and 2002

     The Company's goodwill associated with the purchase of subsidiaries by
     reporting segments for the years ended December 31, 2004, 2003, and 2002 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>
2004     $4,382,098      16,701,762      4,112,876    25,196,736
2003      4,382,098      16,701,762      4,112,876    25,196,736
2002      4,382,098      14,912,760      4,112,876    23,407,734
</TABLE>

(8)  MORTGAGE SERVICING RIGHTS

     Mortgage loans serviced for others totaled approximately $214,516,000 and
     $209,112,000 at December 31, 2004 and 2003, respectively. Mortgage
     servicing rights totaled $1,605,930 and $1,591,000 at December 31, 2004 and
     2003, respectively and reflect a $-0- and $566,000 write-down to fair value
     during 2004 and 2003, respectively.

     Changes in the balance of servicing assets related to the loans serviced by
     Exchange National Bank for the years ended December 31, 2004 and 2003 are
     as follows:

<TABLE>
<S>                            <C>
Balance at December 31, 2002   $1,515,848
Additions                       1,113,052
Amortization                     (471,571)
Impairment charge                (566,040)
                               ----------
Balance at December 31, 2003    1,591,289
Additions                         451,850
Amortization                     (437,209)
Impairment charge                      --
                               ----------
Balance at December 31, 2004   $1,605,930
                               ==========
</TABLE>

     The 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 the year ended:
2005                  $354,000
2006                   354,000
2007                   354,000
2008                   354,000
2009                   190,000
</TABLE>


                                       53                            (Continued)

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2004, 2003, and 2002

(9)  DEPOSITS

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

<TABLE>
<CAPTION>
                   2004       2003
                 --------   -------
<S>              <C>        <C>
Due within:
   One year      $214,451   228,090
   Two years       59,037    55,836
   Three years     36,551    30,745
   Four years      16,169    11,718
   Five years      16,095    16,757
   Thereafter         324       430
                 --------   -------
                 $342,627   343,576
                 ========   =======
</TABLE>

(10) SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

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

<TABLE>
<CAPTION>
                                                  2004         2003         2002
                                              -----------   ----------   ----------
<S>                                           <C>           <C>          <C>
Average daily balance                         $57,950,027   67,597,201   66,023,628
Maximum balance at month-end                   85,162,798   72,920,590   74,686,617
Weighted average interest rate at year-end           1.73%        0.87%        1.08%
Weighted average interest rate for the year          1.15%        0.95%        1.52%
</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, 2004. Additionally, under agreements with
     unaffiliated banks, The Exchange National Bank of Jefferson City may borrow
     up to $40,000,000 in federal funds on an unsecured basis at December 31,
     2004.

(11) SUBORDINATED NOTES

     On March 17, 2004, Exchange Statutory Trust I, a newly formed Delaware
     business trust and subsidiary of the Company issued 25,000 floating Trust
     Preferred Securities at $1,000 per share to a Trust Preferred Securities
     Pool. The floating rate is equal to the three-month LIBOR rate plus 2.70%
     and reprices quarterly. The Trust Preferred Securities are fully,
     irrevocably, and unconditionally guaranteed on a subordinated basis by the
     Company. The proceeds of the Trust Preferred Securities were invested in
     junior subordinated debentures of the Company. The net proceeds to the
     Company from the sale of the junior subordinated debentures, after
     deducting underwriting commissions and estimated offering expenses, were
     approximately $25,000,000. Distributions on the Trust Preferred Securities
     are payable quarterly on March 17, June 17, September 17, and December 17
     of each year that the Trust Preferred Securities are outstanding. The Trust
     Preferred Securities mature on March 17, 2034. That maturity date may be
     shortened to a date not earlier than March 17, 2009 if certain conditions
     are met. A portion of the proceeds from the offering were used to repay
     $11,000,000 of outstanding indebtedness with the remaining available for
     cash operating expenses at the holding company level.


                                       54                            (Continued)

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2004, 2003, and 2002

     Under accounting guidance of FASB Interpretation No. 46, revised in
     December 2003, Exchange Statutory Trust I is not consolidated in the
     Company's financial statements. Accordingly, the Company does not report
     the securities issued by the Exchange Statutory Trust I as liabilities, and
     instead reports as liabilities the subordinated notes issued by the Company
     and held by Exchange Statutory Trust I. The amount of the subordinated
     notes as of December 31, 2004 was $25,774,000. There were no subordinated
     notes outstanding as of December 31, 2003. In applying this FASB
     Interpretation, the Company recorded the investment in the common
     securities issued by Exchange Statutory Trust I and a corresponding
     obligation of the subordinated notes, as well as interest income and
     interest expense on this investment and obligation.

