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<SEC-DOCUMENT>0000950137-05-005612.txt : 20050510
<SEC-HEADER>0000950137-05-005612.hdr.sgml : 20050510
<ACCEPTANCE-DATETIME>20050510093147
ACCESSION NUMBER:		0000950137-05-005612
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		11
CONFORMED PERIOD OF REPORT:	20050331
FILED AS OF DATE:		20050510
DATE AS OF CHANGE:		20050510

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-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-23636
		FILM NUMBER:		05814110

	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-Q
<SEQUENCE>1
<FILENAME>c94951e10vq.txt
<DESCRIPTION>FORM 10-Q
<TEXT>
<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)
[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

 For the quarterly period ended March 31, 2005

                                       or

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the transition period from _______________ to ________________

                         Commission File Number: 0-23636

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

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

              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)

                                       N/A
         (Former name, former address and former fiscal year, if changed
                              since last report.)

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.

   [X] Yes     [ ] No

Indicate by check mark whether the registrant is an accelerated filer (as
defined in rule 12b-2 of the Exchange Act). [X] Yes [ ] No

As of May 10, 2005, the registrant had 4,169,847 shares of common stock, par
value $1.00 per share, outstanding.

                               Page 1 of 191 pages
                      Index to Exhibits located on page 39

                                       1
<PAGE>

                         PART I - FINANCIAL INFORMATION
                          Item 1. Financial Statements

               EXCHANGE NATIONAL BANCSHARES, INC. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                   (Unaudited)

<TABLE>
<CAPTION>
                                            MARCH 31, 2005      DECEMBER 31, 2004
                                            --------------      -----------------
<S>                                         <C>                    <C>
ASSETS
 Loans:
   Commercial                               $  250,390,697      $     249,497,691
   Real estate - construction                   75,782,693             65,075,185
   Real estate - mortgage                      278,472,788            284,309,203
   Consumer                                     36,854,033             37,985,508
   Unamortized loan origination fees
      and costs, net                              (198,493)              (230,957)
                                            --------------      -----------------
                                               641,301,718            636,636,630
   Less allowance for loan losses                7,728,744              7,495,594
                                            --------------      -----------------
      Loans, net                               633,572,974            629,141,036

 Investments in available for sale debt
    and equity securities, at fair value       223,793,181            171,717,635
 Federal funds sold                             37,135,691             41,603,952
 Cash due from banks                            22,222,447             24,104,458
 Premises and equipment                         22,284,338             21,276,387
 Accrued interest receivable                     5,719,294              5,289,083
 Mortgage servicing rights                       1,588,292              1,605,930
 Goodwill                                       25,196,736             25,196,736
 Intangible assets                                 744,354                798,132
 Other assets                                    4,330,248              3,140,921
                                            --------------      -----------------
      Total assets                          $  976,587,555      $     923,874,270
                                            ==============      =================
</TABLE>

Continued on next page

                                       2
<PAGE>

               EXCHANGE NATIONAL BANCSHARES, INC. AND SUBSIDIARIES

                CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                     MARCH 31, 2005    DECEMBER 31, 2004
                                                     --------------    -----------------
<S>                                                  <C>               <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
   Demand deposits                                   $   95,141,393    $      98,156,124
   Time deposits                                        642,787,408    $     628,493,352
                                                     --------------    -----------------
    Total deposits                                      737,928,801          726,649,476

   Federal funds purchased and securities
     sold under agreements to repurchase                 51,288,037           34,515,323
   Interest-bearing demand notes to U.S. Treasury           705,725              897,470
   Subordinated notes                                    49,486,000           25,774,000
   Other borrowed money                                  39,253,899           39,524,747
   Accrued interest payable                               2,044,364            1,795,267
   Other liabilities                                      3,674,466            2,947,204
                                                     --------------    -----------------
    Total liabilities                                   884,381,292          832,103,487

Stockholders' equity:
    Common stock - $1 par value; 15,000,000 shares
      authorized; 4,298,353 issued                        4,298,353            4,298,353
    Surplus                                              22,030,074           22,014,894
    Retained earnings                                    69,203,552           67,716,511
    Accumulated other comprehensive income (loss),
      net of tax                                           (673,207)             393,534
    Treasury stock, 128,506 shares at cost               (2,652,509)          (2,652,509)
                                                     --------------    -----------------
      Total stockholders' equity                         92,206,263           91,770,783
                                                     --------------    -----------------
    Total liabilities and stockholders' equity       $  976,587,555    $     923,874,270
                                                     ==============    =================
   </TABLE>

See accompanying notes to unaudited condensed consolidated financial statements.

                                       3
<PAGE>

               EXCHANGE NATIONAL BANCSHARES, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                            THREE MONTHS ENDED
                                                                MARCH 31,
                                                       -----------------------------
                                                          2005               2004
                                                       -----------       -----------
<S>                                                    <C>               <C>
Interest income:
  Interest and fees on loans                           $ 9,736,094       $ 8,329,782
  Interest on debt and equity securities:
    Taxable                                              1,121,606         1,016,877
    Nontaxable                                             342,914           316,125
  Interest on federal funds sold                           252,652            63,132
  Interest on interest-bearing deposits                     15,922             6,206
  Dividends on equity securities                            58,190            29,731
                                                       -----------       -----------
    Total interest income                               11,527,378         9,761,853
                                                       -----------       -----------
Interest Expense:
  NOW accounts                                             355,545           171,409
  Savings                                                   71,245            80,382
  Money market accounts                                    644,726           143,813
  Certificates of deposit:
    $100,000 and over                                      620,082           474,021
    Other time deposits                                  1,659,442         1,509,329
  Federal funds purchased and securities sold
    under agreements to repurchase                         268,122           167,318
  Subordinated debentures                                  403,065            40,916
  Federal Home Loan borrowings                             414,690           305,942
  Other borrowings                                           3,350            61,263
                                                       -----------       -----------
    Total interest expense                               4,440,267         2,954,393
                                                       -----------       -----------
    Net interest income                                  7,087,111         6,807,460

Provision for loan losses                                  235,500           235,500
                                                       -----------       -----------
Net interest income after provision for loan losses      6,851,611         6,571,960
</TABLE>

Continued on next page

                                       4
<PAGE>

               EXCHANGE NATIONAL BANCSHARES, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                           THREE MONTHS ENDED
                                                                MARCH 31,
                                                      ----------------------------
                                                          2005             2004
                                                      ------------     -----------
<S>                                                   <C>              <C>
Noninterest income:
   Service charges on deposit accounts                     680,509         740,258
   Trust department income                                 182,011         211,429
   Brokerage income                                         40,562          20,895
   Mortgage loan servicing fees, net                       112,767         102,121
   Gain on sale of mortgage loans                          129,696         220,042
   Credit card fees                                         34,968          34,724
   Other                                                   150,831         117,186
                                                      ------------     -----------
      Total noninterest income                           1,331,344       1,446,655
                                                      ------------     -----------

Noninterest expense:
   Salaries and employee benefits                        2,885,789       2,781,019
   Occupancy expense                                       289,770         265,477
   Furniture and equipment expense                         504,229         464,668
   FDIC insurance assessment                                24,776          27,845
   Advertising and promotion                               152,752          82,481
   Postage, printing and supplies                          164,151         175,356
   Legal, examination, and professional fees               251,096         164,509
   Other                                                   702,695         710,908
                                                      ------------     -----------
     Total noninterest expense                           4,975,258       4,672,263
                                                      ------------     -----------

Income before income taxes                               3,207,697       3,346,352

Income taxes                                               970,083       1,052,553
                                                      ------------     -----------

Net income                                            $  2,237,614     $ 2,293,799
                                                      ============     ===========
Basic earning per share                               $       0.54     $      0.55
Diluted earnings per share                            $       0.53     $      0.54

Weighed average shares of common stock outstanding
   Basic                                                 4,169,847       4,169,847
   Diluted                                               4,199,268       4,211,563

Dividends per share:

   Declared                                           $       0.18     $      0.18
   Paid                                               $       0.18     $      0.18
</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements.

                                       5
<PAGE>

               EXCHANGE NATIONAL BANCSHARES, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                          THREE MONTHS ENDED MARCH 31,
                                                                          ----------------------------
                                                                              2005           2004
                                                                          ------------   -------------
<S>                                                                       <C>            <C>
Cash flow from operating activities:
Net income                                                                $  2,237,614   $   2,293,799
  Adjustments to reconcile net income to net cash
    cash provided by operating activities:
      Provision for loan losses                                                235,500         235,500
      Depreciation expense                                                     396,814         374,353
      Net amortization of debt securities premiums and discounts               233,672         351,857
      Amortization of intangible assets                                         53,778          53,778
      Increase in accrued interest receivable                                 (430,211)       (127,232)
      Increase in other assets                                                (285,952)        (83,807)
      Increase (decrease) in accrued interest payable                          249,097         (90,197)
      Increase in other liabilities                                            727,262         557,340
      Loss (gain) on sales and calls of debt securities                              -          (2,537)
      Origination of mortgage loans for sale                                (9,117,814)    (13,032,376)
      Proceeds from the sale of mortgage loans held for sale                 9,247,510      13,252,418
      Gain on sale of mortgage loans                                          (129,696)       (220,042)
      Loss (gain) on disposition of premises and equipment                         674               -
      Other, net                                                                15,180               -
                                                                          ------------   -------------
        Net cash provided by operating activities                            3,433,428       3,562,854

Cash flow from investing activities:

      Net decrease (increase) in loans                                      (5,053,259)         19,239
      Purchase of available-for-sale debt securities                       (81,885,227)   (102,063,028)
      Proceeds from maturities of available-for-sale debt securities        18,998,012      62,185,873
      Proceeds from calls of available-for-sale debt securities              7,872,500      11,557,425
      Proceeds from sales of available-for-sale debt securities              1,071,803         250,000
      Purchase of premises and equipment                                    (1,405,439)     (1,085,843)
      Proceeds from sales of other real estate owned and repossessions          67,037         137,148
                                                                          ------------   -------------
        Net cash used in investing activities                              (60,334,573)    (28,999,186)
                                                                          ------------   -------------
</TABLE>

Continued on next page

                                       6
<PAGE>

               EXCHANGE NATIONAL BANCSHARES, INC. AND SUBSIDIARIES

           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                   THREE MONTHS ENDED MARCH 31,
                                                                                   ----------------------------
                                                                                       2005           2004
                                                                                   ------------    ------------
<S>                                                                                <C>             <C>
Cash flow from financing activities:
   Net increase (decrease) in demand deposits                                        (3,014,731)      1,561,811
   Net increase in interest-bearing transaction accounts                             14,110,187      19,418,366
   Net increase (decrease) in time deposits                                             183,869      (6,247,194)
   Net increase in federal funds purchased and securities sold
     under agreements to repurchase                                                  16,772,714       1,373,665
   Net decrease in interest-bearing demand notes to U.S. Treasury                      (191,745)       (214,065)
   Proceeds from subordinated debentures                                             23,712,000      25,774,000
   Repayment of Federal Home Loan Bank borrowings                                      (270,848)       (393,639)
   Repayment of other borrowed money                                                          -     (17,950,568)
   Cash dividends paid                                                                 (750,573)       (750,573)
                                                                                   ------------    ------------
     Net cash provided by financing activities                                       50,550,873      22,571,803

Net decrease in cash and cash equivalents                                            (6,350,272)     (2,864,529)
Cash and cash equivalents, beginning of period                                       65,708,410      57,044,915
                                                                                   ------------    ------------
Cash and cash equivalents, end of period                                           $ 59,358,138    $ 54,180,386
                                                                                   ============    ============
Supplemental disclosure of cash flow information -
  Cash paid during period for:

   Interest                                                                        $  4,191,170    $  3,044,590
   Income taxes                                                                          70,000          60,000

Supplemental schedule of noncash investing activities -
  Other real estate and repossessions
    acquired in settlement of loans                                                $    385,821    $    166,843
</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements.

                                       7
<PAGE>

               EXCHANGE NATIONAL BANCSHARES, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                   (UNAUDITED)

                   Three Months Ended March 31, 2005 and 2004

      The accompanying unaudited condensed consolidated financial statements
include all adjustments that in the opinion of management are necessary in order
to make those statements not misleading. Certain amounts in the 2004 condensed
consolidated financial statements have been reclassified to conform to the 2005
condensed consolidated presentation. Such reclassifications have no effect on
previously reported net income or stockholders' equity. Operating results for
the period ended March 31, 2005 are not necessarily indicative of the results
that may be expected for the year ending December 31, 2005.

      It is suggested that these unaudited condensed consolidated interim
financial statements be read in conjunction with our Company's audited
consolidated financial statements included in its 2004 Annual Report to
Shareholders under the caption "Consolidated Financial Statements" and
incorporated by reference into its Annual Report on Form 10-K for the year ended
December 31, 2004 as Exhibit 13.

      The accompanying unaudited consolidated financial statements have been
prepared in accordance with the rules and regulations of the Securities and
Exchange Commission. Certain information and note disclosures normally included
in financial statements prepared in accordance with accounting principles
generally accepted in the United States of America have been condensed and
omitted. Our Company believes that these financial statements contain all
adjustments (consisting of normal recurring accruals) necessary to present
fairly our Company's consolidated financial position as of March 31, 2005 and
December 31, 2004 and the consolidated statements of earnings for the three
periods ended March 31, 2005 and 2004 and cash flows for the three months ended
March 31, 2005 and 2004.

                                       8
<PAGE>

EARNINGS PER SHARE

      The following table reflects, for the three-month periods ended March 31,
2005 and 2004, the numerators (net income) and denominators (average shares
outstanding) for the basic and diluted net income per share computations:

<TABLE>
<CAPTION>
                                        THREE MONTHS ENDED
                                             MARCH 31,
                                     -------------------------
                                        2005          2004
                                     -----------   -----------
<S>                                  <C>           <C>
Net income, basic and diluted        $ 2,237,614   $ 2,293,799
                                     ===========   ===========
Average shares outstanding             4,169,847   $ 4,169,847
Effect of dilutive stock options          29,421        41,716
                                     -----------   -----------
Average shares outstanding

  including dilutive stock options     4,199,268     4,211,563

Basic earning per share              $      0.54   $      0.55
Diluted earnings per share           $      0.53   $      0.54
</TABLE>

      Our Company accounts for its 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,
establish accounting and disclosure requirements using a fair-value based method
of accounting for stock-based employee compensation plans. As permitted by
existing accounting standards, our 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 SFAS No. 123, as amended by SFAS No. 148. See Impact
of New Accounting Pronouncements in this report for further discussion of this
issue.

                                       9
<PAGE>

      The following table illustrates, for the three-month periods ended March
31, 2005 and 2004, the effect on net income if the fair-value-based method had
been applied to all outstanding and unvested awards in each period:

<TABLE>
<CAPTION>
                                            THREE MONTHS ENDED
                                                MARCH 31,
                                        -------------------------
                                           2005          2004
                                        -----------   -----------
<S>                                     <C>           <C>
Net income:
  As reported                           $ 2,237,614   $ 2,293,799
  Deduct total stock-based employee
    compensation expense determined
    under fair-value-based method for
    all awards, net of tax                  (26,501)      (34,058)
                                        -----------   -----------
  Pro forma net income                  $ 2,211,113   $ 2,259,741
                                        ===========   ===========
Pro forma earnings per common share:

  As reported basic                          $ 0.54        $ 0.55
  Pro forma basic                              0.53          0.54

  As reported diluted                          0.53          0.54
  Pro forma diluted                            0.53          0.54
</TABLE>

                                       10
<PAGE>

COMPREHENSIVE INCOME

      For the three-month periods ended March 31, 2005 and 2004, unrealized
holding gains and losses on investments in debt and equity securities
available-for-sale were our Company's only other comprehensive income component.
Comprehensive income for the three-month periods ended March 31, 2005 and 2004
is summarized as follows:

<TABLE>
<CAPTION>
                                                                  THREE MONTHS ENDED
                                                                        MARCH 31,
                                                              --------------------------
                                                                 2005           2004
                                                              -----------    -----------
<S>                                                           <C>            <C>
Net income                                                    $ 2,237,614    $ 2,293,799
  Other comprehensive income (loss):
    Net unrealized holding gains (losses) on
    investments in debt and equity securities
    available-for-sale, net of taxes                           (1,066,741)       274,831
  Adjustment for net securities losses (gains) realized in
    net income, net of applicable income taxes                          -         (1,649)
                                                              -----------    -----------
      Total other comprehensive income (loss)                  (1,066,741)       273,182
                                                              -----------    -----------
      Comprehensive income                                    $ 1,170,873    $ 2,566,981
                                                              ===========    ===========
</TABLE>

SEGMENTS

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

                                       11
<PAGE>

<TABLE>
<CAPTION>
                                                                   MARCH 31, 2005
                                 ---------------------------------------------------------------------------------
                                 THE EXCHANGE
                                 NATIONAL BANK   CITIZENS UNION
                                 OF JEFFERSON    STATE BANK AND     OSAGE VALLEY     CORPORATE AND
                                     CITY        TRUST OF CLINTON   BANK OF WARSAW       OTHER          TOTAL
                                 -------------   ----------------   --------------   -------------   -------------
<S>                              <C>             <C>                <C>              <C>             <C>
Balance sheet information
   Loans, net of allowance
     for loan losses             $ 369,776,627   $    216,102,081   $   47,694,266   $           -   $ 633,572,974
   Debt and equity securities      151,296,956         33,814,890       37,195,335       1,486,000     223,793,181
   Goodwill                          4,382,098         16,701,762        4,112,876               -      25,196,736
   Intangible assets                         -            744,354                -               -         744,354
   Total assets                    567,465,925        310,171,469       96,581,235       2,368,926     976,587,555
   Deposits                        442,292,784        255,328,257       80,880,233     (40,572,473)    737,928,801
   Stockholders' equity          $  49,622,157   $     40,486,964   $    9,438,085   $  (7,340,943)  $  92,206,263
                                 =============   ================   ==============   =============   =============
   </TABLE>

<TABLE>
<CAPTION>
                                                                DECEMBER 31, 2004
                                 ---------------------------------------------------------------------------------
                                 THE EXCHANGE
                                 NATIONAL BANK   CITIZENS UNION
                                 OF JEFFERSON    STATE BANK AND     OSAGE VALLEY     CORPORATE AND
                                     CITY        TRUST OF CLINTON   BANK OF WARSAW       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
                                 =============   ================   ==============   =============   =============
</TABLE>

                                       12
<PAGE>

<TABLE>
<CAPTION>
                                                        THREE MONTHS ENDED MARCH 31, 2005
                                 ---------------------------------------------------------------------------------
                                 THE EXCHANGE
                                 NATIONAL BANK   CITIZENS UNION
                                 OF JEFFERSON    STATE BANK AND     OSAGE VALLEY     CORPORATE AND
                                     CITY        TRUST OF CLINTON   BANK OF WARSAW       OTHER          TOTAL
                                 -------------   ----------------   --------------   -------------   -------------
<S>                              <C>             <C>                <C>              <C>             <C>
Statement of earnings:
  Total interest income          $   6,576,008   $      3,794,507   $    1,144,759   $      12,104   $  11,527,378
  Total interest expense             2,411,675          1,201,629          485,623         341,340       4,440,267
                                 -------------   ----------------   --------------   -------------   -------------
  Net interest income                4,164,333          2,592,878          659,136        (329,236)      7,087,111
  Provision for loan losses            150,000             75,000           10,500               -         235,500
  Noninterest income                   869,074            383,572           95,375         (16,677)      1,331,344
  Noninterest expense                2,683,542          1,736,459          430,591         124,666       4,975,258
  Income taxes                         695,400            349,685           86,128        (161,130)        970,083
                                 -------------   ----------------   --------------   -------------   -------------
  Net income (loss)              $   1,504,465   $        815,306   $      227,292   $    (309,449)  $   2,237,614
                                 =============   ================   ==============   =============   =============
</TABLE>

<TABLE>
<CAPTION>
                                                        THREE MONTHS ENDED MARCH 31, 2004
                                 ---------------------------------------------------------------------------------
                                 THE EXCHANGE
                                 NATIONAL BANK   CITIZENS UNION
                                 OF JEFFERSON    STATE BANK AND     OSAGE VALLEY     CORPORATE AND
                                     CITY        TRUST OF CLINTON   BANK OF WARSAW       OTHER          TOTAL
                                 -------------   ----------------   --------------   -------------   -------------
<S>                              <C>             <C>                <C>              <C>             <C>
Statement of earnings:
  Total interest income          $   5,566,376   $      3,136,931   $    1,079,486   $     (20,940)  $   9,761,853
  Total interest expense             1,604,185            867,756          408,786          73,666       2,954,393
                                 -------------   ----------------   --------------   -------------   -------------
  Net interest income                3,962,191          2,269,175          670,700         (94,606)      6,807,460
  Provision for loan losses            150,000             75,000           10,500               -         235,500
  Noninterest income                   974,056            403,160           90,550         (21,111)      1,446,655
  Noninterest expense                2,693,351          1,520,253          418,517          40,142       4,672,263
  Income taxes                         675,650            334,869           96,634         (54,600)      1,052,553
                                 -------------   ----------------   --------------   -------------   -------------
  Net income (loss)              $   1,417,246   $        742,213   $      235,599   $    (101,259)  $   2,293,799
                                 =============   ================   ==============   =============   =============
</TABLE>

                                       13
<PAGE>

ITEM  2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
      OF OPERATIONS

EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THE STATEMENTS MADE IN
THIS REPORT ON FORM 10-Q ARE FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES. THE WORDS "SHOULD", "EXPECT", "ANTICIPATE", "BELIEVE", "INTEND",
"MAY", "HOPE", "FORECAST" AND SIMILAR EXPRESSIONS MAY IDENTIFY FORWARD LOOKING
STATEMENTS. IN PARTICULAR, STATEMENTS THAT THE PERIODIC REVIEW OF OUR LOAN
PORTFOLIO KEEPS MANAGEMENT INFORMED OF POSSIBLE LOAN PROBLEMS AND THAT THE
ALLOWANCE FOR LOAN LOSSES ADEQUATELY COVERS ANY EXPOSURE ON SPECIFIC CREDITS ARE
ALL FORWARD-LOOKING STATEMENTS. OUR COMPANY'S ACTUAL RESULTS, FINANCIAL
CONDITION, OR BUSINESS COULD DIFFER MATERIALLY FROM ITS HISTORICAL RESULTS,
FINANCIAL CONDITION, OR BUSINESS, OR FROM THE RESULTS OF OPERATIONS, FINANCIAL
CONDITION, OR BUSINESS CONTEMPLATED BY SUCH FORWARD-LOOKING STATEMENTS. FACTORS
THAT MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY
THE FORWARD LOOKING STATEMENTS HEREIN INCLUDE MARKET CONDITIONS AS WELL AS
CONDITIONS SPECIFICALLY AFFECTING THE BANKING INDUSTRY GENERALLY AND FACTORS
HAVING A SPECIFIC IMPACT ON OUR COMPANY INCLUDING, BUT NOT LIMITED TO,
FLUCTUATIONS IN INTEREST RATES AND IN THE ECONOMY; THE IMPACT OF LAWS AND
REGULATIONS APPLICABLE TO OUR COMPANY AND CHANGES THEREIN; COMPETITIVE
CONDITIONS IN THE MARKETS IN WHICH OUR COMPANY CONDUCTS ITS OPERATIONS,
INCLUDING COMPETITION FROM BANKING AND NON-BANKING COMPANIES WITH SUBSTANTIALLY
GREATER RESOURCES THAN OUR COMPANY, SOME OF WHICH MAY OFFER AND DEVELOP PRODUCTS
AND SERVICES NOT OFFERED BY OUR COMPANY; AND THE ABILITY OF OUR COMPANY TO
RESPOND TO CHANGES IN TECHNOLOGY. ADDITIONAL FACTORS THAT COULD CAUSE OR
CONTRIBUTE TO SUCH DIFFERENCES WERE DISCUSSED UNDER THE CAPTION "FACTORS THAT
MAY AFFECT FUTURE RESULTS OF OPERATIONS, FINANCIAL CONDITION, OR BUSINESS," IN
OUR COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2004,
AS WELL AS THOSE DISCUSSED ELSEWHERE IN OUR COMPANY'S REPORTS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION.

                                       14
<PAGE>

OVERVIEW

      This overview of management's discussion and analysis highlights selected
information in this report 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 report. 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:

      BANK 10 TRANSACTION. On May 2, 2005, our Company announced that on that
date it had completed its acquisition of 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 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 purchased all of the outstanding
shares of Bank 10's common stock from Drexel Bancshares. The purchase price
payable to Drexel Bancshares for Bank 10 was cash aggregating approximately
$33,988,000. Approximately $23,000,000 of the purchase price was raised from the
issuance of trust preferred securities with the balance being paid from cash on
hand. The purchase price is subject to final adjustments within 30 days of
closing based upon Bank 10's final April 29, 2005 financial statements.

      At the date of closing Bank 10 had total assets of $173,902,000, loans of
$131,432,000, deposits of $144,847,000, and stockholders' equity of $13,999,000.

                                       15
<PAGE>

      The summary of the 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 completed a
$23,000,000 private placement in 30-year floating rate trust preferred
securities (TPS) on March 17, 2005. The interest rate on the TPS is fixed rate
at 6.30% for five years then converting to a floating rate. The floating rate
will be based on a specific margin above three-month LIBOR. 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 invested approximately $712,000 in
common interests in the trust and the purchaser in the private placement
purchased $23,000,000 in preferred interests. The proceeds were 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 is 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 private placement TPS were used by our Company to
facilitate the Bank 10 acquisition. The Placement Agreement, Indenture,
Fixed/Floating Rate Junior Subordinated Deferrable Interest Debenture, Guarantee
Agreement, and Subscription Agreement related to the private placement of the
TPS are filed as Exhibits 10.3 through 10.7 of this report. The summary of the
private placement of the TPS is not complete and is qualified in its entirety by
reference to those five documents filed as exhibits to this report, each of
which is incorporated herein by reference.

      MATERIAL CHALLENGES AND RISKS: Our Company may experience difficulties
managing growth and 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.

                                       16
<PAGE>

      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, and Warsaw, Missouri. The
products and services are offered to customers primarily within their respective
geographical areas. The business segment results which follow are consistent
with our Company's internal reporting system which is consistent, in all
material respects, with generally accepted accounting principles and practices
prevalent in the banking industry.

      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 refinancing.

      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 the consolidated financial statements in this
report in accordance with accounting principles generally accepted in the United
States of America (U.S. GAAP). In preparing the consolidated financial
statements in accordance with U.S. GAAP, our Company makes estimates and
assumptions that affect the reported amount of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenue and expenses during the
reporting period. There can be no assurances that actual results will not differ
from those estimates.

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

                                       17
<PAGE>

RESULTS OF OPERATIONS

      Net income for the three months ended March 31, 2005 of $2,238,000
decreased $56,000 when compared to the first quarter of 2004. Diluted earnings
per common share for the first quarter of 2005 of $0.53 decreased 1 cent or 1.8%
when compared to the first quarter of 2004.

      Net interest income (on a tax equivalent basis) was $7,270,000, or 3.34%
of average earning assets, for the three months ended March 31, 2005, compared
to $6,969,000, or 3.45% of average earning assets, for the same period in 2004.
The $301,000 increase in net interest income for the three months ended March
31, 2005 as compared to the same period in 2004 was the result of an increase in
average interest-earning assets partially offset by a decrease in net interest
margin.

      Average interest-earning assets for the three months ended March 31, 2005
were $881,682,000, an increase of $71,308,000 or 8.8%, compared to average
interest-earning assets of $810,374,000 for the same period of 2004. The
increase in average interest-earning assets is attributable to the issuance of
additional subordinated debentures and an increase in money market deposits
which provided additional funds for lending and investment activities.

      The yield on average interest-earning assets increased to 5.39% for the
three month period ended March 31, 2005 compared to 4.91% for the same period in
2004. However, the rate paid on interest-bearing liabilities also increased to
2.36% in 2005 compared to 1.70% in 2004.

THREE MONTHS ENDED MARCH 31, 2005 COMPARED TO THREE MONTHS ENDED MARCH 31, 2004

      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 $301,000 or 4.3% to $7,270,000 or 3.34% of
average earning assets for the first quarter of 2005 compared to $6,969,000 or
3.45% of average earning assets for the same period of 2004. The provision for
loan losses was $236,000 for the three months ended March 31, 2005 and 2004
respectively.

                                       18
<PAGE>

      Noninterest income and noninterest expense for the three-month periods
ended March 31, 2005 and 2004 were as follows:

(DOLLARS EXPRESSED IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                   THREE MONTHS ENDED
                                                                        MARCH 31,              INCREASE (DECREASE)
                                                                ------------------------    -------------------------
                                                                   2005          2004         AMOUNT           %
                                                                ----------    ----------    ----------     ----------
<S>                                                             <C>           <C>           <C>            <C>
NONINTEREST INCOME

Service charges on deposit accounts                             $      680    $      740    $      (60)          (8.1)%
Trust department income                                                182           211           (29)         (13.7)
Brokerage income                                                        40            21            19           90.5
Mortgage loan servicing fees, net                                      113           102            11           10.8
Gain on sale of mortgage loans                                         130           220           (90)         (40.9)
Credit card fees                                                        35            35             -              -
Other                                                                  151           118            33           28.0
                                                                ----------    ----------    ----------     ----------
                                                                $    1,331    $    1,447    $     (116)          (8.0)%
                                                                ==========    ==========    ==========     ==========

NONINTEREST EXPENSE

Salaries and employee benefits                                  $    2,886    $    2,781    $      105            3.8%
Occupancy expense                                                      290           265            25            9.4
Furniture and equipment expense                                        504           465            39            8.4
FDIC insurance assessment                                               25            28            (3)         (10.7)
Advertising and promotion                                              153            82            71           86.6
Postage, printing and supplies                                         164           175           (11)          (6.3)
Legal, examination, and professional fees                              251           165            86           52.1
Other                                                                  702           711            (9)          (1.3)
                                                                ----------    ----------    ----------     ----------
                                                                $    4,975    $    4,672    $      303            6.5%
                                                                ==========    ==========    ==========     ==========
</TABLE>

      Noninterest income decreased $116,000 or 8.0% to $1,331,000 for the first
quarter of 2005 compared to $1,447,000 for the same period of 2004. The $60,000
or 8.1% decrease in service charges on deposit accounts reflects a decrease in
the amount of insufficient check fees assessed by our banks. Trust department
income decreased $29,000 or 13.7% when compared to the same period in 2004 due
primarily to a decrease in the amount of trust distribution fees collected. The
$19,000 or 90.5% increase in brokerage income reflects higher sales volume
during the first quarter of 2005 compared to 2004. The $11,000 or 10.8% increase
in mortgage loan servicing fees reflects a larger portfolio of serviced loans in
2004. Gain on sales of mortgage loans decreased $90,000 or 40.9% due to a
decrease in volume of loans originated and sold to the secondary market from
approximately $13,032,000 in the first quarter of 2004 to approximately
$9,118,000 for the first quarter of 2005.

                                       19
<PAGE>

      Noninterest expense increased $303,000 or 6.5% to $4,975,000 for the first
quarter of 2005 compared to $4,672,000 for the first quarter of 2004. Salaries
and benefits increased $105,000 or 3.8%. The increase reflects normal salary
increases, additional hires and higher health insurance premiums. The $25,000,
or 9.4% increase in occupancy expense and the $39,000, or 8.4% increase in
furniture and equipment expense reflects additional costs associated with two
new branch facilities. These are currently operating out of temporary facilities
pending completion of permanent structures. Advertising and promotion expense
increased $71,000 or 86.6% and reflects advertising and promotion in new market
areas. Legal, examination, and professional fees increased $86,000 or 52.1%
which reflects higher audit costs associated with Sarbanes-Oxley compliance and
benefit consulting.

      Income taxes as a percentage of earnings before income taxes as reported
in the condensed consolidated financial statements were 30.2% for the first
quarter of 2005 compared to 31.5% for the first quarter of 2004.

NET INTEREST INCOME

      Fully taxable equivalent net interest income increased $301,000 or 4.3%
respectively for the three-month period ended March 31, 2005 compared to the
same period in 2004. The increase in net interest income for the periods ended
March 31, 2005 compared to the period ended March 31, 2004 was the result of
increased earning assets.

                                       20
<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 the three month periods
ended March 31, 2005 and 2004.

(DOLLARS EXPRESSED IN THOUSANDS)

<TABLE>
<CAPTION>

                                              THREE MONTHS ENDED                           THREE MONTHS ENDED
                                                MARCH 31, 2005                               MARCH 31, 2004
                                  ------------------------------------------  ------------------------------------------
                                    AVERAGE   INTEREST INCOME/  RATE EARNED/   AVERAGE   INTEREST INCOME/   RATE EARNED/
                                    BALANCE      EXPENSE/1/        PAID/1/     BALANCE      EXPENSE/1/         PAID/1/
                                  ----------  ----------------  ------------  ---------  ----------------   ------------
<S>                               <C>         <C>               <C>           <C>        <C>                <C>

ASSETS
Loans:/2/
  Commercial                      $  249,840     $   3,758          6.10%     $ 213,127     $   2,955          5.56%
  Real estate                        353,491         5,345          6.13        327,522         4,649          5.69
  Consumer                            36,773           665          7.33         40,038           739          7.40
Investment securities:/3/
  U.S Treasury and
    U.S. Gov't Agencies              158,942         1,122          2.86        167,640         1,017          2.43
  State and municipal                 34,048           493          5.87         28,959           464          6.43
  Other                                5,668            58          4.15          4,191            30          2.87
Federal funds sold                    39,929           253          2.57         25,857            63          0.98
Interest-bearing deposits              2,991            16          2.17          3,040             6          0.79
                                  ----------     ---------                    ---------     ---------
  Total interest earning assets      881,682        11,710          5.39        810,374         9,923          4.91

All other assets                      78,763                                     74,796
Allowance for loan losses             (7,609)                                    (8,337)
                                  ----------                                  ---------
  Total assets                    $  952,836                                  $ 876,833
                                  ==========                                  =========
LIABILITIES AND
  STOCKHOLDERS' EQUITY
  NOW accounts                    $  125,645     $     356          1.15%     $ 120,152     $     171          0.57%
  Savings                             50,428            71          0.57         56,691            80          0.57
  Money market                       125,227           645          2.09         68,722           144          0.84
  Deposits of $100 and over           90,540           620          2.78         88,082           474          2.16
  Other time deposits                252,180         1,659          2.67        253,047         1,510          2.39
                                  ----------     ---------                    ---------     ---------
    Total time deposits              644,020         3,351          2.11        586,694         2,379          1.63
  Federal funds purchased and
    securities sold under
    agreements to repurchase          48,969           268          2.22         71,319           167          0.94
  Interest-bearing demand
    notes to US Treasury                 662             3          1.84            467             1          0.86
  Subordinated debentures             29,726           403          5.50          4,248            41          3.87
  Other borrowed money                39,432           415          4.27         32,676           366          4.49
                                  ----------     ---------                    ---------     ---------
    Total interest-bearing
      liabilities                    762,809         4,440          2.36        695,404         2,954          1.70
  Demand deposits                     92,280                                     86,198
  Other liabilities                    5,034                                      6,076
                                  ----------                                  ---------
    Total liabilities                860,123                                    787,678
  Stockholders' equity                92,713                                     89,155
  Total liabilities and
                                  ----------                                  ---------
    Stockholders' equity          $  952,836                                  $ 876,833
                                  ==========                                  =========
Net interest income                              $   7,270                                  $   6,969
                                                 =========                                  =========
Net interest margin/4/                                              3.34%                                      3.45%
                                                                ========                                    =======
</TABLE>

/1/   Interest income and yields are presented on a fully taxable equivalent
      basis using the Federal statutory income tax rate. Such adjustments were
      $182,000 in 2005 and $161,000 in 2004.

/2/   Non-accruing loans are included in the average amounts outstanding.

/3/   Average balances based on amortized cost.

/4/   Net interest income divided by average total interest earning assets.

                                       21
<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>
                                             THREE MONTHS ENDED MARCH 31, 2005
                                                       COMPARED TO
                                             THREE MONTHS ENDED MARCH 31, 2004
                                            ------------------------------------
                                                             CHANGE DUE TO
                                              TOTAL     ------------------------
                                             CHANGE      VOLUME /3/    RATE /4/
                                            ---------   -----------   ----------
<S>                                         <C>         <C>           <C>
INTEREST INCOME ON A FULLY
TAXABLE EQUIVALENT BASIS:
Loans:/1/
  Commercial                                $     803           538          265
  Real estate /2/                                 696           382          314
  Consumer                                        (74)          (59)         (15)
Investment securities:/3/
  U.S Treasury and
    U.S. Gov't Agencies                           105           (55)         160
  State and municipal /2/                          29            77          (48)
  Other                                            28            13           15
Federal funds sold                                190            48          142
Interest-bearing deposits                          10             -           10
                                            ---------   -----------   ----------

    Total interest income                       1,787           944          843

INTEREST EXPENSE:
  NOW accounts                              $     185             8          177
  Savings                                          (9)           (9)           -
  Money market                                    501           180          321
  Deposits of $100 and over                       146            13          133
Other time deposits                               149            (5)         154
  Federal funds purchased and
    securities sold under
    agreements to repurchase                      101           (65)         166
Interest-bearing demand notes
  of U.S. Treasury                                  2             -            2
Subordinated debentures                           362           340           22
Other borrowed money                               49            72          (23)
                                            ---------   -----------   ----------
    Total interest expense                      1,486           534          952
                                            ---------   -----------   ----------
Net interest income on a fully
  taxable equivalent basis                  $     301           410         (109)
                                            ---------   -----------   ----------
</TABLE>

/1/   Interest income and yields are presented on a fully taxable equivalent
      basis using the Federal statutory income tax rate. Such adjustments were
      $182,000 in 2005 and $161,000 in 2004.

/2/   Non-accruing loans are included in the average amounts outstanding.

/3/   Change in volume multiplied by yield/rate of prior period.

/4/   Change in yield/rate multiplied by volume of prior period.

                                       22
<PAGE>

LENDING AND CREDIT MANAGEMENT

      Interest earned on the loan portfolio is a primary source of interest
income for our Company. Net loans represented 64.9% of total assets as of March
31, 2005 compared to 68.1% as of December 31, 2004 and 63.8% as of March 31,
2004.

      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.

      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 March 31, 2005, our Company was
servicing approximately $214,569,000 of loans sold to the secondary market.

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

      The provision for loan losses is based on management's evaluation of the
loan portfolio in light of national and local economic conditions, changes in
the composition and volume of the loan portfolio, changes in the volume of past
due and nonaccrual loans, 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 allowance for loan losses was decreased by net loan charge-offs of
$2,000 for the first quarter of 2005 compared to $57,000 for the first quarter
of 2004. The allowance for loan losses was increased by a provision charged to
expense of $236,000 for the first quarter of 2005 and for the first quarter of
2004.

      The balance of the allowance for loan losses was $7,729,000 at March 31,
2005 compared to $7,496,000 at December 31, 2004 and $8,446,000 at March 31,
2004. The allowance for loan losses as a percent of outstanding loans was 1.21%
at March 31, 2005 compared to 1.18% at December 31, 2004 and 1.45% at March 31,
2004.