(12) OTHER BORROWED MONEY

     Other borrowed money at December 31, 2004 and 2003 is summarized as
     follows:

<TABLE>
<CAPTION>
                                                                    2004         2003
                                                                -----------   ----------
<S>                                                             <C>           <C>
The Company:
   Notes payable, 3-month LIBOR plus 150 basis points, due
      January 2004, interest only until maturity                $        --   10,450,568

   US Bank, $20,000,000 line of credit, 3-month
      LIBOR plus 150 basis points, due January 2004, interest
      only until maturity  (2.62% at December 31, 2003)                  --    7,500,000

The Exchange National Bank of Jefferson City:
   Federal Home Loan Bank advances, weighted average
      rate of 4.19% and 5.60% at December 31, 2004 and
      2003, respectively, due at various dates through 2010      30,000,000   15,000,000

Citizens Union State Bank and Trust of Clinton:
   Federal Home Loan Bank advances, weighted average
      rate of 5.40% and 5.37% at December 31, 2004 and
      2003, respectively, due at various dates through 2008       3,100,000    3,400,000

Osage Valley Bank of Warsaw:
   Federal Home Loan Bank advances, weighted average
      rate of 3.70% and 3.84% at December 31, 2004 and
      2003, respectively, due at various dates through 2013       6,424,747    5,279,325
                                                                -----------   ----------
                                                                $39,524,747   41,629,893
                                                                ===========   ==========
</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. These notes were paid in
     full in January 2004.

     The US Bank line of credit was renewed in January 2005 and is now due
     December 2005. There was no outstanding balance on the line of credit at
     December 31, 2004.

     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


                                       55                            (Continued)

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2004, 2003, and 2002

     FHLB advances callable on March 3, 2005 and February 27, 2005,
     respectively. Citizens Union State Bank has $3,000,000 callable on January
     23, 2005.

     Based upon the collateral pledged to the Federal Home Loan Bank at December
     31, 2004, the Banks' had combined credit lines of $98,053,000 of which
     $58,528,000 was available for additional borrowings.

     The scheduled principal reduction of other borrowed money at December 31,
     2004 was as follows:

<TABLE>
<S>                   <C>
2005                  $24,092,360
2006                   10,254,643
2007                      240,594
2008                      741,013
2009                           --
2010 and thereafter     4,196,137
                      -----------
                      $39,524,747
                      ===========
</TABLE>

     At December 31, 2003, $6,000,000 of the amount included in other borrowed
     money was 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 $169,303 for the year ended December
     31, 2003. There was no interest expense paid during 2004 as this amount was
     paid in full on January 1, 2004.

(13) RESERVE REQUIREMENTS AND COMPENSATING BALANCES

     The Federal Reserve Bank required the Banks to maintain cash or balances of
     $5,394,000 and $3,954,000 at December 31, 2004 and 2003, respectively, to
     satisfy reserve requirements.

     Average compensating balances held at correspondent banks were $2,023,000
     and $2,817,000 at December 31, 2004 and 2003, respectively. The Banks
     maintain such compensating balances with correspondent banks to offset
     charges for services rendered by those banks.


                                       56                            (Continued)

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2004, 2003, and 2002

(14) INCOME TAXES

     The composition of income tax expense (benefit) for 2004, 2003, and 2002 is
     as follows:

<TABLE>
<CAPTION>
                                    2004         2003        2002
                                 ----------   ---------   ---------
<S>                              <C>          <C>         <C>
Current:
   Federal                       $3,449,464   4,717,263   3,333,043
   State                            109,688      58,960      54,309
                                 ----------   ---------   ---------
      Total current               3,559,152   4,776,223   3,387,352

Deferred                            247,404    (620,358)     (7,972)
                                 ----------   ---------   ---------
      Total income tax expense   $3,806,556   4,155,865   3,379,380
                                 ==========   =========   =========
</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>
                                          2004         2003        2002
                                       ----------   ---------   ---------
<S>                                    <C>          <C>         <C>
Tax at statutory Federal income tax
   rate                                $4,139,038   4,519,923   3,915,435
Tax-exempt income                        (450,431)   (457,039)   (517,703)
State income tax, net of Federal tax
   benefit                                 71,297      38,324      35,844
Other, net                                 46,652      54,657     (54,196)
                                       ----------   ---------   ---------
                                       $3,806,556   4,155,865   3,379,380
                                       ==========   =========   =========
</TABLE>


                                       57                            (Continued)

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2004, 2003, and 2002

     The components of deferred tax assets and deferred tax liabilities at
     December 31, 2004 and 2003 are as follows:

<TABLE>
<CAPTION>
                                                          2004         2003
                                                       ----------   ---------
<S>                                                    <C>          <C>
Deferred tax assets:
   Allowance for loan losses                           $2,623,458   2,893,583
   Nonaccrual loan interest                               301,298     229,091
   Purchase accounting adjustments to securities and
      other investments                                        --     100,557
   Deferred compensation                                   79,716      96,918
   Other                                                  205,509     185,500
                                                       ----------   ---------
      Total deferred tax assets                         3,209,981   3,505,649
                                                       ----------   ---------
Deferred tax liabilities:
   Available-for-sale securities                          211,902     725,889
   Premises and equipment                                 947,850     982,794
   Core deposit intangible                                132,871     197,310
   Prepaid pension expense                                 33,867      64,128
   Mortgage servicing rights                              138,689     104,140
   FHLB stock dividend                                     95,653      95,653
   Intangible assets                                      129,395      92,598
   Other                                                   51,607      41,573
                                                       ----------   ---------
      Total deferred tax liabilities                    1,741,834   2,304,085
                                                       ----------   ---------
      Net deferred tax asset                           $1,468,147   1,201,564
                                                       ==========   =========
</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, 2004 and, therefore, has not
     established a valuation reserve.

     At December 31, 2004, 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.


                                       58                            (Continued)

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2004, 2003, and 2002

(15) 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.

     The measurement date used to determine pension benefit measures for the
     pension plan is November 1.

     Pension expense (benefit) for the plan for 2004, 2003, and 2002 is as
     follows:

<TABLE>
<CAPTION>
                                     2004       2003       2002
                                  ---------   --------   --------
<S>                               <C>         <C>        <C>
Service cost--benefits earned
   during the year                $ 292,059    257,103    206,921
Interest costs on projected
   benefit obligations              242,384    231,253    223,184
Expected return on plan assets     (374,586)  (373,976)  (371,413)
Net amortization and deferral       (35,512)   (35,512)   (35,512)
Recognized net gains                 (6,695)   (29,916)   (49,341)
                                  ---------   --------   --------
      Pension expense (benefit)   $ 117,650     48,952    (26,161)
                                  =========   ========   ========
</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, 2004, 2003, and 2002 are as follows:

<TABLE>
<CAPTION>
                              2004         2003        2002
                           ----------   ---------   ---------
<S>                        <C>          <C>         <C>
Benefit obligation:
   Balance, January 1      $4,526,595   4,052,111   3,681,619
   Service cost               292,059     257,103     206,921
   Interest cost              242,384     231,253     223,184
   Actuarial (gain) loss      (36,053)    217,913     161,741
   Benefits paid             (239,239)   (231,785)   (221,354)
                           ----------   ---------   ---------
   Balance, December 31    $4,785,746   4,526,595   4,052,111
                           ==========   =========   =========
</TABLE>


                                       59                            (Continued)

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2004, 2003, and 2002

<TABLE>
<CAPTION>
                                       2004         2003        2002
                                    ----------   ---------   ---------
<S>                                 <C>          <C>         <C>
Plan assets:
   Fair value, January 1            $5,079,194   4,482,116   5,224,801
   Actual return                       445,019     828,863    (521,331)
   Benefits paid                      (239,239)   (231,785)   (221,354)
                                    ----------   ---------   ---------
   Fair value, December 31          $5,284,974   5,079,194   4,482,116
                                    ==========   =========   =========
Funded status:
   Excess of plan assets over
      benefit obligation            $  499,228     552,599     430,005
   Unrecognized net gains             (393,654)   (329,375)   (157,829)
                                    ----------   ---------   ---------
      Prepaid pension expense
         included in other assets   $  105,574     223,224     272,176
                                    ==========   =========   =========
</TABLE>

     Weighted average rates utilized to determine benefit obligation for the
     plan years ended December 31, 2004, 2003, and 2002 are as follows:

<TABLE>
<CAPTION>
                                        2004    2003    2002
                                       -----   -----   -----
<S>                                    <C>     <C>     <C>
Discount rate                          5.250%  5.500%  5.875%
Annual rate of compensation increase   6.000%  6.000%  6.000%
</TABLE>

     Weighted average rates utilized to determine net cost for plan years ended
     December 31, 2004, 2003, and 2002 are as follows:

<TABLE>
<CAPTION>
                                                2004    2003    2002
                                               -----   -----   -----
<S>                                            <C>     <C>     <C>
Discount rate for the service cost             5.500%  5.875%  6.250%
Annual rate of assumed compensation increase   6.000%  6.000%  6.000%
Expected long-term rate of return
   on plan assets                              7.000%  7.000%  7.000%
</TABLE>

     The weighted-average asset allocation of the Company's pension benefits at
     December 31, 2004, 2003, and 2002 were as follows:

<TABLE>
<CAPTION>
                          PENSION PLAN ASSETS
                            AT DECEMBER 31
                       ------------------------
                        2004     2003     2002
                       ------   ------   ------
<S>                    <C>      <C>      <C>
Asset category:
   Equity securities    81.35%   75.62%   69.64%
   Debt securities      17.16%   19.82%   28.35%
   Other                 1.49%    4.56%    2.01%
                       ------   ------   ------
      Total            100.00%  100.00%  100.00%
                       ======   ======   ======
</TABLE>


                                       60                            (Continued)

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2004, 2003, and 2002

     The Company's investment goals are to invest the assets in a manner that
     they benefit both the current beneficiaries and the future beneficiaries on
     the pension plan, while minimizing the risk to the overall portfolio. The
     Company addresses these issues by diversifying the assets through
     investments in domestic and international fixed income securities and
     domestic and international equity securities. These assets are readily
     marketable and can be sold to fund benefit payment obligations as they
     become payable.