                                       23
<PAGE>

      Nonperforming loans, defined as loans on nonaccrual status, loans 90 days
or more past due and still accruing, and restructured loans totaled $5,793,000
or 0.90% of total loans at March 31, 2005 compared to $6,092,000 or 0.96% of
total loans at December 31, 2004. Detail of those balances plus other real
estate and repossessions is as follows:

(DOLLARS EXPRESSED IN THOUSANDS)

<TABLE>
<CAPTION>
                                                  MARCH 31, 2005                      DECEMBER 31, 2004
                                          ------------------------------        ---------------------------
                                                              % OF GROSS                         % OF GROSS
                                           BALANCE              LOANS            BALANCE           LOANS
                                          ----------          ----------        ----------       ----------
<S>                                       <C>                 <C>               <C>              <C>
Nonaccrual loans:
  Commercial                              $    4,601                0.72%       $    4,213             0.67%
  Real estate
    Construction                                   -                   -                 -                -
    Mortgage                                     883                0.14             1,246             0.20
  Consumer                                        16                   -                30                -
                                          ----------          ----------        ----------       ----------
                                               5,500                0.86             5,489             0.87
                                          ----------          ----------        ----------       ----------
Loans contractual past-due 90 days
  or more and still accruing:
  Commercial                                      16                   -                12                -
  Real estate
    Construction                                 257                0.04                 -                -
    Mortgage                                       -                   -               591             0.09
Consumer                                          20                   -                 -                -
                                          ----------          ----------        ----------       ----------
                                                 293                0.04               603             0.09
                                          ----------          ----------        ----------       ----------
Restructured loans                                 -                   -                 -                -
Total nonperforming loans                      5,793                0.90%            6,092             0.96%
                                                              ==========                         ==========
Other real estate                                391                                    30
Repossessions                                      -                                    42
                                          ----------                            ----------
Total nonperforming assets                $    6,184                            $    6,164
                                          ==========                            ==========
</TABLE>

      The allowance for loan losses was 133.42% of nonperforming loans at March
31, 2005 compared to 123.05% of nonperforming loans at December 31, 2004. There
has been no material change in the overall level of nonperforming assets since
the prior year-end.

      It is our Company's policy to discontinue the accrual of interest income
on loans when the full collection of interest or principal is in doubt, or when
the payment of interest or principal has become contractually 90 days past due
unless the obligation is both well secured and in the process of collection. 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. Interest on loans on nonaccrual status at March 31, 2005 and
2004, which would have been recorded under the original terms of those loans,
was approximately $267,000 and $155,000 for the three months ended March 31,
2005 and 2004, respectively. Approximately $3,000 and $40,000 was actually
recorded as interest income on such loans for the three months ended March 31,
2005 and 2004, respectively.

                                       24
<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
included in the table above, which were considered impaired, management has
identified additional loans totaling approximately $ 16,000 and $12,000 at March
31, 2005 and December 31, 2004, respectively, which are not included in the
nonaccrual table above but are considered by management to be impaired. The
$16,000 of loans identified by management as being impaired reflected one
commercial loan. The average balance of nonaccrual and other impaired loans for
the first three months of 2005 was approximately $6,059,000. At March 31, 2005
the portion of the allowance for loan losses allocated to specific impaired
loans was $1,203,000 compared to $1,681,000 at December 31, 2004. The balance of
impaired loans with specific loan loss allocations was approximately $5,516,000
at March 31, 2005 compared to $5,501,000 at December 31, 2004.

      As of March 31, 2005 and December 31, 2004 approximately $11,736,000 and
$12,879,000 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 increase in loans having more than normal
risk, is primarily represented by two large commercial real estate credits.
These two credits had documentation exceptions causing them to be classified by
regulatory authorities as special mention. However, the loans are well secured
and performing in accordance with the terms of the loan agreement. 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 portfolio. Loans may
be added to this list for reasons that 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 the 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.

                                       25
<PAGE>

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 March 31, 2005, management allocated $6,801,000 of the $7,729,000 total
allowance for loan losses to specific loans and loan categories and $928,000 was
unallocated. Considering the size of several of our Company's lending
relationships and the loan portfolio in total, management believes that the
March 31, 2005 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. 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.

FINANCIAL CONDITION

      Total assets increased $52,714,000 or 5.7% to $976,588,000 at March 31,
2005 compared to $923,874,000 at December 31, 2004. Total liabilities increased
$52,277,000 or 6.3% to $884,381,000. Stockholders' equity increased $435,000 or
0.5% to $92,206,000. The increase in both total assets and total liabilities is
primarily the result of our Company's issuance of additional subordinated
debentures as well as an increase in public funds deposits. The proceeds of the
subordinated debentures were invested in short-term investments securities until
needed to complete the Bank 10 purchase. A discussion of the Bank 10 transaction
may be found in the section of this report titled "Overview - Recent Events -
Bank 10 Transaction."

      Loans increased $4,665,000 to $641,302,000 at March 31, 2005 compared to
$636,636,000 at December 31, 2004. Commercial loans increased $893,000; real
estate construction loans increased $10,707,000; real estate mortgage loans
decreased $5,836,000; and consumer loans decreased $1,099,000. The increase in
commercial loans and real estate construction loans represents continued strong
loan demand, especially in the Jefferson City market. The decrease in real
estate mortgage loans is reflective of slightly higher morgtage rates in the
market. The decrease in consumer loans is primarily represented by the payoff of
one relatively large consumer credit.

      Investment in debt and equity securities classified as available-for-sale
increased $52,075,000 or 30.3% to $223,793,000 at March 31, 2005 compared to
$171,718,000 at December 31, 2004. Investments classified as available-for-sale
are carried at fair value. During 2005 the market valuation account decreased
$1,634,000 to $1,028,000 to reflect the fair value of available-for-sale
investments at March 31, 2005 and the net after tax decrease resulting from the
change in the market valuation adjustment of $1,066,000 decreased the
stockholders' equity component to ($673,000) at March 31, 2005. The increase in
investments in debt and equity securities is primarily the result of investing
excess proceeds from the first quarter 2005 issuance of subordinated debentures
and the purchase of securities to cover additional pledging requirements as a
result of the increase in public funds deposits.

                                       26
<PAGE>

      At December 31, 2004 the market valuation account for the
available-for-sale investments of $605,000 increased the amortized cost of those
investments to their fair value on that date and the net after tax increase
resulting from the market valuation adjustment of $394,000 was reflected as a
separate positive component of stockholders' equity.

      Cash and cash equivalents, which consist of cash and due from banks and
Federal funds sold, decreased $6,350,000 or 3.2% to $59,358,000 at March 31,
2005 compared to $65,708,000 at December 31, 2004. Further discussion of this
decrease may be found in the section of this report titled "Sources and Uses of
Funds".

      Premises and equipment increased $1,008,000 or 4.7% to $22,284,000 at
March 31, 2005 compared to $21,276,000 at December 31, 2004. The increase
reflects purchases of premises and equipment of $1,405,000 offset by
depreciation expense of $397,000. The purchase of premises and equipment
primarily reflects construction costs and equipment purchases for two additional
branches.

      Total deposits increased $11,279,000 or 1.6% to $737,929,000 at March 31,
2005 compared to $726,649,000 at December 31, 2005.

      Federal funds purchased and securities sold under agreements to repurchase
increased $16,773,000 or 48.6% to $51,288,000 at March 31, 2005 compared to
$34,515,000 at December 31, 2004. This is due primarily to an increase in public
fund deposits.

      Subordinated notes increased $23,712,000 at March 31, 2005 compared to
$25,774,000 at December 31, 2004. Our Company issued $23,712,000 of subordinated
notes in March 2005. The proceeds were used to pay for the acquisition of Bank
10.

      Other borrowed money decreased $271,000 or 0.7% to $39,254,000 at March
31, 2005 compared to $39,525,000 at December 31, 2004 and reflects regular
amortizing payments due or Federal Home Loan Bank advances.

      The increase in stockholders' equity reflects net income of $2,238,000
less dividends declared of $751,000 and ($1,067,000) change in unrealized
holding losses, net of taxes, on investment in debt and equity securities
available-for-sale.

      No material changes in our Company's liquidity or capital resources have
occurred since December 31, 2004.

                                       27
<PAGE>

INTANGIBLE ASSETS

      The gross carrying amount and accumulated amortization of our Company's
amortized intangible assets as of March 31, 2005 and December 31, 2004 are as
follows:

<TABLE>
<CAPTION>
                                               MARCH 31, 2005                            DECEMBER 31, 2004
                                ------------------------------------------  ------------------------------------------
                                   Gross Carrying          Accumulated         Gross Carrying          Accumulated
                                       Amount              Amortization            Amount              Amortization
                                ---------------------   ------------------  --------------------    ------------------
<S>                             <C>                     <C>                 <C>                     <C>
Amortized intangible asset:
  Core deposit intangible          $     2,265,000           (1,520,646)           2,265,000            (1,466,868)
                                   ===============           ==========            =========            ==========
</TABLE>

      The aggregate amortization expense of intangible assets subject to
amortization for the three month periods ended March 31, 2005 and 2004 is as
follows:

<TABLE>
<CAPTION>
                                            THREE MONTHS ENDED
                                                  MARCH 31,
                                         ---------------------------
                                            2005              2004
                                         ----------        ----------
<S>                                      <C>               <C>
Aggregate amortization expense           $   53,778          91,278
                                         ==========        ========
</TABLE>

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

<TABLE>
<S>                                         <C>
Estimated amortization expense:
         For year ending 2005               $ 215,112
         For year ending 2006                 215,112
         For year ending 2007                 201,852
         For year ending 2008                  66,432
         For year ending 2009                  66,432
</TABLE>

                                       28
<PAGE>

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

<TABLE>
<CAPTION>
                                                     MARCH 31,
                                         -------------------------------
                                             2005               2004
                                         -------------       -----------
<S>                                      <C>                 <C>
Balance, beginning of period             $   1,605,930         1,591,289
Originated mortgage servicing rights            83,551           126,042
Amortization                                  (101,189)         (107,341)
                                         -------------       -----------
Balance, end of period                   $   1,588,292         1,609,990
                                         -------------       -----------

Mortgage loans serviced                  $ 215,881,000       211,748,000
                                         =============       ===========

Mortgage servicing rights as a
  percentage of loans serviced                    0.74%             0.76%
                                         =============       ===========
</TABLE>

      The estimated amortization expense of mortgage servicing rights for the
next five years is as follows:

<TABLE>
<S>                                      <C>
Estimated amortization expense:
         For year ending 2005            $  404,000
         For year ending 2006               404,000
         For year ending 2007               404,000
         For year ending 2008               334,000
         For year ending 2009                42,000
</TABLE>

      Our Company's goodwill associated with the purchase of subsidiaries by
reporting segments for the periods ended March 31, 2005 and December 31, 2004 is
summarized as follows:

<TABLE>
<CAPTION>
                                                         CITIZENS UNION
                                    THE EXCHANGE           STATE BANK
                                  NATIONAL BANK OF        AND TRUST OF         OSAGE VALLEY
                                   JEFFERSON CITY           CLINTON           BANK OF WARSAW         TOTAL
                                  ----------------       --------------       --------------       ----------
<S>                               <C>                    <C>                  <C>                  <C>
Goodwill associated with the
   purchase of subsidiaries        $   4,382,098           16,701,762           4,112,876          25,196,736
                                   =============           ==========           =========          ==========
</TABLE>

                                       29
<PAGE>

DEFINED BENEFIT RETIREMENT PLAN

      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. Disclosure information is
based on a measurement date of November 1 for the corresponding year.

      The following table represents the components of the net periodic pension
costs for the three-month periods ended March 31, 2005 and 2004:

<TABLE>
<CAPTION>
                                                            ESTIMATED             ACTUAL
                                                               2005                2004
                                                            ---------           ----------
<S>                                                         <C>                 <C>
Service cost - benefits earned during the year              $ 308,105           $  292,059
Interest cost on projected benefit obligations                245,214              242,384
Expected return on plan assets                               (369,604)            (374,586)
Net amortization and deferral                                 (26,632)             (35,512)
Recognized net gains                                                -               (6,695)
                                                            ---------           ----------
Net periodic pension cost - annual                          $ 157,083           $  117,650
                                                            =========           ==========

Net periodic pension cost - three months
  ended March 31 (actual)                                   $  39,271           $   29,413
                                                            =========           ==========
</TABLE>

      Our Company does not expect to make any contribution to the plan during
2005.

                                       30
<PAGE>

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.

      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 March 31,
2005, the amounts of available credit from the FHLB totaled $98,053,000. As of
March 31, 2005, the Banks had $39,254,000 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 a $20,000,000
line of credit with a correspondent bank. This line of credit had no balance in
use as of March 31, 2005.

SOURCES AND USES OF FUNDS

      For the three months ended March 31, 2005 and 2004, net cash provided by
operating activities was $3,433,000 and $3,563,000, respectively.

      Net cash used in investing activities was $60,335,000 in 2005 versus
$28,999,000 in 2004. In 2005 our Company's investment portfolio increased by
approximately $52,076,000 compared to a $28,070,000 increase for the same period
in 2004. This increase primarily reflects the investment of proceeds from the
issuance of subordinated debentures and the purchase of securities to satisfy
pledging requirements of increased public fund deposits. In 2004 our Company's
loan portfolio decreased approximately $19,000 compared to a $5,053,000 increase
for the same period in 2005. Our Company has also purchased premises and
equipment of approximately $1,405,000 in 2005 compared to $1,086,000 for the
same period of 2004. These

                                       31
<PAGE>

purchases primarily represent land, construction costs and equipment acquisition
for additional branch locations.

      Net cash provided by financing activities was $50,551,000 in 2005 versus
$22,572,000 in 2004. Increases in deposits accounted for approximately
$11,279,000 of the cash provided by financing activities in 2005 and
approximately $14,733,000 in 2004. An additional $23,712,000 of cash was
provided by the issuance of subordinated debentures and an increase in
securities sold under agreements to repurchase of $16,776,000 in 2005. The
proceeds from the issuance of these subordinated debentures were used to finance
the purchase of Bank 10. During the same period of 2004 our Company issued
$25,774,000 of subordinated debentures and used those proceeds to reduce other
borrowed money by $17,951,000.

IMPACT OF NEW ACCOUNTING PRONOUNCEMENTS

      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 was effective for our Company on January 1, 2005. The effective date
has been deferred indefinitely for certain other types of manditorily 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.

      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.

                                       32
<PAGE>

      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. Management is in the process of determining the impact of SOP
03-3 on our Company's financial statements as a result of the Bank 10
acquisition.

      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 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 annual reporting period that begins after June 15, 2005 and will be
effective for our Company as of January 1, 2006. See the note to consolidated
financial statements titled Earnings per Share for the pro forma net

                                       33
<PAGE>

income and net income per share amounts for the quarters ended March 31, 2005
and 2004 as if we had used a fair value based method similar to the methods
required under SFAS 123R to measure compensation expense for employee stock
incentive awards.

ITEM 3. 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 March 31, 2005, the rate shock
scenario models indicated that annual net interest income could decrease or
increase by as much as 13.1% should interest rates rise or fall, respectively,
within 200 basis points from their current level over a one year period compared
to a like amount at December 31, 2004. 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.

ITEM 4. 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 March 31, 2005. Based upon and as of
the date of that evaluation, our principal executive and principal financial
officers 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.

      There has been no change in our Company's internal control over financial
reporting that occurred during the fiscal quarter ended March 31, 2005 that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.

                                       34
<PAGE>

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                               None

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds     None

Item 3.  Defaults Upon Senior Securities                                 None

Item 4.  Submission of Matters to a Vote of Security Holders             None

Item 5.  Other Information

            On March 9, 2005, our Company entered into change of control
      agreements with two executive officers: our Treasurer, Richard G. Rose,
      and our Senior Vice President and Secretary, Kathleen L. Bruegenhemke.
      These agreements provide that if, within two years after a change in
      control (as defined below), our Company or any subsidiary that is the
      primary employer of the executive terminates the executive's employment
      other than by reason of the executive's death, disability or for cause (as
      defined) or if the executive terminates his or her employment for good
      reason (as defined), the executive will be entitled to receive:

      -     an amount equal to two years' of the executive's salary (based on
            the executive's highest monthly base salary for the preceding
            twelve-month period);

      -     an amount equal to two times the executive's incentive bonus for the
            preceding year;

      -     the proportionate amount of any incentive bonus and other
            compensation, payments and benefits which would otherwise have been
            received by the executive for the year in which employment was
            terminated; and

      -     any accrued and unpaid vacation pay.

            The total payments made under the change of control agreements and
      under any other agreements, plans or arrangements as a result of a change
      in control is not permitted to be in excess of 5% of the aggregate cash
      consideration that our shareholders would receive as a result of a change
      of control. Our Company will reimburse the executive for any excise taxes
      that result from any of such payments being considered "excess parachute
      payments" under Section 280G of the Internal Revenue Code of 1986, and
      will make a gross-up payment to reimburse the executive for any income or
      other tax attributable to the excess parachute payment and to the tax
      reimbursement payments themselves. The change of control agreements
      require the executives to maintain the confidentiality of our confidential
      information prior to its disclosure by our Company.

            A "change in control" generally is defined to take place when (a) a
      person or group (other than our Company and various affiliated persons or
      entities) becomes the beneficial owner, directly or indirectly, of 50% or
      more of the total voting power of our Company's outstanding securities,
      (b) our shareholders approve a merger or consolidation involving our
      Company in which at least 50% of the total voting power of the voting

                                       35
<PAGE>

      securities of the surviving corporation is held by persons who were not
      previously shareholders of our Company, or (c) our shareholders approve a
      plan of complete liquidation of our Company or an agreement for the sale
      or disposition by our Company of all or substantially all of its assets.

            Our Company previously entered into change of control agreements
      with our Chairman and Chief Executive Officer, James E. Smith, and our
      President, David T. Turner. These agreements are similar to those
      described above except that (a) instead of being entitled to receive an
      amount equal to two years' of the executive's salary, Messrs. Smith and
      Turner would be entitled to receive an amount equal to three years' of the
      executive's salary, and (b) instead of being entitled to receive an amount
      equal to two times the executive's incentive bonus, Messrs. Smith and
      Turner would be entitled to receive an amount equal to three times the
      executive's incentive bonus.

Item 6. Exhibits

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

3.2               Bylaws of our Company (filed as Exhibit 3.2 to our Company's
                  Annual Report on Form 10-K for the fiscal year ended December
                  31, 2002 (Commission file number 0-23636) and incorporated
                  herein by reference).

4                 Specimen certificate representing shares of our Company's
                  $1.00 par value common stock (filed as Exhibit 4 to our
                  Company's Annual Report on Form 10-K for the fiscal year ended
                  December 31, 1999 (Commission file number 0-23636) and
                  incorporated herein by reference).

10.1              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 as Exhibit 2.1 to our Company's
                  Current Report on Form 8-K dated February 28, 2005 and
                  incorporated herein by reference).
</TABLE>

                                       36
<PAGE>

<TABLE>
<S>               <C>
10.1.1            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 as Exhibit
                  2.1.1 to our Company's Current Report on Form 8-K dated
                  February 28, 2005 and incorporated herein by reference).

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

10.3              Placement Agreement, dated March 9, 2005, among Exchange
                  National Bancshares, Inc., Exchange National Statutory Trust
                  II, FTN Financial Capital Markets and Keefe, Bruyette & Woods,
                  Inc.

10.4              Indenture, dated as of March 17, 2005, between Exchange
                  National Bancshares, Inc., and Wilmington Trust Company.

10.5              Fixed/Floating Rate Junior Subordinated Deferrable Interest
                  Debenture of Exchange National Bancshares, Inc., dated March
                  17, 2005.

10.6              Guarantee Agreement, dated as of March 17, 2005, by Exchange
                  National Bancshares, Inc. and Wilmington Trust Company for the
                  benefit of certain registered of the undivided beneficial
                  interests of Exchange National Statutory Trust II having and
                  aggregate liquidation amount of $23,000,000.

10.7              Subscription Agreement, dated March 17, 2005, among Exchange
                  National Statutory Trust II, Exchange National Bancshares,
                  Inc., and Preferred Term Securities XVII, Ltd.

31.1              Certificate of the Chief Executive Officer of our Company
                  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2              Certificate of the Chief Financial Officer of our Company
                  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1              Certificate of the Chief Executive Officer of our Company
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2              Certificate of the Chief Financial Officer of our Company
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
</TABLE>

- ----------

* Management contracts or compensatory plans or arrangements.

                                       37
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements 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.

       Date                      /s/ James E. Smith
   ------------                  --------------------------------------
   May 10, 2005                  James E. Smith, Chairman of the Board
                                 and Chief Executive Officer (Principal
                                 Executive Officer)

                                 /s/ Richard G. Rose
                                 -----------------------------------------------
   May 10, 2005                  Richard G. Rose, Treasurer (Principal Financial
                                 Officer and Principal Accounting Officer)

                                       38
<PAGE>

                       EXCHANGE NATIONAL BANCSHARES, INC.

                                INDEX TO EXHIBITS

                            March 31, 2005 Form 10-Q

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

3.2               Bylaws of our Company (filed as Exhibit 3.2 to our Company's         **
                  Annual Report on Form 10-K for the fiscal year ended December
                  31, 2002 (Commission file number 0-23636) and incorporated
                  herein by reference).

4                 Specimen certificate representing shares of our Company's            **
                  $1.00 par value common stock (filed as Exhibit 4 to our
                  Company's Annual Report on Form 10-K for the fiscal year ended
                  December 31, 1999 (Commission file number 0-23636) and
                  incorporated herein by reference).

10.1              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 as Exhibit 2.1 to our Company's
                  Current Report on Form 8-K dated February 28, 2005 and
                  incorporated herein by reference).

10.1.1            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 as Exhibit
                  2.1.1 to our Company's Current Report on Form 8-K dated
                  February 28, 2005 and incorporated herein by reference).

10.2              Form of Change of Control Agreement and schedule of parties          41
                  thereto.*
</TABLE>

                                       39
<PAGE>

<TABLE>
<S>               <C>                                                                 <C>
10.3              Placement Agreement, dated March 9, 2005, among Exchange             51
                  National Bancshares, Inc., Exchange National Statutory Trust
                  II, FTN Financial Capital Markets and Keefe, Bruyette & Woods,
                  Inc.

10.4              Indenture, dated as of March 17, 2005, between Exchange              93
                  National Bancshares, Inc., and Wilmington Trust Company.

10.5              Fixed/Floating Rate Junior Subordinated Deferrable Interest         156
                  Debenture of Exchange National Bancshares, Inc., dated March
                  17, 2005.

10.6              Guarantee Agreement, dated as of March 17, 2005, by Exchange        165
                  National Bancshares, Inc. and Wilmington Trust Company for the
                  benefit of certain registered of the undivided beneficial
                  interests of Exchange National Statutory Trust II having and
                  aggregate liquidation amount of $23,000,000.

10.7              Subscription Agreement, dated March 17, 2005, among Exchange        182
                  National Statutory Trust II, Exchange National Bancshares,
                  Inc., and Preferred Term Securities XVII, Ltd.

31.1              Certificate of the Chief Executive Officer of our Company           187
                  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2              Certificate of the Chief Financial Officer of our Company           189
                  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1              Certificate of the Chief Executive Officer of our Company           190
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2              Certificate of the Chief Financial Officer of our Company           191
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
</TABLE>

- ----------

* Management contracts or compensatory plans or arrangements.

** Incorporated by reference.

                                       40
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>2
<FILENAME>c94951exv10w2.txt
<DESCRIPTION>FORM OF CHANGE OF CONTROL AGREEMENT
<TEXT>
<PAGE>

                                                                    Exhibit 10.2

                                    AGREEMENT

      THIS AGREEMENT is entered into this ____ day of _____________, 2005,
between Exchange National Bancshares, Inc., a Missouri corporation (the
"Company"), and __________________________ ("Employee").

                                   WITNESSETH:

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

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

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

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

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

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

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

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

                                       41
<PAGE>

      voting securities of the Company or such surviving entity outstanding
      immediately after such merger or consolidation; or

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

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

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

      (e) Disability. The "Disability" of Employee shall mean the inability of
Employee to perform Employee's duties hereunder by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or which has lasted or can be expected to last for a continuous period of
not less than six months, as determined in writing by a qualified independent
physician mutually acceptable to Employee and the Company, which agreement as to
acceptability shall not be reasonably withheld.

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

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

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

                                       42
<PAGE>

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

            (iii) Any reduction in benefits received by Employee under Company
      Plans (as defined below) to less than the most favorable benefits provided
      to Employee by the Company or the Bank, as applicable, under Company Plans
      at any time during the 90-day period immediately preceding the Effective
      Date; excluding for this purpose any isolated, insubstantial and
      inadvertent action not occurring in bad faith and which is remedied by the
      Company or the Bank promptly after receipt of notice thereof given by
      Employee to the Company. "Company Plans" means (1) all incentive, savings
      and retirement plans, practices, policies and programs, (2) all welfare
      benefit plans, practices, policies and programs (including medical,
      prescription, dental, disability, salary continuance, employee life, group
      life, accidental death and travel accident insurance plans and programs),
      (3) expense reimbursement for all reasonable employment expenses incurred
      by Employee, (4) the provision of fringe benefits, (5) the provision of an
      office or offices of a certain size and with furnishings and other
      appointments, and personal secretarial and other assistance and (6) the
      provision of paid vacation time;

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

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

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

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

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

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

                                       43
<PAGE>

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

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

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

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

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

            (i) the Company shall pay to Employee cash in an amount equal to the
      aggregate of the following amounts, which payment shall be made in a lump
      sum or in 12 consecutive monthly installments, as determined by the
      Company, commencing within five days after the Date of Termination: (A) an
      amount equal to 24 times the highest monthly base salary paid or payable
      to Employee by the Company and, if applicable, by the Bank in respect of
      the twelve-month period immediately preceding the month in which the
      Notice of Termination is given, (B) an amount equal to two times the
      amount of any incentive bonus paid or payable to Employee by the Company
      and, if applicable, by the Bank in respect of the year immediately
      preceding the year in which the Notice of Termination is given, (C) the
      proportionate amount of any incentive bonus and other compensation,
      payments and benefits which would otherwise have been received by Employee
      with respect to the year in which the Notice of Termination is given if
      Employee were employed on the last day of such year, and (D) any accrued
      vacation pay, to the extent not theretofore paid; and

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

      (b) Termination for Cause; Termination Other than for Good Reason If
Employee's employment shall be terminated for Cause during the Post-Effective
Period or if Employee terminates employment during the Post-Effective Period
other than for Good Reason, this Agreement shall terminate without further
obligation of the Company or the Bank, as applicable, to Employee other than (i)
the obligation to pay to Employee base salary through the Date of Termination,
any incentive bonus and other compensation, payments and benefits for the most
recently completed fiscal year and any accrued vacation pay, to the extent
theretofore unpaid, which amounts shall be paid to Employee in a lump sum in
cash within 30 days of the Date of Termination, and (ii) the obligation to pay
to Employee all amounts or benefits to which Employee is entitled for the period
prior to the Date of Termination under any plan, program, policy, practice,
contract or agreement of the Company and, if applicable, of the Bank (excluding
amounts otherwise required to be paid under this Section 3(b)), at the time such
amounts or benefits are due.

                                       44
<PAGE>

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

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

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

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

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

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

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

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

                                       45
<PAGE>

      same proportion that the aggregate payments or benefits to be made or
      afforded to Employee under this Agreement (after the application of
      Section 3(f)(i) but prior to the application of this Section 3(f)(ii))
      would bear to the aggregate payments or benefits to be made or afforded to
      Employee and all such directors, officers or employees (after the
      application of Section 3(f)(i) but prior to the application of this
      Section 3(f)(ii)).

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

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

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

      4. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or
limit Employee's continuing or future participation in any plan, program, policy
or practice provided by the Company or any of its subsidiaries and for which
Employee may qualify, nor shall anything herein limit or otherwise affect such
rights as Employee may have under any contract or agreement with the Company or
any of its subsidiaries. Amounts which are vested benefits or which Employee is
otherwise entitled to receive at or subsequent to the Date of Termination under
any plan, policy, practice or program of or any contract or agreement with the
Company or any of its subsidiaries shall be payable in accordance with such
plan, policy, practice or program or contract or agreement, except as explicitly
modified by this Agreement.

      5. Full Settlement; Resolution of Disputes.

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

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

                                       46
<PAGE>

Company shall advance to Employee all legal fees and expenses which Employee may
reasonably incur as a result of any such action, if Employee undertakes to repay
such fees and expenses in the event that there is a final, nonappealable
judgment by a court of competent jurisdiction declaring that such termination
was for Cause or that Good Reason did not exist for termination of employment by
Employee, and (E) if a court of competent jurisdiction renders a final,
nonappealable judgment declaring that such termination was not for Cause or that
Good Reason did exist for such termination by Employee, then Employee shall
receive all payments and benefits contemplated by this Agreement, plus interest
on any delayed payment or benefit at one hundred twenty percent (120%) of the
Applicable Federal Rate.

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

      7. Successors.

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

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

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

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

      9. Miscellaneous.

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

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

                                       47
<PAGE>

          If to the Company:                         If to the Employee:

          Exchange National Bancshares, Inc.         ____________________
          132 E. High Street                         ____________________
          Jefferson City, MO  65101                  ____________________
          Attention:  Secretary                      ____________________

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

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

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

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

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

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

                                       48
<PAGE>

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

                                            Company:

                                            EXCHANGE NATIONAL
                                            BANCSHARES, INC.

                                            By: _____________________________
                                                Name:
                                                Title:

                                            Employee:

                                            _________________________________
                                            Name:

                                       49
<PAGE>

             Schedule of Parties to the Foregoing Form of Agreement

The following individuals each has entered into an agreement in the form of the
immediately preceding agreement form.

  Name

  Richard G. Rose
  Kathleen L. Bruegenhemke

                                       50
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>3
<FILENAME>c94951exv10w3.txt
<DESCRIPTION>PLACEMENT AGREEMENT
<TEXT>
<PAGE>
                                                                    Exhibit 10.3

                       EXCHANGE NATIONAL BANCSHARES, INC.

                            23,000 CAPITAL SECURITIES

                     FIXED/FLOATING RATE CAPITAL SECURITIES
               (LIQUIDATION AMOUNT $1,000.00 PER CAPITAL SECURITY)

                               PLACEMENT AGREEMENT

                                   ----------

                                                                   March 9, 2005

FTN Financial Capital Markets
845 Crossover Lane, Suite 150
Memphis, Tennessee 38117

Keefe, Bruyette & Woods, Inc.
787 7th Avenue
4th Floor
New York, New York 10019

Ladies and Gentlemen:

     Exchange National Bancshares, Inc., a Missouri corporation (the "Company"),
and its financing subsidiary, Exchange National Statutory Trust II, a Delaware
statutory trust (the "Trust," and hereinafter together with the Company, the
"Offerors"), hereby confirm their agreement (this "Agreement") with you as
placement agents (the "Placement Agents"), as follows:

SECTION 1. ISSUANCE AND SALE OF SECURITIES.

     1.1. INTRODUCTION. The Offerors propose to issue and sell at the Closing
(as defined in Section 2.3.1 hereof) 23,000 of the Trust's Fixed/Floating Rate
Capital Securities, with a liquidation amount of $1,000.00 per capital security
(the "Capital Securities"), to Preferred Term Securities XVII, Ltd., a company
with limited liability established under the laws of the Cayman Islands (the
"Purchaser") pursuant to the terms of a Subscription Agreement entered into, or
to be entered into on or prior to the Closing Date (as defined in Section 2.3.1
hereof), between the Offerors and the Purchaser (the "Subscription Agreement"),
the form of which is attached hereto as Exhibit A and incorporated herein by
this reference.

     1.2. OPERATIVE AGREEMENTS. The Capital Securities shall be fully and
unconditionally guaranteed on a subordinated basis by the Company with respect
to distributions and amounts payable upon liquidation, redemption or repayment
(the "Guarantee") pursuant and subject to the Guarantee Agreement (the
"Guarantee Agreement"), to be dated as of the Closing Date and executed and
delivered by the Company and Wilmington Trust Company ("WTC"), as trustee (the
"Guarantee Trustee"), for the benefit from time to time of the holders of the
Capital Securities. The entire proceeds from the sale by the Trust to the
holders of the Capital Securities shall be combined with the entire proceeds
from the sale by
<PAGE>
the Trust to the Company of its common securities (the "Common Securities"), and
shall be used by the Trust to purchase $23,712,000.00 in principal amount of the
Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures (the
"Debentures") of the Company. The Capital Securities and the Common Securities
for the Trust shall be issued pursuant to an Amended and Restated Declaration of
Trust among WTC, as Delaware trustee (the "Delaware Trustee"), WTC, as
institutional trustee (the "Institutional Trustee"), the Administrators named
therein, and the Company, to be dated as of the Closing Date and in
substantially the form heretofore delivered to the Placement Agents (the "Trust
Agreement"). The Debentures shall be issued pursuant to an Indenture (the
"Indenture"), to be dated as of the Closing Date, between the Company and WTC,
as indenture trustee (the "Indenture Trustee"). The documents identified in this
Section 1.2 and in Section 1.1 are referred to herein as the "Operative
Documents."

     1.3. RIGHTS OF PURCHASER. The Capital Securities shall be offered and sold
by the Trust directly to the Purchaser without registration of any of the
Capital Securities, the Debentures or the Guarantee under the Securities Act of
1933, as amended (the "Securities Act"), or any other applicable securities laws
in reliance upon exemptions from the registration requirements of the Securities
Act and other applicable securities laws. The Offerors agree that this Agreement
shall be incorporated by reference into the Subscription Agreement and the
Purchaser shall be entitled to each of the benefits of the Placement Agents and
the Purchaser under this Agreement and shall be entitled to enforce obligations
of the Offerors under this Agreement as fully as if the Purchaser were a party
to this Agreement. The Offerors and the Placement Agents have entered into this
Agreement to set forth their understanding as to their relationship and their
respective rights, duties and obligations.

     1.4. LEGENDS. Upon original issuance thereof, and until such time as the
same is no longer required under the applicable requirements of the Securities
Act, the Capital Securities and Debentures certificates shall each contain a
legend as required pursuant to any of the Operative Documents.

SECTION 2. PURCHASE OF CAPITAL SECURITIES.

     2.1. EXCLUSIVE RIGHTS; PURCHASE PRICE. From the date hereof until the
Closing Date (which date may be extended by mutual agreement of the Offerors and
the Placement Agents), the Offerors hereby grant to the Placement Agents the
exclusive right to arrange for the sale of the Capital Securities to the
Purchaser at a purchase price of $1,000.00 per Capital Security.

     2.2. SUBSCRIPTION AGREEMENT. The Offerors hereby agree to evidence their
acceptance of the subscription by countersigning a copy of the Subscription
Agreement and returning the same to the Placement Agents.

     2.3. CLOSING AND DELIVERY OF PAYMENT.

          2.3.1. CLOSING; CLOSING DATE. The sale and purchase of the Capital
Securities by the Offerors to the Purchaser shall take place at a closing (the
"Closing") at the offices of Lewis, Rice & Fingersh, L.C., at 10:00 a.m. (St.
Louis time) on March 17, 2005, or such other business day as may be agreed upon
by the Offerors and the Placement Agents (the "Closing Date"); provided,
however, that in no event shall the Closing Date occur later than March 31, 2005
unless consented to by the Purchaser. Payment by the Purchaser shall be payable
in the manner set forth in the Subscription Agreement and shall be made prior to
or on the Closing Date.

          2.3.2. DELIVERY. The certificate for the Capital Securities shall be
in definitive form, registered in the name of the Purchaser, or the Purchaser's
designee, and in the aggregate amount of the Capital Securities purchased by the
Purchaser.


                                        2
<PAGE>
          2.3.3. TRANSFER AGENT. The Offerors shall deposit the certificate
representing the Capital Securities with the Institutional Trustee or other
appropriate party prior to the Closing Date.

     2.4. COSTS AND EXPENSES. Whether or not this Agreement is terminated or the
sale of the Capital Securities is consummated, the Company hereby covenants and
agrees that it shall pay or cause to be paid (directly or by reimbursement) all
reasonable costs and expenses incident to the performance of the obligations of
the Offerors under this Agreement, including all fees, expenses and
disbursements of counsel and accountants for the Offerors; all reasonable
expenses incurred by the Offerors incident to the preparation, execution and
delivery of the Trust Agreement, the Indenture, and the Guarantee; and all other
reasonable costs and expenses incident to the performance of the obligations of
the Company hereunder and under the Trust Agreement.

     2.5. FAILURE TO CLOSE. If any of the conditions to the Closing specified in
this Agreement shall not have been fulfilled to the satisfaction of the
Placement Agents or if the Closing shall not have occurred on or before 10:00
a.m. (St. Louis time) on March 31, 2005, then each party hereto, notwithstanding
anything to the contrary in this Agreement, shall be relieved of all further
obligations under this Agreement without thereby waiving any rights it may have
by reason of such nonfulfillment or failure; provided, however, that the
obligations of the parties under Sections 2.4, 7.5 and 9 shall not be so
relieved and shall continue in full force and effect.

SECTION 3. CLOSING CONDITIONS. The obligations of the Purchaser and the
Placement Agents on the Closing Date shall be subject to the accuracy, at and as
of the Closing Date, of the representations and warranties of the Offerors
contained in this Agreement, to the accuracy, at and as of the Closing Date, of
the statements of the Offerors made in any certificates pursuant to this
Agreement, to the performance by the Offerors of their respective obligations
under this Agreement, to compliance, at and as of the Closing Date, by the
Offerors with their respective agreements herein contained, and to the following
further conditions:

     3.1. OPINIONS OF COUNSEL. On the Closing Date, the Placement Agents shall
have received the following favorable opinions, each dated as of the Closing
Date: (a) from Stinson Morrison Hecker LLP, counsel for the Offerors and
addressed to the Purchaser, the Placement Agents and WTC in substantially the
form set forth on Exhibit B-1 attached hereto and incorporated herein by this
reference, (b) from Richards, Layton & Finger, P.A., special Delaware counsel to
the Offerors and addressed to the Purchaser, the Placement Agents and the
Offerors, in substantially the form set forth on Exhibit B-2 attached hereto and
incorporated herein by this reference and (c) from Lewis, Rice & Fingersh, L.C.,
special tax counsel to the Offerors, and addressed to the Placement Agents and
the Offerors, in substantially the form set forth on Exhibit B-3 attached hereto
and incorporated herein by this reference, subject to the receipt by Lewis, Rice
& Fingersh, L.C. of a representation letter from the Company in the form set
forth in Exhibit B-3 completed in a manner reasonably satisfactory to Lewis,
Rice & Fingersh, L.C. (collectively, the "Offerors' Counsel Opinions"). In
rendering the Offerors' Counsel Opinions, counsel to the Offerors may rely as to
factual matters upon certificates or other documents furnished by officers,
directors and trustees of the Offerors (copies of which shall be delivered to
the Placement Agents and the Purchaser) and by government officials, and upon
such other documents as counsel to the Offerors may, in their reasonable
opinion, deem appropriate as a basis for the Offerors' Counsel Opinions. Counsel
to the Offerors may specify the jurisdictions in which they are admitted to
practice and that they are not admitted to practice in any other jurisdiction
and are not experts in the law of any other jurisdiction. If the Offerors'
counsel is not admitted to practice in the State of New York, the opinion of
Offerors' counsel may assume, for purposes of the opinion, that the laws of the
State of New York are substantively identical, in all respects material to the
opinion, to the internal laws of the state in which such counsel is admitted to
practice. Such Offerors' Counsel Opinions shall not state that they are to be
governed or qualified by, or that they are otherwise subject to, any treatise,
written policy or other


                                       3
<PAGE>
document relating to legal opinions, including, without limitation, the Legal
Opinion Accord of the ABA Section of Business Law (1991).