     The Company does not expect to make a contribution to its pension plan in
     2005.

     The benefits expected to be paid in each year 2005 - 2009 are $240,000,
     $240,000, $240,000, $230,000, and $210,000, respectively. The aggregate
     benefits to be paid in the five years from 2010 - 2014 are $1,060,000. The
     expected benefits are based on the same assumptions used to measure the
     Company's benefit obligations at November 1 and include future employee
     service.

     In addition to the pension plan described above, the Company provides a
     profit-sharing plan which covers all full-time employees. Prior to 2004,
     The Exchange National Bank was the only participant in the plan. Beginning
     with 2004, Citizens Union State Bank and Trust of Clinton and Osage Valley
     Bank of Warsaw discontinued their individual profit-sharing plans and
     became participants in the consolidated profit-sharing plan. The Company
     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 2004,
     2003, and 2002 were $787,274, $590,135, and $530,430, respectively.

     Prior to joining the Company's consolidated profit-sharing plan in 2004,
     Citizens Union State Bank and Trust of Clinton had a profit-sharing plan
     which covered all full-time employees. Eligible employees could defer up to
     8% of his or her salary each year. Citizens Union State Bank and Trust of
     Clinton matched 1/3 of each employee's deferral. In addition, a
     discretionary contribution could be made each year by Citizens Union State
     Bank and Trust of Clinton. Contributions to the profit-sharing plan for
     2003 and 2002 were $126,365, and $139,140, respectively.


                                       61                            (Continued)

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2004, 2003, and 2002

     Prior to joining the Company's consolidated profit-sharing plan in 2004,
     Osage Valley Bank of Warsaw had a profit-sharing plan and a 401k employer
     match plan covering all full-time employees. Osage Valley Bank of Warsaw
     made a contribution to the profit-sharing plan using a graduated
     contribution scale that was based on the bank's return on assets. Under the
     401k plan, Osage Valley Bank of Warsaw matched 1/2 of each employee's first
     6% of salary deferral. Contributions to the profit sharing and 401k plans
     for 2003 and 2002 were $43,715, and $32,650, respectively.

(16) STOCK OPTION PLANS

     On December 4, 2000, the Incentive Stock Option Committee of the board of
     directors (the Committee) approved the Company's stock plan, which provides
     for the grant of options to purchase up to 450,000 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 periods ranging from four years to five years,
     except for 4,821 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
                                 ---------------------------   ----------------------
                                   2004     2003      2002      2004     2003    2002
                                 -------   ------   --------   ------   -----   -----
<S>                              <C>       <C>      <C>        <C>      <C>     <C>
Outstanding, beginning of year    98,891   76,654    52,392    $20.27   17.53   16.33
Granted                           26,500   30,493    44,141     35.25   26.57   18.67
Exercised                             --   (1,513)  (19,879)       --   18.67   16.90
Canceled                              --   (6,743)       --        --   17.91      --
                                 -------   ------   -------    ------   -----   -----
Outstanding, end of year         125,391   98,891    76,654    $23.44   20.27   17.53
                                 =======   ======   =======    ======   =====   =====
Exercisable, end of year          57,970   34,658    17,566    $18.10   16.89   16.33
</TABLE>

     The weighted average remaining contractual life of options outstanding at
     December 31, 2004 was approximately seven years.


                                       62                            (Continued)

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2004, 2003, and 2002

     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>
                                            2004   2003
                                           -----   ----
<S>                                        <C>     <C>
Options issued during:
   Grant date fair value per share         $9.73   6.47
Significant assumptions:
   Risk-free interest rate at grant date    4.05%  3.82%
   Expected annual rate of
      quarterly dividends                   2.30   2.30
   Expected stock price volatility            23     20
   Expected life to exercise (years)          10     10
</TABLE>


                                       63                            (Continued)