     3.2. OFFICER'S CERTIFICATE. At the Closing Date, the Purchaser and the
Placement Agents shall have received certificates from an authorized officer of
the Company, dated as of the Closing Date, stating that (i) the representations
and warranties of the Offerors set forth in Section 5 hereof are true and
correct as of the Closing Date and that the Offerors have complied with all
agreements and satisfied all conditions on their part to be performed or
satisfied at or prior to the Closing Date, (ii) since the date of this Agreement
the Offerors have not incurred any liability or obligation, direct or
contingent, or entered into any material transactions, other than in the
ordinary course of business, which is material to the Offerors, and (iii)
covering such other matters as the Placement Agents may reasonably request.

     3.3. ADMINISTRATOR'S CERTIFICATE. At the Closing Date, the Purchaser and
the Placement Agents shall have received a certificate of one or more
Administrators of the Trust, dated as of the Closing Date, stating that the
representations and warranties of the Trust set forth in Section 5 are true and
correct as of the Closing Date and that the Trust has complied with all
agreements and satisfied all conditions on its part to be performed or satisfied
at or prior to the Closing Date.

     3.4. PURCHASE PERMITTED BY APPLICABLE LAWS; LEGAL INVESTMENT. The purchase
of and payment for the Capital Securities as described in this Agreement and
pursuant to the Subscription Agreement shall (a) not be prohibited by any
applicable law or governmental regulation, (b) not subject the Purchaser or the
Placement Agents to any penalty or, in the reasonable judgment of the Purchaser
and the Placement Agents, other onerous conditions under or pursuant to any
applicable law or governmental regulation, and (c) be permitted by the laws and
regulations of the jurisdictions to which the Purchaser and the Placement Agents
are subject.

     3.5. CONSENTS AND PERMITS. The Company and the Trust shall have received
all consents, permits and other authorizations, and made all such filings and
declarations, as may be required from any person or entity pursuant to any law,
statute, regulation or rule (federal, state, local and foreign), or pursuant to
any agreement, order or decree to which the Company or the Trust is a party or
to which either is subject, in connection with the transactions contemplated by
this Agreement.

     3.6. SALE OF PURCHASER SECURITIES. The Purchaser shall have sold securities
issued by the Purchaser in an amount such that the net proceeds of such sale
shall be (i) available on the Closing Date and (ii) in an amount sufficient to
purchase the Capital Securities and all other capital or similar securities
contemplated in agreements similar to this Agreement and the Subscription
Agreement.

     3.7. INFORMATION. Prior to or on the Closing Date, the Offerors shall have
furnished to the Placement Agents such further information, certificates,
opinions and documents addressed to the Purchaser and the Placement Agents,
which the Placement Agents may reasonably request, including, without
limitation, a complete set of the Operative Documents or any other documents or
certificates required by this Section 3; and all proceedings taken by the
Offerors in connection with the issuance, offer and sale of the Capital
Securities as herein contemplated shall be reasonably satisfactory in form and
substance to the Placement Agents.

     If any condition specified in this Section 3 shall not have been fulfilled
when and as required in this Agreement, or if any of the opinions or
certificates mentioned above or elsewhere in this Agreement shall not be
reasonably satisfactory in form and substance to the Placement Agents, this
Agreement may be terminated by the Placement Agents by notice to the Offerors at
any time at or prior to the Closing Date. Notice of such termination shall be
given to the Offerors in writing or by telephone or facsimile confirmed in
writing.


                                       4
<PAGE>
SECTION 4. CONDITIONS TO THE OFFERORS' OBLIGATIONS. The obligations of the
Offerors to sell the Capital Securities to the Purchaser and consummate the
transactions contemplated by this Agreement shall be subject to the accuracy, at
and as of the Closing Date, of the representations and warranties of the
Placement Agents contained in this Agreement and to the following further
conditions:

     4.1. EXECUTED AGREEMENT. The Offerors shall have received from the
Placement Agents an executed copy of this Agreement.

     4.2. FULFILLMENT OF OTHER OBLIGATIONS. The Placement Agents shall have
fulfilled all of their other obligations and duties required to be fulfilled
under this Agreement prior to or at the Closing.

SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE OFFERORS. Except as set forth
on the Disclosure Schedule (as defined in Section 11.1) attached hereto, if any,
the Offerors jointly and severally represent and warrant to the Placement Agents
and the Purchaser as of the date hereof and as of the Closing Date as follows:

     5.1. SECURITIES LAW MATTERS.

          (A) Neither the Company nor the Trust, nor any of their "Affiliates"
(as defined in Rule 501(b) of Regulation D under the Securities Act ("Regulation
D")), nor any person acting on any of their behalf has, directly or indirectly,
made offers or sales of any security, or solicited offers to buy any security,
under circumstances that would require the registration under the Securities Act
of any of the Capital Securities, the Guarantee or the Debentures (collectively,
the "Securities") or any other securities to be issued, or which may be issued,
by the Purchaser.

          (B) Neither the Company nor the Trust, nor any of their Affiliates,
nor any person acting on its or their behalf has (i) other than the Placement
Agents, offered for sale or solicited offers to purchase the Securities, (ii)
engaged or will engage, in any "directed selling efforts" within the meaning of
Regulation S under the Securities Act ("Regulation S") with respect to the
Securities, or (iii) engaged in any form of offering, general solicitation or
general advertising (within the meaning of Regulation D) in connection with any
offer or sale of any of the Securities.

          (C) The Securities satisfy the eligibility requirements of Rule
144A(d)(3) under the Securities Act.

          (D) Neither the Company nor the Trust is or, after giving effect to
the offering and sale of the Capital Securities and the consummation of the
transactions described in this Agreement, will be an "investment company" or an
entity "controlled" by an "investment company," in each case within the meaning
of Section 3(a) of the Investment Company Act of 1940, as amended (the
"Investment Company Act"), without regard to Section 3(c) of the Investment
Company Act.

          (E) Neither the Company nor the Trust has paid or agreed to pay to any
person or entity (other than the Placement Agents) any compensation for
soliciting another to purchase any of the Securities.

     5.2. ORGANIZATION, STANDING AND QUALIFICATION OF THE TRUST. The Trust has
been duly created and is validly existing in good standing as a statutory trust
under the Delaware Statutory Trust Act (the "Statutory Trust Act") with the
power and authority to own property and to conduct the business it transacts and
proposes to transact and to enter into and perform its obligations under the
Operative Documents. The Trust is duly qualified to transact business as a
foreign entity and is in good standing in each jurisdiction in which such
qualification is necessary, except where the failure to so qualify or be in good
standing would not have a material adverse effect on the Trust. The Trust is not
a party to or


                                        5
<PAGE>
otherwise bound by any agreement other than the Operative Documents. The Trust
is and will, under current law, be classified for federal income tax purposes as
a grantor trust and not as an association taxable as a corporation.

     5.3. TRUST AGREEMENT. The Trust Agreement has been duly authorized by the
Company and, on the Closing Date, will have been duly executed and delivered by
the Company and the Administrators of the Trust, and, assuming due
authorization, execution and delivery by the Delaware Trustee and the
Institutional Trustee, will be a valid and binding obligation of the Company and
such Administrators, enforceable against them in accordance with its terms,
subject to (a) applicable bankruptcy, insolvency, moratorium, receivership,
reorganization, liquidation and other laws relating to or affecting creditors'
rights generally, and (b) general principles of equity (regardless of whether
considered and applied in a proceeding in equity or at law) ("Bankruptcy and
Equity"). Each of the Administrators of the Trust is an employee or a director
of the Company or of a financial institution subsidiary of the Company and has
been duly authorized by the Company to execute and deliver the Trust Agreement.

     5.4. GUARANTEE AGREEMENT AND THE INDENTURE. Each of the Guarantee and the
Indenture has been duly authorized by the Company and, on the Closing Date will
have been duly executed and delivered by the Company, and, assuming due
authorization, execution and delivery by the Guarantee Trustee, in the case of
the Guarantee, and by the Indenture Trustee, in the case of the Indenture, will
be a valid and binding obligation of the Company enforceable against it in
accordance with its terms, subject to Bankruptcy and Equity.

     5.5. CAPITAL SECURITIES AND COMMON SECURITIES. The Capital Securities and
the Common Securities have been duly authorized by the Trust Agreement and, when
issued and delivered against payment therefor on the Closing Date to the
Purchaser, in the case of the Capital Securities, and to the Company, in the
case of the Common Securities, will be validly issued and represent undivided
beneficial interests in the assets of the Trust. None of the Capital Securities
or the Common Securities is subject to preemptive or other similar rights. On
the Closing Date, all of the issued and outstanding Common Securities will be
directly owned by the Company free and clear of any pledge, security interest,
claim, lien or other encumbrance.

     5.6. DEBENTURES. The Debentures have been duly authorized by the Company
and, at the Closing Date, will have been duly executed and delivered to the
Indenture Trustee for authentication in accordance with the Indenture, and, when
authenticated in the manner provided for in the Indenture and delivered against
payment therefor by the Trust, will constitute valid and binding obligations of
the Company entitled to the benefits of the Indenture enforceable against the
Company in accordance with their terms, subject to Bankruptcy and Equity.

     5.7. POWER AND AUTHORITY. This Agreement has been duly authorized, executed
and delivered by the Company and the Trust and constitutes the valid and binding
obligation of the Company and the Trust, enforceable against the Company and the
Trust in accordance with its terms, subject to Bankruptcy and Equity.

     5.8. NO DEFAULTS. The Trust is not in violation of the Trust Agreement or,
to the knowledge of the Administrators, any provision of the Statutory Trust
Act. The execution, delivery and performance by the Company or the Trust of this
Agreement or the Operative Documents to which it is a party, and the
consummation of the transactions contemplated herein or therein and the use of
the proceeds therefrom, will not conflict with or constitute a breach of, or a
default under, or result in the creation or imposition of any lien, charge or
other encumbrance upon any property or assets of the Trust, the Company or any
of the Company's Subsidiaries (as defined in Section 5.11 hereof) pursuant to
any contract, indenture, mortgage, loan agreement, note, lease or other
instrument to which the Trust, the Company or any of its Subsidiaries is a party
or by which it or any of them may be bound, or to which any of the property or


                                        6
<PAGE>
assets of any of them is subject, except for a conflict, breach, default, lien,
charge or encumbrance which could not, singly or in the aggregate, reasonably be
expected to have a Material Adverse Effect nor will such action result in any
violation of the Trust Agreement or the Statutory Trust Act or require the
consent, approval, authorization or order of any court or governmental agency or
body. As used herein, the term "Material Adverse Effect" means any one or more
effects that individually or in the aggregate are material and adverse to the
Offerors' ability to consummate the transactions contemplated herein or in the
Operative Documents or any one or more effects that individually or in the
aggregate are material and adverse to the condition (financial or otherwise),
earnings, affairs, business, prospects or results of operations of the Company
and its Subsidiaries taken as whole, whether or not occurring in the ordinary
course of business.

     5.9. ORGANIZATION, STANDING AND QUALIFICATION OF THE COMPANY. The Company
has been duly incorporated and is validly existing as a corporation in good
standing under the laws of Missouri, with all requisite corporate power and
authority to own its properties and conduct the business it transacts and
proposes to transact, and is duly qualified to transact business and is in good
standing as a foreign corporation in each jurisdiction where the nature of its
activities requires such qualification, except where the failure of the Company
to be so qualified would not, singly or in the aggregate, have a Material
Adverse Effect.

     5.10. SUBSIDIARIES OF THE COMPANY. Each of the Company's significant
subsidiaries (as defined in Section 1-02(w) of Regulation S-X to the Securities
Act (the "Significant Subsidiaries")) is listed in Exhibit C attached hereto and
incorporated herein by this reference. Each Significant Subsidiary has been duly
organized and is validly existing and in good standing under the laws of the
jurisdiction in which it is chartered or organized, with all requisite power and
authority to own its properties and conduct the business it transacts and
proposes to transact, and is duly qualified to transact business and is in good
standing as a foreign entity in each jurisdiction where the nature of its
activities requires such qualification, except where the failure of any such
Significant Subsidiary to be so qualified would not, singly or in the aggregate,
have a Material Adverse Effect. All of the issued and outstanding shares of
capital stock of the Significant Subsidiaries (a) have been duly authorized and
are validly issued, (b) are fully paid and nonassessable, and (c) are wholly
owned, directly or indirectly, by the Company free and clear of any security
interest, mortgage, pledge, lien, encumbrance, restriction upon voting or
transfer, preemptive rights, claim, equity or other defect.

     5.11. PERMITS. The Company and each of its subsidiaries (as defined in
Section 1-02(x) of Regulation S-X to the Securities Act) (the "Subsidiaries")
have all requisite power and authority, and all necessary authorizations,
approvals, orders, licenses, certificates and permits of and from regulatory or
governmental officials, bodies and tribunals, to own or lease their respective
properties and to conduct their respective businesses as now being conducted,
except such authorizations, approvals, orders, licenses, certificates and
permits which, if not obtained and maintained, would not, singly or in the
aggregate, have a Material Adverse Effect, and neither the Company nor any of
its Subsidiaries has received any notice of proceedings relating to the
revocation or modification of any such authorizations, approvals, orders,
licenses, certificates or permits which, singly or in the aggregate, if the
failure to be so licensed or approved is the subject of an unfavorable decision,
ruling or finding, would, singly or in the aggregate, have a Material Adverse
Effect; and the Company and its Subsidiaries are in compliance with all
applicable laws, rules, regulations and orders and consents, the violation of
which would, singly or in the aggregate, have a Material Adverse Effect.

     5.12. CONFLICTS, AUTHORIZATIONS AND APPROVALS. Neither the Company nor any
of its Subsidiaries is in violation of its respective articles or certificate of
incorporation, charter or by-laws or similar organizational documents or in
default in the performance or observance of any obligation, agreement, covenant
or condition contained in any contract, indenture, mortgage, loan agreement,
note,


                                       7
<PAGE>
lease or other agreement or instrument to which either the Company or any of its
Subsidiaries is a party, or by which it or any of them may be bound or to which
any of the property or assets of the Company or any of its Subsidiaries is
subject, the effect of which violation or default in performance or observance
would have, singly or in the aggregate, a Material Adverse Effect.

     5.13. HOLDING COMPANY REGISTRATION AND DEPOSIT INSURANCE. The Company is
duly registered (i) as a bank holding company or financial holding company under
the Bank Holding Company Act of 1956, as amended, and the regulations of the
Board of Governors of the Federal Reserve System (the "Federal Reserve") or (ii)
as a savings and loan holding company under the Home Owners' Loan Act of 1933,
as amended, and the regulations of the Office of Thrift Supervision (the "OTS"),
and the deposit accounts of the Company's Subsidiary depository institutions are
insured by the Federal Deposit Insurance Corporation ("FDIC") to the fullest
extent permitted by law and the rules and regulations of the FDIC, and no
proceedings for the termination of such insurance are pending or threatened.

     5.14. FINANCIAL STATEMENTS.

          (A) The consolidated balance sheets of the Company and all of its
Subsidiaries as of December 31, 2004 and December 31, 2003 and related
consolidated income statements and statements of changes in shareholders' equity
for the three years ended December 31, 2004 together with the notes thereto,
copies of each of which have been provided to the Placement Agents (together,
the "Financial Statements"), have been prepared in accordance with generally
accepted accounting principles applied on a consistent basis (except as may be
disclosed therein) and fairly present in all material respects the financial
position and the results of operations and changes in shareholders' equity of
the Company and all of its Subsidiaries as of the dates and for the periods
indicated. The books and records of the Company and all of its Subsidiaries have
been, and are being, maintained in all material respects in accordance with
generally accepted accounting principles and any other applicable legal and
accounting requirements and reflect only actual transactions.

          (B) The information in the Company's most recently filed (i) FR Y-9C
filed with the Federal Reserve if the Company is a bank holding company, (ii) FR
Y-9SP filed with the Federal Reserve if the Company is a small bank holding
company or (iii) H-(b)11 filed with the OTS if the Company is a savings and loan
holding company (the "Regulatory Report"), previously provided to the Placement
Agents fairly presents in all material respects the financial position of the
Company and, where applicable, all of its Subsidiaries as of the end of the
period represented by such Regulatory Report.

          (C) Since the respective dates of the Financial Statements and the
Regulatory Report, there has been no material adverse change or development with
respect to the financial condition or earnings of the Company and all of its
Subsidiaries, taken as a whole.

          (D) The accountants of the Company who certified the Financial
Statements are independent public accountants of the Company and its
Subsidiaries within the meaning of the Securities Act and the rules and
regulations thereunder.

     5.15. REGULATORY ENFORCEMENT MATTERS. Neither the Company nor any of its
Subsidiaries is subject or is party to, or has received any notice or advice
that any of them may become subject or party to, any investigation with respect
to, any cease-and-desist order, agreement, consent agreement, memorandum of
understanding or other regulatory enforcement action, proceeding or order with
or by, or is a party to any commitment letter or similar undertaking to, or is
subject to any directive by, or has been since January 1, 2002, a recipient of
any supervisory letter from, or since January 1, 2002, has adopted any board
resolutions at the request of, any Regulatory Agency (as defined below) that
currently restricts in any material respect the conduct of their business or
that in any material manner relates to their capital adequacy, their credit
policies, their ability or authority to pay dividends or make distributions to
their


                                        8
<PAGE>
shareholders or make payments of principal or interest on their debt
obligations, their management or their business (each, a "Regulatory
Agreement"), nor has the Company or any of its Subsidiaries been advised since
January 1, 2002, by any Regulatory Agency that it is considering issuing or
requesting any such Regulatory Agreement. There is no material unresolved
violation, criticism or exception by any Regulatory Agency with respect to any
report or statement relating to any examinations of the Company or any of its
Subsidiaries. As used herein, the term "Regulatory Agency" means any federal or
state agency charged with the supervision or regulation of depository
institutions, bank, financial or savings and loan holding companies, or engaged
in the insurance of depository institution deposits, or any court,
administrative agency or commission or other governmental agency, authority or
instrumentality having supervisory or regulatory authority with respect to the
Company or any of its Subsidiaries. Neither the Company nor any of the
Subsidiaries is currently unable to pay dividends or make distributions to its
shareholders with respect to any class of its equity securities, or prohibited
from paying principal or interest on its debt obligations, due to a restriction
or limitation, whether by statute, contract or otherwise, and, in the reasonable
judgment of the Company's management, neither the Company nor any of the
Subsidiaries will be unable in the foreseeable future to pay dividends or make
distributions with respect to any class of equity securities, or be prohibited
from paying principal or interest on its debt obligations, due to a restriction
or limitation, whether by statute, contract or otherwise.

     5.16. NO MATERIAL CHANGE. Since December 31, 2004, there has been no
material adverse change or development with respect to the condition (financial
or otherwise), earnings, affairs, business, prospects or results of operations
of the Company or its Subsidiaries on a consolidated basis, whether or not
arising in the ordinary course of business.

     5.17. NO UNDISCLOSED LIABILITIES. Neither the Company nor any of its
Subsidiaries has any material liability, whether known or unknown, whether
asserted or unasserted, whether absolute or contingent, whether accrued or
unaccrued, whether liquidated or unliquidated, and whether due or to become due,
including any liability for taxes (and there is no past or present fact,
situation, circumstance, condition or other basis for any present or future
action, suit, proceeding, hearing, charge, complaint, claim or demand against
the Company or its Subsidiaries giving rise to any such liability), except (i)
for liabilities set forth in the Financial Statements and (ii) normal
fluctuation in the amount of the liabilities referred to in clause (i) above
occurring in the ordinary course of business of the Company and all of its
Subsidiaries since the date of the most recent balance sheet included in the
Financial Statements.

     5.18. LITIGATION. No charge, investigation, action, suit or proceeding is
pending or, to the knowledge of the Offerors, threatened against or affecting
the Company or its Subsidiaries or any of their respective properties before or
by any courts or any regulatory, administrative or governmental official,
commission, board, agency or other authority or body, or any arbitrator, wherein
an unfavorable decision, ruling or finding could have, singly or in the
aggregate, a Material Adverse Effect.

     5.19. DEFERRAL OF INTEREST PAYMENTS ON DEBENTURES. The Company has no
present intention to exercise its option to defer payments of interest on the
Debentures as provided in the Indenture. The Company believes that the
likelihood that it would exercise its right to defer payments of interest on the
Debentures as provided in the Indenture at any time during which the Debentures
are outstanding is remote because of the restrictions that would be imposed on
the Company's ability to declare or pay dividends or distributions on, or to
redeem, purchase, acquire or make a liquidation payment with respect to, any of
the Company's capital stock and on the Company's ability to make any payments of
principal, interest or premium on, or repay, repurchase or redeem, any of its
debt securities that rank pari passu in all respects with, or junior in interest
to, the Debentures.

SECTION 6. REPRESENTATIONS AND WARRANTIES OF THE PLACEMENT AGENTS. Each
Placement Agent represents and warrants to the Offerors as to itself (but not as
to the other Placement Agent) as follows:


                                        9
<PAGE>
     6.1. ORGANIZATION, STANDING AND QUALIFICATION.

          (A) FTN Financial Capital Markets is a division of First Tennessee
Bank National Association, a national banking association duly organized,
validly existing and in good standing under the laws of the United States, with
full power and authority to own, lease and operate its properties and conduct
its business as currently being conducted. FTN Financial Capital Markets is duly
qualified to transact business as a foreign corporation and is in good standing
in each other jurisdiction in which it owns or leases property or conducts its
business so as to require such qualification and in which the failure to so
qualify would, individually or in the aggregate, have a material adverse effect
on the condition (financial or otherwise), earnings, business, prospects or
results of operations of FTN Financial Capital Markets.

          (B) Keefe, Bruyette & Woods, Inc. is a corporation duly organized,
validly existing and in good standing under the laws of the State of New York,
with full power and authority to own, lease and operate its properties and
conduct its business as currently being conducted. Keefe, Bruyette & Woods, Inc.
is duly qualified to transact business as a foreign corporation and is in good
standing in each other jurisdiction in which it owns or leases property or
conducts its business so as to require such qualification and in which the
failure to so qualify would, individually or in the aggregate, have a material
adverse effect on the condition (financial or otherwise), earnings, business,
prospects or results of operations of Keefe, Bruyette & Woods, Inc.

     6.2. POWER AND AUTHORITY. The Placement Agent has all requisite power and
authority to enter into this Agreement, and this Agreement has been duly and
validly authorized, executed and delivered by the Placement Agent and
constitutes the legal, valid and binding agreement of the Placement Agent,
enforceable against the Placement Agent in accordance with its terms, subject to
Bankruptcy and Equity and except as any indemnification or contribution
provisions thereof may be limited under applicable securities laws.

     6.3. GENERAL SOLICITATION. In the case of the offer and sale of the Capital
Securities, no form of general solicitation or general advertising was used by
the Placement Agent or its representatives including, but not limited to,
advertisements, articles, notices or other communications published in any
newspaper, magazine or similar medium or broadcast over television or radio or
any seminar or meeting whose attendees have been invited by any general
solicitation or general advertising. Neither the Placement Agent nor its
representatives have engaged or will engage in any "directed selling efforts"
within the meaning of Regulation S with respect to the Capital Securities.

     6.4. PURCHASER. The Placement Agent has made such reasonable inquiry as is
necessary to determine that the Purchaser is acquiring the Capital Securities
for its own account, that the Purchaser does not intend to distribute the
Capital Securities in contravention of the Securities Act or any other
applicable securities laws, and that the Purchaser is not a "U.S. person" as
that term is defined under Rule 902 of the Securities Act.

     6.5. QUALIFIED PURCHASERS. The Placement Agent has not offered or sold and
will not arrange for the offer or sale of the Capital Securities except (i) in
an offshore transaction complying with Rule 903 of Regulation S, or (ii) to
those the Placement Agent reasonably believes are "accredited investors" (as
defined in Rule 501 of Regulation D), or (iii) in any other manner that does not
require registration of the Capital Securities under the Securities Act. In
connection with each such sale, the Placement Agent has taken or will take
reasonable steps to ensure that the Purchaser is aware that (a) such sale is
being made in reliance on an exemption under the Securities Act and (b) future
transfers of the Capital Securities will not be made except in compliance with
applicable securities laws.


                                       10
<PAGE>
     6.6. OFFERING CIRCULARS. Neither the Placement Agent nor its
representatives will include any non-public information about the Company, the
Trust or any of their Affiliates in any registration statement, prospectus,
offering circular or private placement memorandum used in connection with any
purchase of Capital Securities without the prior written consent of the Trust
and the Company.

SECTION 7. COVENANTS OF THE OFFERORS. The Offerors covenant and agree with the
Placement Agents and the Purchaser as follows:

     7.1. COMPLIANCE WITH REPRESENTATIONS AND WARRANTIES. During the period from
the date of this Agreement to the Closing Date, the Offerors shall use their
best efforts and take all action necessary or appropriate to cause their
representations and warranties contained in Section 5 hereof to be true as of
the Closing Date, after giving effect to the transactions contemplated by this
Agreement, as if made on and as of the Closing Date.

     7.2. SALE AND REGISTRATION OF SECURITIES. The Offerors and their Affiliates
shall not nor shall any of them permit any person acting on their behalf (other
than the Placement Agents), to directly or indirectly (i) sell, offer for sale
or solicit offers to buy or otherwise negotiate in respect of any security (as
defined in the Securities Act) that would or could be integrated with the sale
of the Capital Securities in a manner that would require the registration under
the Securities Act of the Securities or (ii) make offers or sales of any such
Security, or solicit offers to buy any such Security, under circumstances that
would require the registration of any of such Securities under the Securities
Act.

     7.3. USE OF PROCEEDS. The Trust shall use the proceeds from the sale of the
Capital Securities and the Common Securities to purchase the Debentures from the
Company.

     7.4. INVESTMENT COMPANY. The Offerors shall not engage, or permit any
Subsidiary to engage, in any activity which would cause it or any Subsidiary to
be an "investment company" under the provisions of the Investment Company Act.

     7.5. REIMBURSEMENT OF EXPENSES. If the sale of the Capital Securities
provided for herein is not consummated (i) because any condition set forth in
Section 3 hereof is not satisfied, or (ii) because of any refusal, inability or
failure on the part of the Company or the Trust to perform any agreement herein
or comply with any provision hereof other than by reason of a breach by the
Placement Agents, the Company shall reimburse the Placement Agents upon demand
for all of their pro rata share of out-of-pocket expenses (including reasonable
fees and disbursements of counsel) in an amount not to exceed $50,000.00 that
shall have been incurred by them in connection with the proposed purchase and
sale of the Capital Securities. Notwithstanding the foregoing, the Company shall
have no obligation to reimburse the Placement Agents for their out-of-pocket
expenses if the sale of the Capital Securities fails to occur because the
condition set forth in Section 3.6 is not satisfied or because either of the
Placement Agents fails to fulfill a condition set forth in Section 4 or the
Purchaser fails to purchase the Capital Securities.

     7.6. DIRECTED SELLING EFFORTS, SOLICITATION AND ADVERTISING. In connection
with any offer or sale of any of the Securities, the Offerors shall not, nor
shall either of them permit any of their Affiliates or any person acting on
their behalf, other than the Placement Agents, to, (i) engage in any "directed
selling efforts" within the meaning of Regulation S, or (ii) engage in any form
of general solicitation or general advertising (as defined in Regulation D).

     7.7. COMPLIANCE WITH RULE 144A(D)(4) UNDER THE SECURITIES ACT. So long as
any of the Securities are outstanding and are "restricted securities" within the
meaning of Rule 144(a)(3) under the Securities Act, the Offerors will, during
any period in which they are not subject to and in compliance with Section 13 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
or


                                       11
<PAGE>
the Offerors are not exempt from such reporting requirements pursuant to and in
compliance with Rule 12g3-2(b) under the Exchange Act, provide to each holder of
such restricted securities and to each prospective purchaser (as designated by
such holder) of such restricted securities, upon the request of such holder or
prospective purchaser in connection with any proposed transfer, any information
required to be provided by Rule 144A(d)(4) under the Securities Act, if
applicable. This covenant is intended to be for the benefit of the holders, and
the prospective purchasers designated by such holders, from time to time of such
restricted securities. The information provided by the Offerors pursuant to this
Section 7.7 will not, at the date thereof, contain any untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading.

     7.8. QUARTERLY REPORTS. Within 50 days of the end of each calendar year
quarter and within 100 days of the end of each calendar year during which the
Debentures are issued and outstanding, the Offerors shall submit to The Bank of
New York a completed quarterly report in the form attached hereto as Exhibit D.
The Offerors acknowledge and agree that The Bank of New York and its successors
and assigns are third party beneficiaries of this Section 7.8.

SECTION 8. COVENANTS OF THE PLACEMENT AGENTS. The Placement Agents covenant and
agree with the Offerors that, during the period from the date of this Agreement
to the Closing Date, the Placement Agents shall use their best efforts and take
all action necessary or appropriate to cause their representations and
warranties contained in Section 6 to be true as of Closing Date, after giving
effect to the transactions contemplated by this Agreement, as if made on and as
of the Closing Date. The Placement Agents further covenant and agree not to
engage in hedging transactions with respect to the Capital Securities unless
such transactions are conducted in compliance with the Securities Act.

SECTION 9. INDEMNIFICATION.

     9.1. INDEMNIFICATION OBLIGATION. The Offerors shall jointly and severally
indemnify and hold harmless the Placement Agents and the Purchaser and each of
their respective agents, employees, officers and directors and each person that
controls either of the Placement Agents or the Purchaser within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents,
employees, officers and directors or any such controlling person of either of
the Placement Agents or the Purchaser (each such person or entity, an
"Indemnified Party") from and against any and all losses, claims, damages,
judgments, liabilities or expenses, joint or several, to which such Indemnified
Party may become subject under the Securities Act, the Exchange Act or other
federal or state statutory law or regulation, or at common law or otherwise
(including in settlement of any litigation, if such settlement is effected with
the written consent of the Offerors), insofar as such losses, claims, damages,
judgments, liabilities or expenses (or actions in respect thereof) arise out of,
or are based upon, or relate to, in whole or in part, (a) any untrue statement
or alleged untrue statement of a material fact contained in any information
(whether written or oral) or documents executed in favor of, furnished or made
available to the Placement Agents or the Purchaser by the Offerors, or (b) any
omission or alleged omission to state in any information (whether written or
oral) or documents executed in favor of, furnished or made available to the
Placement Agents or the Purchaser by the Offerors a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
shall reimburse each Indemnified Party for any legal and other expenses as such
expenses are reasonably incurred by such Indemnified Party in connection with
investigating, defending, settling, compromising or paying any such loss, claim,
damage, judgments, liability, expense or action described in this Section 9.1.
In addition to their other obligations under this Section 9, the Offerors hereby
agree that, as an interim measure during the pendency of any claim, action,
investigation, inquiry or other proceeding arising out of, or based upon, or
related to the matters described above in this Section 9.1, they shall reimburse
each Indemnified Party on a quarterly basis for all reasonable legal or other
expenses incurred in connection with investigating or defending any


                                       12
<PAGE>
such claim, action, investigation, inquiry or other proceeding, notwithstanding
the absence of a judicial determination as to the propriety and enforceability
of the possibility that such payments might later be held to have been improper
by a court of competent jurisdiction. To the extent that any such interim
reimbursement payment is so held to have been improper, each Indemnified Party
shall promptly return such amounts to the Offerors together with interest,
determined on the basis of the prime rate (or other commercial lending rate for
borrowers of the highest credit standing) announced from time to time by First
Tennessee Bank National Association (the "Prime Rate"). Any such interim
reimbursement payments which are not made to an Indemnified Party within 30 days
of a request for reimbursement shall bear interest at the Prime Rate from the
date of such request.

     9.2. CONDUCT OF INDEMNIFICATION PROCEEDINGS. Promptly after receipt by an
Indemnified Party under this Section 9 of notice of the commencement of any
action, such Indemnified Party shall, if a claim in respect thereof is to be
made against the Offerors under this Section 9, notify the Offerors in writing
of the commencement thereof; but, subject to Section 9.4, the omission to so
notify the Offerors shall not relieve them from any liability pursuant to
Section 9.1 which the Offerors may have to any Indemnified Party unless and to
the extent that the Offerors did not otherwise learn of such action and such
failure by the Indemnified Party results in the forfeiture by the Offerors of
substantial rights and defenses. In case any such action is brought against any
Indemnified Party and such Indemnified Party seeks or intends to seek indemnity
from the Offerors, the Offerors shall be entitled to participate in, and, to the
extent that they may wish, to assume the defense thereof with counsel reasonably
satisfactory to such Indemnified Party; provided, however, if the defendants in
any such action include both the Indemnified Party and the Offerors and the
Indemnified Party shall have reasonably concluded that there may be a conflict
between the positions of the Offerors and the Indemnified Party in conducting
the defense of any such action or that there may be legal defenses available to
it and/or other Indemnified Parties which are different from or additional to
those available to the Offerors, the Indemnified Party shall have the right to
select separate counsel to assume such legal defenses and to otherwise
participate in the defense of such action on behalf of such Indemnified Party.
Upon receipt of notice from the Offerors to such Indemnified Party of their
election to so assume the defense of such action and approval by the Indemnified
Party of counsel, the Offerors shall not be liable to such Indemnified Party
under this Section 9 for any legal or other expenses subsequently incurred by
such Indemnified Party in connection with the defense thereof unless (i) the
Indemnified Party shall have employed such counsel in connection with the
assumption of legal defenses in accordance with the proviso in the preceding
sentence (it being understood, however, that the Offerors shall not be liable
for the expenses of more than one separate counsel representing the Indemnified
Parties who are parties to such action), or (ii) the Offerors shall not have
employed counsel reasonably satisfactory to the Indemnified Party to represent
the Indemnified Party within a reasonable time after notice of commencement of
the action, in each of which cases the fees and expenses of counsel of such
Indemnified Party shall be at the expense of the Offerors.

     9.3. CONTRIBUTION. If the indemnification provided for in this Section 9 is
required by its terms, but is for any reason held to be unavailable to or
otherwise insufficient to hold harmless an Indemnified Party under Section 9.1
in respect of any losses, claims, damages, liabilities or expenses referred to
herein or therein, then the Offerors shall contribute to the amount paid or
payable by such Indemnified Party as a result of any losses, claims, damages,
judgments, liabilities or expenses referred to herein (i) in such proportion as
is appropriate to reflect the relative benefits received by the Offerors, on the
one hand, and the Indemnified Party, on the other hand, from the offering of
such Capital Securities, or (ii) if the allocation provided by clause (i) above
is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but also
the relative fault of the Offerors, on the one hand, and the Placement Agents,
on the other hand, in connection with the statements or omissions or
inaccuracies in the representations and warranties herein or other breaches
which resulted in such losses, claims, damages, judgments, liabilities or
expenses, as well as any other relevant equitable considerations. The respective
relative benefits received by the Offerors, on the one


                                       13
<PAGE>
hand, and the Placement Agents, on the other hand, shall be deemed to be in the
same proportion, in the case of the Offerors, as the total price paid to the
Offerors for the Capital Securities sold by the Offerors to the Purchaser (net
of the compensation paid to the Placement Agents hereunder, but before deducting
expenses), and in the case of the Placement Agents, as the compensation received
by them, bears to the total of such amounts paid to the Offerors and received by
the Placement Agents as compensation. The relative fault of the Offerors and the
Placement Agents shall be determined by reference to, among other things,
whether the untrue statement or alleged untrue statement of a material fact or
the omission or alleged omission of a material fact or the inaccurate or the
alleged inaccurate representation and/or warranty relates to information
supplied by the Offerors or the Placement Agents and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The provisions set forth in Section 9.2 with respect
to notice of commencement of any action shall apply if a claim for contribution
is made under this Section 9.3; provided, however, that no additional notice
shall be required with respect to any action for which notice has been given
under Section 9.2 for purposes of indemnification. The Offerors and the
Placement Agents agree that it would not be just and equitable if contribution
pursuant to this Section 9.3 were determined by pro rata allocation or by any
other method of allocation that does not take account of the equitable
considerations referred to in this Section 9.3. The amount paid or payable by an
Indemnified Party as a result of the losses, claims, damages, judgments,
liabilities or expenses referred to in this Section 9.3 shall be deemed to
include, subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such Indemnified Party in connection with investigating
or defending any such action or claim. In no event shall the liability of the
Placement Agents hereunder be greater in amount than the dollar amount of the
compensation (net of payment of all expenses) received by the Placement Agents
upon the sale of the Capital Securities giving rise to such obligation. No
person found guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any
person who was not found guilty of such fraudulent misrepresentation.

     9.4. ADDITIONAL REMEDIES. The indemnity and contribution agreements
contained in this Section 9 are in addition to any liability that the Offerors
may otherwise have to any Indemnified Party.

     9.5. ADDITIONAL INDEMNIFICATION. The Company shall indemnify and hold
harmless the Trust against all loss, liability, claim, damage and expense
whatsoever, as due from the Trust under Sections 9.1 through 9.4 hereof.

SECTION 10. RIGHTS AND RESPONSIBILITIES OF PLACEMENT AGENTS.

     10.1. RELIANCE. In performing their duties under this Agreement, the
Placement Agents shall be entitled to rely upon any notice, signature or writing
which they shall in good faith believe to be genuine and to be signed or
presented by a proper party or parties. The Placement Agents may rely upon any
opinions or certificates or other documents delivered by the Offerors or their
counsel or designees to either the Placement Agents or the Purchaser.

     10.2. RIGHTS OF PLACEMENT AGENTS. In connection with the performance of
their duties under this Agreement, the Placement Agents shall not be liable for
any error of judgment or any action taken or omitted to be taken unless the
Placement Agents were grossly negligent or engaged in willful misconduct in
connection with such performance or non-performance. No provision of this
Agreement shall require the Placement Agents to expend or risk their own funds
or otherwise incur any financial liability on behalf of the Purchaser in
connection with the performance of any of their duties hereunder. The Placement
Agents shall be under no obligation to exercise any of the rights or powers
vested in them by this Agreement.


                                       14
<PAGE>
SECTION 11. MISCELLANEOUS.