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2004, 2003, and 2002

(17) 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>
                                                                    2004
                                   -----------------------------------------------------------------------
                                                      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               $366,749,286    213,808,231    48,583,519             --   629,141,036
   Debt and equity securities         99,466,264     36,449,804    35,027,567        774,000   171,717,635
   Goodwill                            4,382,098     16,701,762     4,112,876             --    25,196,736
   Intangible assets                          --        798,132            --             --       798,132
   Total assets                      513,839,636    311,756,271    97,507,515        770,848   923,874,270
   Deposits                          406,897,725    256,351,275    81,077,272    (17,676,796)  726,649,476
   Stockholders' equity               49,643,120     39,954,448     9,654,137     (7,480,922)   91,770,783
Statement of income information:
   Total interest income            $ 23,333,071     13,411,203     4,352,837         (6,515)   41,090,596
   Total interest expense              7,406,286      3,514,735     1,667,972        797,918    13,386,911
                                    ------------    -----------    ----------    -----------   -----------
      Net interest income             15,926,785      9,896,468     2,684,865       (804,433)   27,703,685
   Provision for loan losses             600,000        300,000        42,000             --       942,000
   Noninterest income                  3,848,193      1,585,141       386,263        (87,040)    5,732,557
   Noninterest expense                11,111,109      7,027,428     1,744,620        499,549    20,382,706
   Income taxes                        2,609,100      1,326,168       357,788       (486,500)    3,806,556
                                    ------------    -----------    ----------    -----------   -----------
      Net income (loss)             $  5,454,769      2,828,013       926,720       (904,522)    8,304,980
                                    ============    ===========    ==========    ===========   ===========
Capital expenditures                $  1,213,520      3,455,979       458,449             --     5,127,948
</TABLE>


                                       64                            (Continued)

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2004, 2003, and 2002

<TABLE>
<CAPTION>
                                                                   2003
                                   ----------------------------------------------------------------------
                                                      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               $356,157,080    174,415,896    45,078,810            --   575,651,786
   Debt and equity securities        110,422,665     45,520,374    33,012,793            --   188,955,832
   Goodwill                            4,382,098     16,701,762     4,112,876            --    25,196,736
   Intangible assets                          --      1,013,244            --            --     1,013,244
   Total assets                      502,800,863    281,534,651    91,417,739      (157,261)  875,595,992
   Deposits                          370,806,600    228,706,626    74,414,622    (8,665,883)  665,261,965
   Stockholders' equity               50,025,363     37,444,782     9,911,423    (9,598,824)   87,782,744
Statement of income information:
   Total interest income            $ 22,626,953     12,061,252     4,233,909            --    38,922,114
   Total interest expense              6,911,788      3,710,899     1,681,014       494,640    12,798,341
                                    ------------    -----------    ----------    ----------   -----------
      Net interest income             15,715,165      8,350,353     2,552,895      (494,640)   26,123,773
   Provision for loan losses             750,000        300,000        42,000            --     1,092,000
   Noninterest income                  5,091,980      1,336,216       361,831       (86,014)    6,704,013
   Noninterest expense                10,860,654      5,705,513     1,595,778       374,062    18,536,007
   Income taxes                        2,998,600      1,131,416       360,049      (334,200)    4,155,865
                                    ------------    -----------    ----------    ----------   -----------
      Net income (loss)             $  6,197,891      2,549,640       916,899      (620,516)    9,043,914
                                    ============    ===========    ==========    ==========   ===========
Capital expenditures                $    280,160        241,423       551,458            --     1,073,041
</TABLE>


                                       65                            (Continued)

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2004, 2003, and 2002

<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>


                                       66                            (Continued)

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2004, 2003, and 2002

(18) CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY ONLY

     The condensed balance sheets as of December 31, 2004 and 2003 and the
     related condensed statements of income and cash flows for the years ended
     December 31, 2004, 2003, and 2002 of the Company are as follows:

                            CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                    2004           2003
                                                ------------   -----------
<S>                                             <C>            <C>
                    ASSETS

Cash and due from banks                         $ 17,517,127     8,445,003
Investment securities                                774,000            --
Investment in subsidiaries                        99,796,737    97,926,600
Other assets                                         265,449       186,000
                                                ------------   -----------
   Total assets                                 $118,353,313   106,557,603
                                                ============   ===========

     LIABILITIES AND STOCKHOLDERS' EQUITY

Notes payable                                   $         --    10,450,568
Subordinated notes                                25,774,000            --
Other borrowed money                                      --     7,500,000
Dividends payable                                    750,572       750,573
Other liabilities                                     57,958        73,718
Stockholders' equity                              91,770,783    87,782,744
                                                ------------   -----------
   Total liabilities and stockholders' equity   $118,353,313   106,557,603
                                                ============   ===========
</TABLE>


                                       67                            (Continued)