     11.1. DISCLOSURE SCHEDULE. The term "Disclosure Schedule," as used herein,
means the schedule, if any, attached to this Agreement that sets forth items the
disclosure of which is necessary or appropriate as an exception to one or more
representations or warranties contained in Section 5 hereof; provided, that any
item set forth in the Disclosure Schedule as an exception to a representation or
warranty shall be deemed an admission by the Offerors that such item represents
an exception, fact, event or circumstance that is reasonably likely to result in
a Material Adverse Effect. The Disclosure Schedule shall be arranged in
paragraphs corresponding to the section numbers contained in Section 5. Nothing
in the Disclosure Schedule shall be deemed adequate to disclose an exception to
a representation or warranty made herein unless the Disclosure Schedule
identifies the exception with reasonable particularity and describes the
relevant facts in reasonable detail. Without limiting the generality of the
immediately preceding sentence, the mere listing (or inclusion of a copy) of a
document or other item in the Disclosure Schedule shall not be deemed adequate
to disclose an exception to a representation or warranty made herein unless the
representation or warranty has to do with the existence of the document or other
item itself. Information provided by the Company in response to any due
diligence questionnaire shall not be deemed part of the Disclosure Schedule and
shall not be deemed to be an exception to one or more representations or
warranties contained in Section 5 hereof unless such information is specifically
included on the Disclosure Schedule in accordance with the provisions of this
Section 11.1.

     11.2. LEGAL EXPENSES. At Closing, the Placement Agents shall provide a
credit for the Offerors' transaction-related legal expenses in the amount of
$10,000.00.

     11.3. NON-DISCLOSURE. Except as required by applicable law, including
without limitation securities laws and regulations promulgated thereunder, (i)
the Offerors shall not, and will cause their advisors and representatives not
to, issue any press release or other public statement regarding the transactions
contemplated by this Agreement or the Operative Documents prior to or on the
Closing Date and (ii) following the Closing Date, the Offerors shall not include
in any press release, other public statement or other public communication
regarding the transactions contemplated by this Agreement or the Operative
Documents, any reference to the Placement Agents, WTC, the Purchaser, the term
"PreTS" or any derivations thereof. Notwithstanding anything to the contrary,
the Offerors may (1) consult any tax advisor regarding U.S. federal income tax
treatment or tax structure of the transaction contemplated under this Agreement
and the Operative Documents and (2) disclose to any and all persons, without
limitation of any kind, the U.S. Federal income tax structure (in each case,
within the meaning of Treasury Regulation Section 1.6011-4) of the transaction
contemplated under this Agreement and the Operative Documents and all materials
of any kind (including opinions or other tax analyses) that are provided to you
relating to such tax treatment and tax structure. For this purpose, "tax
structure" is limited to any facts relevant to the U.S. federal income tax
treatment of the transaction and does not include information relating to
identity of the parties.

     11.4. NOTICES. Prior to the Closing, and thereafter with respect to matters
pertaining to this Agreement only, all notices and other communications provided
for or permitted hereunder shall be made in writing by hand-delivery,
first-class mail, telex, telecopier or overnight air courier guaranteeing next
day delivery:


                                       15
<PAGE>
     if to the Placement Agents, to:

          FTN Financial Capital Markets
          845 Crossover Lane, Suite 150
          Memphis, Tennessee 38117
          Telecopier: 901-435-4706
          Telephone: 800-456-5460
          Attention: James D. Wingett

               and

          Keefe, Bruyette & Woods, Inc.
          787 7th Avenue
          4th Floor
          New York, New York 10019
          Telecopier: 212-403-2000
          Telephone: 212-403-1004
          Attention: Mitchell Kleinman, General Counsel

     with a copy to:

          Lewis, Rice & Fingersh, L.C.
          500 North Broadway, Suite 2000
          St. Louis, Missouri 63102
          Telecopier: 314-241-6056
          Telephone: 314-444-7600
          Attention: Thomas C. Erb, Esq.

               and

          Sidley Austin Brown & Wood LLP
          787 7th Avenue
          New York, New York 10019
          Telecopier: 212-839-5599
          Telephone: 212-839-5300
          Attention: Renwick Martin, Esq.

     if to the Offerors, to:

          Exchange National Bancshares, Inc.
          132 East High Street
          Jefferson City, Missouri 65102
          Telecopier: 573-761-6272
          Telephone: 573-761-6179
          Attention: Kathleen Bruegenhemke


                                       16
<PAGE>
     with a copy to:

          Stinson Morrison Hecker LLP
          1201 Walnut Street,
          Suite 2900
          Kansas City, Missouri 64106-2150
          Telecopier: 816-474-4208
          Telephone: 816-691-3175
          Attention: Howard H. Mick

     All such notices and communications shall be deemed to have been duly given
(i) at the time delivered by hand, if personally delivered, (ii) five business
days after being deposited in the mail, postage prepaid, if mailed, (iii) when
answered back, if telexed, (iv) the next business day after being telecopied, or
(v) the next business day after timely delivery to a courier, if sent by
overnight air courier guaranteeing next day delivery. From and after the
Closing, the foregoing notice provisions shall be superseded by any notice
provisions of the Operative Documents under which notice is given. The Placement
Agents, the Offerors, and their respective counsel, may change their respective
notice addresses from time to time by written notice to all of the foregoing
persons.

     11.5. PARTIES IN INTEREST, SUCCESSORS AND ASSIGNS. Except as expressly set
forth herein, this Agreement is made solely for the benefit of the Placement
Agents, the Purchaser and the Offerors and any person controlling the Placement
Agents, the Purchaser or the Offerors and their respective successors and
assigns; and no other person shall acquire or have any right under or by virtue
of this Agreement. This Agreement shall inure to the benefit of and be binding
upon the successors and assigns of each of the parties.

     11.6. COUNTERPARTS. This Agreement may be executed by the parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.

     11.7. HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

     11.8. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAWS PERTAINING TO CONFLICTS OF
LAWS) OF THE STATE OF NEW YORK.

     11.9. ENTIRE AGREEMENT. This Agreement, together with the Operative
Documents and the other documents delivered in connection with the transactions
contemplated by this Agreement, is intended by the parties as a final expression
of their agreement and intended to be a complete and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject
matter contained herein and therein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein and
therein. This Agreement, together with the Operative Documents and the other
documents delivered in connection with the transaction contemplated by this
Agreement, supersedes all prior agreements and understandings between the
parties with respect to such subject matter.

     11.10. SEVERABILITY. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired or affected, it
being intended that all of the


                                       17
<PAGE>
  Placement Agents' and the Purchaser's rights and privileges shall be
enforceable to the fullest extent permitted by law.

     11.11. SURVIVAL. The Placement Agents and the Offerors, respectively, agree
that the representations, warranties and agreements made by each of them in this
Agreement and in any certificate or other instrument delivered pursuant hereto
shall remain in full force and effect and shall survive the delivery of, and
payment for, the Capital Securities.

                     Signatures appear on the following page


                                       18
<PAGE>
     If this Agreement is satisfactory to you, please so indicate by signing the
acceptance of this Agreement and deliver such counterpart to the Offerors
whereupon this Agreement will become binding between us in accordance with its
terms.

                                        Very truly yours,

                                        EXCHANGE NATIONAL BANCSHARES, INC.


                                        By: /s/ David T. Turner
                                            ------------------------------------
                                        Name: David T. Turner
                                        Title: President


                                        EXCHANGE NATIONAL STATUTORY TRUST II


                                        By: /s/ KATHLEEN L. BRUEGENHEMKE
                                            ------------------------------------
                                        Name: KATHLEEN L. BRUEGENHEMKE
                                        Title: Administrator


CONFIRMED AND ACCEPTED,
as of the date first set forth above

FTN FINANCIAL CAPITAL MARKETS,
A DIVISION OF FIRST TENNESSEE BANK
NATIONAL ASSOCIATION, AS A PLACEMENT
AGENT


By: /s/ JAMES D. WINGETT
    ---------------------------------
Name: JAMES D. WINGETT
Title: SENIOR VICE PRESIDENT


KEEFE, BRUYETTE & WOODS, INC.,
A NEW YORK CORPORATION, AS A
PLACEMENT AGENT


By: /s/ Peter J. Wirth
    ---------------------------------
Name: Peter J. Wirth
Title: Managing Director


                                       19
<PAGE>
                                    EXHIBIT A

                         FORM OF SUBSCRIPTION AGREEMENT

                      EXCHANGE NATIONAL STATUTORY TRUST II
                       EXCHANGE NATIONAL BANCSHARES, INC.

                             SUBSCRIPTION AGREEMENT

                                 MARCH 17, 2005

     THIS SUBSCRIPTION AGREEMENT (this "Agreement") made among Exchange National
Statutory Trust II (the "Trust"), a statutory trust created under the Delaware
Statutory Trust Act (Chapter 38 of Title 12 of the Delaware Code, 12 Del. C.
Sections 3801, et seq.), Exchange National Bancshares, Inc., a Missouri
corporation, with its principal offices located at 132 East High Street,
Jefferson City, Missouri 65102 (the "Company" and, collectively with the Trust,
the "Offerors"), and Preferred Term Securities XVII, Ltd. (the "Purchaser").

                                    RECITALS:

     A. The Trust desires to issue 23,000 of its Fixed/Floating Rate Capital
Securities (the "Capital Securities"), liquidation amount $1,000.00 per Capital
Security, representing an undivided beneficial interest in the assets of the
Trust (the "Offering"), to be issued pursuant to an Amended and Restated
Declaration of Trust (the "Declaration") by and among the Company, Wilmington
Trust Company ("WTC"), the administrators named therein, and the holders (as
defined therein), which Capital Securities are to be guaranteed by the Company
with respect to distributions and payments upon liquidation, redemption and
otherwise pursuant to the terms of a Guarantee Agreement between the Company and
WTC, as trustee (the "Guarantee"); and

     B. The proceeds from the sale of the Capital Securities will be combined
with the proceeds from the sale by the Trust to the Company of its common
securities, and will be used by the Trust to purchase an equivalent amount of
Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures of the
Company (the "Debentures") to be issued by the Company pursuant to an indenture
to be executed by the Company and WTC, as trustee (the "Indenture"); and

     C. In consideration of the premises and the mutual representations and
covenants hereinafter set forth, the parties hereto agree as follows:

                                    ARTICLE I

                     PURCHASE AND SALE OF CAPITAL SECURITIES

     1.1. Upon the execution of this Agreement, the Purchaser hereby agrees to
purchase from the Trust 23,000 Capital Securities at a price equal to $1,000.00
per Capital Security (the "Purchase Price") and the Trust agrees to sell such
Capital Securities to the Purchaser for said Purchase Price. The rights and
preferences of the Capital Securities are set forth in the Declaration. The
Purchase Price is payable in immediately available funds on March 17, 2005, or
such other business day as may be designated by the Purchaser, but in no event
later than March 31, 2005 (the "Closing Date"). The Offerors shall provide the
Purchaser wire transfer instructions no later than 1 day following the date
hereof.

     1.2. The certificate for the Capital Securities shall be delivered by the
Trust on the Closing Date to the Purchaser or its designee.


                                      A-1
<PAGE>
     1.3. The Placement Agreement, dated March 9, 2005 (the "Placement
Agreement"), among the Offerors and the Placement Agents identified therein
includes certain representations and warranties, covenants and conditions to
closing and certain other matters governing the Offering. The Placement
Agreement is hereby incorporated by reference into this Agreement and the
Purchaser shall be entitled to each of the benefits of the Placement Agents and
the Purchaser under the Placement Agreement and shall be entitled to enforce the
obligations of the Offerors under such Placement Agreement as fully as if the
Purchaser were a party to such Placement Agreement.

                                   ARTICLE II

                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

     2.1. The Purchaser understands and acknowledges that neither the Capital
Securities, the Debentures nor the Guarantee have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any other
applicable securities law, are being offered for sale by the Trust in
transactions not requiring registration under the Securities Act, and may not be
offered, sold, pledged or otherwise transferred by the Purchaser except in
compliance with the registration requirements of the Securities Act or any other
applicable securities laws, pursuant to an exemption therefrom or in a
transaction not subject thereto.

     2.2. The Purchaser represents, warrants and certifies that (i) it is not a
"U.S. person" as such term is defined in Rule 902 under the Securities Act, (ii)
it is not acquiring the Capital Securities for the account or benefit of any
such U.S. person, (iii) the offer and sale of Capital Securities to the
Purchaser constitutes an "offshore transaction" under Regulation S of the
Securities Act, and (iv) it will not engage in hedging transactions with regard
to the Capital Securities unless such transactions are conducted in compliance
with the Securities Act and the Purchaser agrees to the legends and transfer
restrictions set forth on the Capital Securities certificate.

     2.3. The Purchaser represents and warrants that it is purchasing the
Capital Securities for its own account, for investment, and not with a view to,
or for offer or sale in connection with, any distribution thereof in violation
of the Securities Act or other applicable securities laws, subject to any
requirement of law that the disposition of its property be at all times within
its control and subject to its ability to resell such Capital Securities
pursuant to an effective registration statement under the Securities Act or
under Rule 144A or any other exemption from registration available under the
Securities Act or any other applicable Securities law.

     2.4. The Purchaser represents and warrants that it has full power and
authority to execute and deliver this Agreement, to make the representations and
warranties specified herein, and to consummate the transactions contemplated
herein and it has full right and power to subscribe for Capital Securities and
perform its obligations pursuant to this Agreement.

     2.5. The Purchaser, a Cayman Islands Company whose business includes
issuance of certain notes and acquiring the Capital Securities and other similar
securities, represents and warrants that it has such knowledge and experience in
financial and business matters that it is capable of evaluating the merits and
risks of purchasing the Capital Securities, has had the opportunity to ask
questions of, and receive answers and request additional information from, the
Offerors and is aware that it may be required to bear the economic risk of an
investment in the Capital Securities.

     2.6. The Purchaser represents and warrants that no filing with, or
authorization, approval, consent, license, order, registration, qualification or
decree of, any governmental body, agency or court having jurisdiction over the
Purchaser, other than those that have been made or obtained, is necessary or


                                      A-2
<PAGE>
required for the performance by the Purchaser of its obligations under this
Agreement or to consummate the transactions contemplated herein.

     2.7. The Purchaser represents and warrants that this Agreement has been
duly authorized, executed and delivered by the Purchaser.

     2.8. The Purchaser represents and warrants that (i) the Purchaser is not in
violation or default of any term of its Memorandum of Association or Articles of
Association, of any provision of any mortgage, indenture, contract, agreement,
instrument or contract to which it is a party or by which it is bound or of any
judgment, decree, order, writ or, to its knowledge, any statute, rule or
regulation applicable to the Purchaser which would prevent the Purchaser from
performing any material obligation set forth in this Agreement; and (ii) the
execution, delivery and performance of and compliance with this Agreement, and
the consummation of the transactions contemplated herein, will not, with or
without the passage of time or giving of notice, result in any such material
violation, or be in conflict with or constitute a default under any such term,
or the suspension, revocation, impairment, forfeiture or non-renewal of any
permit, license, authorization or approval applicable to the Purchaser, its
business or operations or any of its assets or properties which would prevent
the Purchaser from performing any material obligations set forth in this
Agreement.

     2.9. The Purchaser represents and warrants that the Purchaser is an
exempted company with limited liability duly incorporated, validly existing and
in good standing under the laws of the jurisdiction where it is organized, with
full power and authority to perform its obligations under this Agreement.

     2.10. The Purchaser understands and acknowledges that the Company will rely
upon the truth and accuracy of the foregoing acknowledgments, representations,
warranties and agreements and agrees that, if any of the acknowledgments,
representations, warranties or agreements deemed to have been made by it by its
purchase of the Capital Securities are no longer accurate, it shall promptly
notify the Company.

     2.11. The Purchaser understands that no public market exists for any of the
Capital Securities, and that it is unlikely that a public market will ever exist
for the Capital Securities.

                                   ARTICLE III

                                  MISCELLANEOUS

     3.1. Any notice or other communication given hereunder shall be deemed
sufficient if in writing and sent by registered or certified mail, return
receipt requested, international courier or delivered by hand against written
receipt therefor, or by facsimile transmission and confirmed by telephone, to
the following addresses, or such other address as may be furnished to the other
parties as herein provided:

          To the Offerors:    Exchange National Bancshares, Inc.
                              132 East High Street
                              Jefferson City, Missouri 65102
                              Attention: Kathleen Bruegenhemke
                              Fax: 573-761-6272

          To the Purchaser:   Preferred Term Securities XVII, Ltd.
                              c/o Maples Finance Limited
                              P.O. Box 1093 GT
                              Queensgate House
                              South Church Street


                                      A-3
<PAGE>
                              George Town, Grand Cayman
                              Cayman Islands
                              Attention: The Directors
                              Fax: 345-945-7100

          Unless otherwise expressly provided herein, notices shall be deemed to
have been given on the date of mailing, except notice of change of address,
which shall be deemed to have been given when received.

     3.2. This Agreement shall not be changed, modified or amended except by a
writing signed by the parties to be charged, and this Agreement may not be
discharged except by performance in accordance with its terms or by a writing
signed by the party to be charged.

     3.3. Upon the execution and delivery of this Agreement by the Purchaser,
this Agreement shall become a binding obligation of the Purchaser with respect
to the purchase of Capital Securities as herein provided.

     3.4. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY
OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT ALL THE TERMS AND
PROVISIONS HEREOF SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

     3.5. The parties agree to execute and deliver all such further documents,
agreements and instruments and take such other and further action as may be
necessary or appropriate to carry out the purposes and intent of this Agreement.

     3.6. This Agreement may be executed in one or more counterparts each of
which shall be deemed an original, but all of which shall together constitute
one and the same instrument.

     3.7. In the event that any one or more of the provisions contained herein,
or the application thereof in any circumstances, is held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions hereof shall not be in any way impaired or affected, it being
intended that all of the Offerors' and the Purchaser's rights and privileges
shall be enforceable to the fullest extent permitted by law.

                     Signatures appear on the following page


                                      A-4
<PAGE>
     IN WITNESS WHEREOF, I have set my hand the day and year first written
above.

PREFERRED TERM SECURITIES XVII, LTD.


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

     IN WITNESS WHEREOF, this Agreement is agreed to and accepted as of the day
and year first written above.

                                        EXCHANGE NATIONAL BANCSHARES, INC.


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


                                        EXCHANGE NATIONAL STATUTORY TRUST II


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


                                      A-5
<PAGE>
                                   EXHIBIT B-1

                         FORM OF COMPANY COUNSEL OPINION

                                 March 17, 2005

Preferred Term Securities XVII, Ltd.               FTN Financial Capital Markets
c/o Maples Finance Limited                         845 Crossover Lane, Suite 150
P. O. Box 1093 GT                                  Memphis, Tennessee 38117
Queensgate House
South Church Street
George Town, Grand Cayman
Cayman Islands

Wilmington Trust Company                           Keefe, Bruyette & Woods, Inc.
Rodney Square North                                787 7th Avenue
1100 North Market Street                           4th Floor
Wilmington, Delaware 19890-1600                    New York, New York 10019

Ladies and Gentlemen:

     We have acted as counsel to Exchange National Bancshares, Inc. (the
"Company"), a Missouri corporation in connection with a certain Placement
Agreement, dated March 9, 2005, (the "Placement Agreement"), between the Company
and Exchange National Statutory Trust II (the "Trust"), on one hand, and FTN
Financial Capital Markets and Keefe, Bruyette & Woods, Inc. (the "Placement
Agents"), on the other hand. Pursuant to the Placement Agreement, and subject to
the terms and conditions stated therein, the Trust will issue and sell to
Preferred Term Securities XVII, Ltd. (the "Purchaser"), $23,000,000.00 aggregate
principal amount of Fixed/Floating Rate Capital Securities (liquidation amount
$1,000.00 per capital security) (the "Capital Securities").

     Capitalized terms used herein and not otherwise defined shall have the same
meanings ascribed to them in the Placement Agreement.

     The law covered by the opinions expressed herein is limited to the law of
the United States of America and of the State of Missouri.