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2004, 2003, and 2002

                         CONDENSED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                2004         2003        2002
                                             ----------   ---------   ---------
<S>                                          <C>          <C>         <C>
Revenue:
   Dividends received from subsidiaries      $6,400,000   6,660,477   7,500,000
   Interest on bank time deposits               142,179          --          --
   Other                                            308         499          --
                                             ----------   ---------   ---------
      Total revenue                           6,542,487   6,660,976   7,500,000
                                             ----------   ---------   ---------
Expenses:
   Interest on bank debt                         60,288     208,305     231,863
   Interest on notes payable                         --     286,335     733,801
   Interest on subordinated notes               886,324          --          --
   Amortization of intangible assets                 --     125,000     150,000
   Other                                        586,897     335,575     327,459
                                             ----------   ---------   ---------
      Total expenses                          1,533,509     955,215   1,443,123
                                             ----------   ---------   ---------
      Income before income tax benefit and
         equity in undistributed income
         of subsidiaries                      5,008,978   5,705,761   6,056,877
Income tax benefit                              486,500     334,200     492,100
Equity in undistributed income
   of subsidiaries                            2,809,502   3,003,953   1,544,313
                                             ----------   ---------   ---------
      Net income                             $8,304,980   9,043,914   8,093,290
                                             ==========   =========   =========
</TABLE>


                                       68                            (Continued)

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2004, 2003, and 2002

                       CONDENSED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                           2004          2003         2002
                                                       ------------   ----------   ----------
<S>                                                    <C>            <C>          <C>
Cash flows from operating activities:
   Net income                                          $  8,304,980    9,043,914    8,093,290
   Adjustments to reconcile net income to
      net cash provided by operating activities:
         Equity in undistributed
            income of subsidiaries                       (2,809,502)  (3,003,953)  (1,544,313)
         Other, net                                         (95,210)     (93,580)     505,758
                                                       ------------   ----------   ----------
               Net cash provided by
                  operating activities                    5,400,268    5,946,381    7,054,735
                                                       ------------   ----------   ----------
Cash flows from investing activities:
   Consulting/noncompete payments                                --           --     (150,000)
                                                       ------------   ----------   ----------
               Net cash used in investing activities             --           --     (150,000)
                                                       ------------   ----------   ----------
Cash flows from financing activities:
   Purchase of available for sale securities               (774,000)          --           --
   Proceeds from subordinated note                       25,774,000           --           --
   Repayment of bank debt                               (17,950,568)  (1,000,000)    (500,000)
   Cash dividends paid                                   (3,377,576)  (2,987,715)  (2,510,323)
   Proceeds from exercise of stock options                       --       28,251       35,967
   Purchases of common stock                                     --       (2,503)  (1,911,811)
                                                       ------------   ----------   ----------
               Net cash provided by (used in)
                  financing activities                    3,671,856   (3,961,967)  (4,886,167)
                                                       ------------   ----------   ----------
               Net increase in cash                       9,072,124    1,984,414    2,018,568

Cash at beginning of year                                 8,445,003    6,460,589    4,442,021
                                                       ------------   ----------   ----------
Cash at end of year                                    $ 17,517,127    8,445,003    6,460,589
                                                       ============   ==========   ==========
</TABLE>

(19) 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.


                                       69                            (Continued)

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2004, 2003, and 2002

     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, 2004, 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, 2004 and 2003 is as follows:

<TABLE>
<CAPTION>
                                   2004          2003
                               ------------   ----------
<S>                            <C>            <C>
Commitments to extend credit   $122,166,519   94,518,824
Standby letters of credit         3,080,429    2,774,353
</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, 2004, approximately $90,186,000 represents
     fixed-rate loan commitments. Of the total commitments to extend credit at
     December 31, 2003, approximately $61,950,000 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 not 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, 2004.


                                       70                            (Continued)

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2004, 2003, and 2002

     A summary of the carrying amounts and fair values of the Company's
     financial instruments at December 31, 2004 and 2003 is as follows:

<TABLE>
<CAPTION>
                                                  2004                         2003
                                       --------------------------   -------------------------
                                         CARRYING         FAIR        CARRYING        FAIR
                                          AMOUNT         VALUE         AMOUNT        VALUE
                                       ------------   -----------   -----------   -----------
<S>                                    <C>            <C>           <C>           <C>
Assets:
   Loans                               $629,141,036   635,556,000   575,651,786   583,482,000
   Investment in debt and
      equity securities                 171,717,635   171,717,635   188,955,832   188,955,832
   Federal fund sold and
      securities purchased under
      agreements to resell               41,603,952    41,603,952    29,227,798    29,227,798
   Cash and due from banks               24,104,458    24,104,458    27,817,117    27,817,117
   Accrued interest receivable            5,289,083     5,289,083     5,107,980     5,107,980
                                       ------------   -----------   -----------   -----------
                                       $871,856,164   878,271,128   826,760,513   834,590,727
                                       ============   ===========   ===========   ===========
Liabilities:
   Deposits:
      Demand                           $ 98,156,124    98,156,124    89,214,182    89,214,182
      NOW                               117,822,197   117,822,197   110,879,585   110,879,585
      Savings                            50,918,443    50,918,443    55,334,554    55,334,554
      Money market                      117,125,302   117,125,302    66,257,738    66,257,738
      Time                              342,627,410   344,160,000   343,575,906   345,212,000
      Federal funds purchased and
         securities sold under
         agreements to repurchase        34,515,323    34,515,323    72,983,423    72,983,423
      Interest-bearing demand
         notes to U.S. Treasury             897,470       897,470       688,978       688,978
      Subordinated notes                 25,774,000    25,774,000            --            --
      Other borrowed money               39,524,747    39,241,000    41,629,893    41,984,000
      Accrued interest payable            1,795,267     1,795,267     1,650,292     1,650,292
                                       ------------   -----------   -----------   -----------
                                       $829,156,283   830,405,126   782,214,551   784,204,752
                                       ============   ===========   ===========   ===========
</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.


                                       71                            (Continued)

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2004, 2003, and 2002

          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.

          SUBORDINATED NOTES

          For subordinated notes, the carrying value is a reasonable estimate of
          fair value, as such instruments reprice in a short time period.

          OTHER BORROWED MONEY

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

          COMMITMENTS TO EXTEND CREDIT AND STANDBY LETTERS OF CREDIT

          The fair value of commitments to extend credit and standby letters of
          credit are estimated using the fees currently charged to enter into
          similar agreements, taking into account the remaining terms of the
          agreements, the likelihood of the counterparties drawing on such
          financial instruments, and the present creditworthiness of


                                       72                            (Continued)

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2004, 2003, and 2002

          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.

(20) 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.


                                       73                            (Continued)

<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 2004, 2003, and 2002

(21) QUARTERLY FINANCIAL INFORMATION

     (unaudited)
     (In thousands, except per share data)
<TABLE>
<CAPTION>
                                 FIRST     SECOND    THIRD     FOURTH
                                QUARTER   QUARTER   QUARTER   QUARTER   YEAR-TO-DATE
                                -------   -------   -------   -------   ------------
                                                        2004
<S>                             <C>       <C>       <C>       <C>       <C>
Interest income                  $9,762    9,984     10,404    10,941      41,091
Interest expense                  2,954    3,181      3,459     3,793      13,387
                                 ------    -----     ------    ------      ------
      Net interest income        $6,808    6,803      6,945     7,148      27,704
                                 ======    =====     ======    ======      ======
Provision for loan losses        $  236      210        160       336         942
Noninterest income                1,447    1,551      1,371     1,364       5,733
Noninterest expense               4,672    4,991      5,177     5,543      20,383
Income taxes                      1,053    1,024        923       807       3,807
Net income                        2,294    2,129      2,056     1,826       8,305
Net income per share:
   Basic earnings per share        0.55     0.51       0.49      0.44        1.99
   Diluted earnings per share      0.54     0.51       0.49      0.43        1.98

                                                        2003

Interest income                  $9,431    9,552      9,997     9,942      38,922
Interest expense                  3,282    3,253      3,172     3,091      12,798
                                 ------    -----     ------    ------      ------
      Net interest income        $6,149    6,299      6,825     6,851      26,124
                                 ======    =====     ======    ======      ======
Provision for loan losses        $  236      235        311       310       1,092
Noninterest income                1,972    1,465      1,902     1,365       6,704
Noninterest expense               4,500    4,584      4,590     4,862      18,536
Income taxes                      1,030      902      1,282       942       4,156
Net income                        2,355    2,043      2,544     2,102       9,044
Net income per share:
   Basic earnings per share        0.57     0.49       0.61      0.50        2.17
   Diluted earnings per share      0.56     0.49       0.60      0.50        2.15
</TABLE>


                                       74

<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 2004 and 2003 in which the stock was traded. The prices have
been restated to give effect to the three-for-two stock dividend distributed
July 15, 2003.

<TABLE>
<CAPTION>
     2004         HIGH    LOW
     ----        -----   -----
<S>              <C>     <C>
Fourth Quarter   31.53   27.83
Third Quarter    30.98   28.00
Second Quarter   34.56   28.01
First Quarter    37.00   30.47
</TABLE>

<TABLE>
<CAPTION>
     2003         HIGH    LOW
     ----        -----   -----
<S>              <C>     <C>
Fourth Quarter   37.50   33.18
Third Quarter    42.75   34.25
Second Quarter   40.33   31.13
First Quarter    31.53   21.93
</TABLE>

     As of March 1, 2005, our Company had issued 4,298,353 shares of common
stock, of which 4,169,847 shares were outstanding. The outstanding shares were
held of record by approximately 1,750 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 2004 and 2003. The information has been restated to give effect to the
three-for-two stock dividend distributed July 15, 2003.

<TABLE>
<CAPTION>
                 DIVIDENDS
  MONTH PAID     PER SHARE
  ----------     ---------
<S>              <C>
January, 2004      $0.18
April, 2004         0.18
July, 2004          0.18
October, 2004       0.18
December, 2004      0.09
                   -----
Total for 2004     $0.81
                   =====

January, 2003      $0.13
April, 2003         0.13
July, 2003          0.18
October, 2003       0.18
December, 2003      0.09
                   -----
Total for 2003     $0.71
                   =====
</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
$4,525,000 in dividends to our Company without regulatory approval subject to
the ongoing capital requirements of the Banks.


                                       75

<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 III   Chairman, President, Chief        Position with Exchange and
                                                                  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, 2004, as filed with the Securities and Exchange Commission, excluding
exhibits, will be furnished without charge to shareholders entitled to vote at
the 2005 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.


                                       76
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>3
<FILENAME>c93150exv23.txt
<DESCRIPTION>CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
<TEXT>
<PAGE>
                                                                      Exhibit 23

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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 reports
dated March 11, 2005, with respect to the consolidated balance sheets of
Exchange National Bancshares, Inc. as of December 31, 2004 and 2003, 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, 2004, management's assessment of the effectiveness of
internal control over financial reporting as of December 31, 2004 and the
effectiveness of internal control over financial reporting as of December 31,
2004, which reports appear in the December 31, 2004 annual report on Form 10-K
of Exchange National Bancshares, Inc.


/s/ KPMG LLP

St. Louis, Missouri
March 15, 2005
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>4
<FILENAME>c93150exv31w1.txt
<DESCRIPTION>CERTIFICATION OF CHIEF EXECUTIVE OFFICER
<TEXT>
<PAGE>
                                                                    Exhibit 31.1

                                 CERTIFICATIONS

I, James E. Smith, certify that:

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

     2. Based on my knowledge, this 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 report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this 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 report;

     4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the
registrant and have:

     (a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

     (b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;

     (c) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

     (d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and

     5. The registrant's other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

     (a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

     (b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.


Date: March 15, 2005                    /s/ James E. Smith
                                        ----------------------------------------
                                        James E. Smith
                                        Chairman of the Board and Chief
                                        Executive Officer


                                       1
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>5
<FILENAME>c93150exv31w2.txt
<DESCRIPTION>CERTIFICATION OF CHIEF FINANCIAL OFFICER
<TEXT>
<PAGE>
                                                                    Exhibit 31.2

                                 CERTIFICATIONS

I, Richard G. Rose, certify that:

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

     2. Based on my knowledge, this 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 report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this 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 report;

     4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the
registrant and have:

     (a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

     (b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;

     (c) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

     (d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and

     5. The registrant's other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

     (a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

     (b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.


Date: March 15, 2005                    /s/ Richard G. Rose
                                        ----------------------------------------
                                        Richard G. Rose
                                        Treasurer


                                        1
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>6
<FILENAME>c93150exv32w1.txt
<DESCRIPTION>CERTIFICATION OF CHIEF EXECUTIVE OFFICER
<TEXT>
<PAGE>
                                                                    Exhibit 32.1

                    Certification of Chief Executive Officer

     In connection with the Annual Report of Exchange National Bancshares, Inc.
(the "Company") on Form 10-K for the year ended December 31, 2004 as filed with
the Securities and Exchange Commission (the "Report"), I, James E. Smith,
Chairman of the Board and Chief Executive Officer of the Company, hereby certify
in accordance with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, that:

     (a) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended; and

     (b) The information contained in the Report fairly presents, in all
material aspects, the financial condition and results of operations of the
Company.

Dated: March 15, 2005


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

"A signed original of this written statement required by Section 906 has been
provided to Exchange National Bancshares, Inc. and will be retained by Exchange
National Bancshares, Inc. and furnished to the Securities and Exchange
Commission or its staff upon request."


                                        1
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.2
<SEQUENCE>7
<FILENAME>c93150exv32w2.txt
<DESCRIPTION>CERTIFICATION OF CHIEF FINANCIAL OFFICER
<TEXT>
<PAGE>
                                                                    Exhibit 32.2

                    Certification of Chief Financial Officer

     In connection with the Quarterly Report of Exchange National Bancshares,
Inc. (the "Company") on Form 10-K for the year ended December 31, 2004 as filed
with the Securities and Exchange Commission (the "Report"), I, Richard G. Rose,
Treasurer of the Company, hereby certify in accordance with 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:

     (a) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended; and

     (b) The information contained in the Report fairly presents, in all
material aspects, the financial condition and results of operations of the
Company.

Dated: March 15, 2005


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

"A signed original of this written statement required by Section 906 has been
provided to Exchange National Bancshares, Inc. and will be retained by Exchange
National Bancshares, Inc. and furnished to the Securities and Exchange
Commission or its staff upon request."


                                        1
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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