     We have made such investigations of law as, in our judgment, were necessary
to render the following opinions. We have also reviewed (a) the Company's
Articles of Incorporation, as amended, and its By-Laws, as amended; and (b) such
corporate documents, records, information and certificates of the Company and
the Subsidiaries, certificates of public officials or government authorities and
other documents as we have deemed necessary or appropriate as a basis for the
opinions hereinafter expressed. As to certain facts material to our opinions, we
have relied, with your permission, upon statements, certificates or
representations, including those delivered or made in connection with the
above-referenced transaction, of officers and other representatives of the
Company and the Subsidiaries and the Trust.

     As used herein, the phrases "to the best of our knowledge" or "known to us"
or other similar phrases mean the actual knowledge of the attorneys who have had
active involvement in the transactions described above or who have prepared or
signed this opinion letter, or who otherwise have devoted substantial attention
to legal matters for the Company.


                                      B-1-1
<PAGE>
     Based upon and subject to the foregoing and the further qualifications set
forth below, we are of the opinion as of the date hereof that:

     1. The Company is validly existing and in good standing under the laws of
the State of Missouri and is duly registered as a bank holding company under the
Bank Holding Company Act of 1956, as amended. Each of the Significant
Subsidiaries is validly existing and in good standing under the laws of its
jurisdiction of organization. Each of the Company and the Significant
Subsidiaries has full corporate power and authority to own or lease its
properties and to conduct its business as such business is currently conducted
in all material respects. To the best of our knowledge, all outstanding shares
of capital stock of the Significant Subsidiaries have been duly authorized and
validly issued, and are fully paid and nonassessable except to the extent such
shares may be deemed assessable under 12 U.S.C. Section 1831o or 12 U.S.C.
Section 55, and are owned of record and beneficially, directly or indirectly, by
the Company.

     2. The issuance, sale and delivery of the Debentures in accordance with the
terms and conditions of the Placement Agreement and the Operative Documents have
been duly authorized by all necessary actions of the Company. The issuance, sale
and delivery of the Debentures by the Company and the issuance, sale and
delivery of the Capital Securities and the Common Securities by the Trust do not
give rise to any preemptive or other rights to subscribe for or to purchase any
shares of capital stock or equity securities of the Company or the Significant
Subsidiaries pursuant to the corporate Articles of Incorporation or Charter,
By-Laws or other governing documents of the Company or the Significant
Subsidiaries, or, to the best of our knowledge, any agreement or other
instrument to which either the Company or the Subsidiaries is a party or by
which the Company or the Significant Subsidiaries may be bound.

     3. The Company has all requisite corporate power to enter into and perform
its obligations under the Placement Agreement and the Subscription Agreement,
and the Placement Agreement and the Subscription Agreement have been duly and
validly authorized, executed and delivered by the Company and constitute the
legal, valid and binding obligations of the Company enforceable in accordance
with their terms, except as the enforcement thereof may be limited by general
principles of equity and by bankruptcy or other laws affecting creditors' rights
generally, and except as the indemnification and contribution provisions thereof
may be limited under applicable laws and certain remedies may not be available
in the case of a non-material breach.

     4. Each of the Indenture, the Trust Agreement and the Guarantee Agreement
has been duly authorized, executed and delivered by the Company, and is a valid
and legally binding obligation of the Company enforceable in accordance with its
terms, subject to the effect of bankruptcy, insolvency, reorganization,
receivership, moratorium and other laws affecting the rights and remedies of
creditors generally and of general principles of equity.

     5. The Debentures have been duly authorized, executed and delivered by the
Company, are entitled to the benefits of the Indenture and are legal, valid and
binding obligations of the Company enforceable against the Company in accordance
with their terms, subject to the effect of bankruptcy, insolvency,
reorganization, receivership, moratorium and other laws affecting the rights and
remedies of creditors generally and of general principles of equity.

     6. To the best of our knowledge, neither the Company, the Trust, nor any of
the Subsidiaries is in breach or violation of, or default under, with or without
notice or lapse of time or both, its Articles of Incorporation or Charter,
By-Laws or other governing documents (including without limitation, the Trust
Agreement). The execution, delivery and performance of the Placement Agreement
and the Operative Documents and the consummation of the transactions
contemplated by the Placement Agreement and the


                                      B-1-2
<PAGE>
Operative Documents do not and will not (i) result in the creation or imposition
of any material lien, claim, charge, encumbrance or restriction upon any
property or assets of the Company or the Subsidiaries, or (ii) conflict with,
constitute a material breach or violation of, or constitute a material default
under, with or without notice or lapse of time or both, any of the terms,
provisions or conditions of (A) the Articles of Incorporation or Charter,
By-Laws or other governing documents of the Company or the Subsidiaries, or (B)
to the best of our knowledge, any material contract, indenture, mortgage, deed
of trust, loan or credit agreement, note, lease, franchise, license or any other
agreement or instrument to which the Company or the Subsidiaries is a party or
by which any of them or any of their respective properties may be bound or (C)
any order, decree, judgment, franchise, license, permit, rule or regulation of
any court, arbitrator, government, or governmental agency or instrumentality,
domestic or foreign, known to us having jurisdiction over the Company or the
Subsidiaries or any of their respective properties which, in the case of each of
(i) or (ii) above, is material to the Company and the Subsidiaries on a
consolidated basis.

     7. Except for filings, registrations or qualifications that may be required
by applicable securities laws, no authorization, approval, consent or order of,
or filing, registration or qualification with, any person (including, without
limitation, any court, governmental body or authority) is required under the
laws of the State of Missouri in connection with the transactions contemplated
by the Placement Agreement and the Operative Documents in connection with the
offer and sale of the Capital Securities as contemplated by the Placement
Agreement and the Operative Documents.

     8. To the best of our knowledge (i) no action, suit or proceeding at law or
in equity is pending or threatened to which the Company, the Trust or the
Subsidiaries are or may be a party, and (ii) no action, suit or proceeding is
pending or threatened against or affecting the Company, the Trust or the
Subsidiaries or any of their properties, before or by any court or governmental
official, commission, board or other administrative agency, authority or body,
or any arbitrator, wherein an unfavorable decision, ruling or finding could
reasonably be expected to have a material adverse effect on the consummation of
the transactions contemplated by the Placement Agreement and the Operative
Documents or the issuance and sale of the Capital Securities as contemplated
therein or the condition (financial or otherwise), earnings, affairs, business,
or results of operations of the Company, the Trust and the Subsidiaries on a
consolidated basis.

     9. Assuming the truth and accuracy of the representations and warranties of
the Placement Agents in the Placement Agreement and the Purchaser in the
Subscription Agreement, it is not necessary in connection with the offering,
sale and delivery of the Capital Securities, the Debentures and the Guarantee
Agreement (or the Guarantee) to register the same under the Securities Act of
1933, as amended, under the circumstances contemplated in the Placement
Agreement and the Subscription Agreement.

     10. Neither the Company nor the Trust is or after giving effect to the
offering and sale of the Capital Securities and the consummation of the
transactions described in the Placement Agreement will be, an "investment
company" or an entity "controlled" by an "investment company," in each case
within the meaning of the Investment Company Act of 1940, as amended, without
regard to Section 3(c) of such Act.

     The opinion expressed in the first two sentences of numbered paragraph 1 of
this opinion is based solely upon certain certificates and confirmations issued
by the applicable governmental officer or authority with respect to each of the
Company and the Significant Subsidiaries.

     With respect to the foregoing opinions, since no member of this firm is
actively engaged in the practice of law in the States of Delaware or New York,
we do not express any opinions as to the laws of


                                      B-1-3
<PAGE>
such states and have (i) relied, with your approval, upon the opinion of
Richards, Layton & Finger, P.A. with respect to matters of Delaware law and (ii)
assumed, with your approval and without rendering any opinion to such effect,
that the laws of the State of New York, in all respects material to this
opinion, are substantively identical to the laws of the State of Missouri,
without regard to conflict of law provisions.

     The opinions expressed herein are rendered to you solely pursuant to
Section 3.1(a) of the Placement Agreement. As such, they may be relied upon by
you only and may not be used or relied upon by any other person for any purpose
whatsoever without our prior written consent.

                                        Very truly yours,


                                      B-1-4
<PAGE>
                                   EXHIBIT B-2

                        FORM OF DELAWARE COUNSEL OPINION

To Each of the Persons
Listed on Schedule A Hereto

          Re: Exchange National Statutory Trust II

Ladies and Gentlemen:

          We have acted as special Delaware counsel for Exchange National
Statutory Trust II, a Delaware statutory trust (the "Trust"), in connection with
the matters set forth herein. At your request, this opinion is being furnished
to you.

          For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:

          (a) The Certificate of Trust of the Trust (the "Certificate of
Trust"), as filed in the office of the Secretary of State of the State of
Delaware (the "Secretary of State") on March 4, 2005;

          (b) The Declaration of Trust, dated as of March 4, 2005, among
Exchange National Bancshares, Inc., a Missouri corporation (the "Company"),
Wilmington Trust Company, a Delaware banking corporation ("WTC"), as trustee and
the administrators named therein (the "Administrators");

          (c) The Amended and Restated Declaration of Trust of the Trust, dated
as of March 17, 2005 (including the form of Capital Securities Certificate
attached thereto as Exhibit A-1 and the terms of the Capital Securities attached
as Annex I) (the "Declaration of Trust"), among the Company, as sponsor, WTC, as
Delaware trustee (the "Delaware Trustee") and institutional trustee (the
"Institutional Trustee"), the Administrators and the holders, from time to time,
of undivided beneficial interests in the assets of the Trust;

          (d) The Placement Agreement, dated March 9, 2005 (the "Placement
Agreement"), among the Company, the Trust, and FTN Financial Capital Markets and
Keefe, Bruyette & Woods, Inc., as placement agents;

          (e) The Subscription Agreement, dated March 17, 2005 (the
"Subscription Agreement"), among the Trust, the Company and Preferred Term
Securities XVII, Ltd. (the documents identified in items (c) through (e) being
collectively referred to as the "Operative Documents");

          (f) The Capital Securities being issued on the date hereof (the
"Capital Securities");

          (g) The Common Securities being issued on the date hereof (the "Common
Securities") (the documents identified in items (f) and (g) being collectively
referred to as the "Trust Securities"); and

          (h) A Certificate of Good Standing for the Trust, dated March 16,
2005, obtained from the Secretary of State.


                                      B-2-1
<PAGE>
          Capitalized terms used herein and not otherwise defined are used as
defined in the Declaration of Trust, except that reference herein to any
document shall mean such document as in effect on the date hereof. This opinion
is being delivered pursuant to Section 3.1 of the Placement Agreement.

          For purposes of this opinion, we have not reviewed any documents other
than the documents listed in paragraphs (a) through (h) above. In particular, we
have not reviewed any document (other than the documents listed in paragraphs
(a) through (h) above) that is referred to in or incorporated by reference into
the documents reviewed by us. We have assumed that there exists no provision in
any document that we have not reviewed that is inconsistent with the opinions
stated herein. We have conducted no independent factual investigation of our own
but rather have relied solely upon the foregoing documents, the statements and
information set forth therein and the additional matters recited or assumed
herein, all of which we have assumed to be true, complete and accurate in all
material respects.

          With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.

          For purposes of this opinion, we have assumed (i) that the Declaration
of Trust constitutes the entire agreement among the parties thereto with respect
to the subject matter thereof, including with respect to the creation,
operation, and termination of the Trust, and that the Declaration of Trust and
the Certificate of Trust are in full force and effect and have not been amended
further, (ii) that there are no proceedings pending or contemplated, for the
merger, consolidation, liquidation, dissolution or termination of the Trust,
(iii) except to the extent provided in paragraph 1 below, the due creation, due
formation or due organization, as the case may be, and valid existence in good
standing of each party to the documents examined by us under the laws of the
jurisdiction governing its creation, formation or organization, (iv) that each
party to the documents examined by us is qualified to do business in each
jurisdiction where such qualification is required generally or necessary in
order for such party to enforce its rights under the documents examined by us,
(v) the legal capacity of each natural person who is a party to the documents
examined by us, (vi) except to the extent set forth in paragraph 2 below, that
each of the parties to the documents examined by us has the power and authority
to execute and deliver, and to perform its obligations under, such documents,
(vii) except to the extent provided in paragraph 3 below, that each of the
parties to the documents examined by us has duly authorized, executed and
delivered such documents, (viii) the receipt by each Person to whom a Capital
Security is to be issued by the Trust (the "Capital Security Holders") of a
Capital Security Certificate for the Capital Security and the payment for the
Capital Securities acquired by it, in accordance with the Declaration of Trust
and the Subscription Agreement, (ix) that the Capital Securities are issued and
sold to the Holders of the Capital Securities in accordance with the Declaration
of Trust and the Subscription Agreement, (x) the receipt by the Person (the
"Common Securityholder") to whom the common securities of the Trust representing
common undivided beneficial interests in the assets of the Trust (the "Common
Securities" and, together with the Capital Securities, the "Trust Securities")
are to be issued by the Trust of a Common Security Certificate for the Common
Securities and the payment for the Common Securities acquired by it, in
accordance with the Declaration of Trust, (xi) that the Common Securities are
issued and sold to the Common Securityholder in accordance with the Declaration
of Trust, (xii) that each of the parties to the documents reviewed by us has
agreed to and received the stated consideration for the incurrence of its
obligations under such documents and (xiii) that each of the documents reviewed
by us (other than the Declaration of Trust) is a legal, valid, binding and
enforceable obligation of the parties thereto in accordance with the terms
thereof. We have not participated in the preparation of any offering materials
with respect to the Trust Securities and assume no responsibility for its
contents.


                                      B-2-2
<PAGE>
          This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder that are currently in effect.

          We express no opinion as to (i) the effect of suretyship defenses, or
defenses in the nature thereof, with respect to the obligations of any
applicable guarantor, joint obligor, surety, accommodation party, or other
secondary obligor or any provisions of the Declaration of Trust with respect to
indemnification or contribution and (ii) the accuracy or completeness of any
exhibits or schedules to the Operative Documents. No opinion is given herein as
to the choice of law or internal substantive rules of law that any court or
other tribunal may apply to the transactions contemplated by the Operative
Documents.

          We express no opinion as to the enforceability of any particular
provision of the Declaration of Trust or the other Operative Documents relating
to remedies after default.

          We express no opinion as to the enforceability of any particular
provision of any of the Operative Documents relating to (i) waivers of rights to
object to jurisdiction or venue, or consents to jurisdiction or venue, (ii)
waivers of rights to (or methods of) service of process, or rights to trial by
jury, or other rights or benefits bestowed by operation of law, (iii) waivers of
any applicable defenses, setoffs, recoupments, or counterclaims, (iv) waivers or
variations of provisions which are not capable of waiver or variation under the
Uniform Commercial Code ("UCC") of the State, (v) the grant of powers of
attorney to any person or entity, or (vi) exculpation or exoneration clauses,
indemnity clauses, and clauses relating to releases or waivers of unmatured
claims or rights.

          We have made no examination of, and no opinion is given herein as to
the Trustee's or the Trust's title to or other ownership rights in, or the
existence of any liens, charges or encumbrances on, or adverse claims against,
any asset or property held by the Institutional Trustee or the Trust. We express
no opinion as to the creation, validity, attachment, perfection or priority of
any mortgage, security interest or lien in any asset or property held by the
Institutional Trustee or the Trust.

          We express no opinion as to the effect of events occurring,
circumstances arising, or changes of law becoming effective or occurring, after
the date hereof on the matters addressed in this opinion letter, and we assume
no responsibility to inform you of additional or changed facts, or changes in
law, of which we may become aware.

          We express no opinion as to any requirement that any party to the
Operative Documents (or any other persons or entities purportedly entitled to
the benefits thereof) qualify or register to do business in any jurisdiction in
order to be able to enforce its rights thereunder or obtain the benefits
thereof.

          Based upon the foregoing, and upon our examination of such questions
of law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:

          1. The Trust has been duly created and is validly existing in good
standing as a statutory trust under the Delaware Statutory Trust Act (12 Del. C.
Section 3801, et seq.) (the "Act"). All filings required under the laws of the
State of Delaware with respect to the creation and valid existence of the Trust
as a statutory trust have been made.


                                     B-2-3
<PAGE>
          2. Under the Declaration of Trust and the Act, the Trust has the trust
power and authority to (A) execute and deliver the Operative Documents, (B)
perform its obligations under such Operative Documents and (C) issue the Trust
Securities.

          3. The execution and delivery by the Trust of the Operative Documents,
and the performance by the Trust of its obligations thereunder, have been duly
authorized by all necessary trust action on the part of the Trust.

          4. The Declaration of Trust constitutes a legal, valid and binding
obligation of the Company, the Trustees and the Administrators, and is
enforceable against the Company, the Trustees and the Administrators, in
accordance with its terms.

          5. Each of the Operative Documents constitutes a legal, valid and
binding obligation of the Trust, enforceable against the Trust, in accordance
with its terms.

          6. The Capital Securities have been duly authorized for issuance by
the Declaration of Trust, and, when duly executed and delivered to and paid for
by the purchasers thereof in accordance with the Declaration of Trust, the
Subscription Agreement and the Placement Agreement, the Capital Securities will
be validly issued, fully paid and, subject to the qualifications set forth in
paragraph 8 below, nonassessable undivided beneficial interests in the assets of
the Trust and will entitle the Capital Securities Holders to the benefits of the
Declaration of Trust. The issuance of the Capital Securities is not subject to
preemptive or other similar rights under the Act or the Declaration of Trust.

          7. The Common Securities have been duly authorized for issuance by the
Declaration of Trust and, when duly executed and delivered to the Company as
Common Security Holder in accordance with the Declaration of Trust, will be
validly issued, fully paid and, subject to paragraph 8 below and Section 9.1(b)
of the Declaration of Trust (which provides that the Holder of the Common
Securities are liable for debts and obligations of Trust), nonassessable
undivided beneficial interests in the assets of the Trust and will entitle the
Common Security Holder to the benefits of the Declaration of Trust. The issuance
of the Common Securities is not subject to preemptive or other similar rights
under the Act or the Declaration of Trust.

          8. Under the Declaration of Trust and the Act, the Holders of the
Capital Securities, as beneficial owners of the Trust, will be entitled to the
same limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the State
of Delaware. We note that the Holders of the Capital Securities and the Holder
of the Common Securities may be obligated, pursuant to the Declaration of Trust,
(A) to provide indemnity and/or security in connection with and pay taxes or
governmental charges arising from transfers or exchanges of Capital Security
Certificates and the issuance of replacement Capital Security Certificates, and
(B) to provide security or indemnity in connection with requests of or
directions to the Institutional Trustee to exercise its rights and powers under
the Declaration of Trust.

          9. Neither the execution, delivery and performance by the Trust of the
Operative Documents, nor the consummation by the Trust of any of the
transactions contemplated thereby, requires the consent or approval of, the
authorization of, the withholding of objection on the part of, the giving of
notice to, the filing, registration or qualification with, or the taking of any
other action in respect of, any governmental authority or agency of the State of
Delaware, other than the filing of the Certificate of Trust with the Secretary
of State (which Certificate of Trust has been duly filed).

          10. Neither the execution, delivery and performance by the Trust of
the Trust Documents, nor the consummation by the Trust of the transactions
contemplated thereby, (i) is in


                                     B-2-4
<PAGE>
violation of the Declaration of Trust or of any law, rule or regulation of the
State of Delaware applicable to the Trust or (ii) to the best of our knowledge,
without independent investigation, violates, contravenes or constitutes a
default under, or results in a breach of or in the creation of any lien (other
than as permitted by the Operative Documents) upon any property of the Trust
under any indenture, mortgage, chattel mortgage, deed of trust, conditional
sales contract, bank loan or credit agreement, license or other agreement or
instrument to which the Trust is a party or by which it is bound.

          11. Assuming that the Trust will not be taxable as a corporation for
federal income tax purposes, but rather will be classified for such purposes as
a grantor trust under Subpart E, Part I of Subchapter J of the Internal Revenue
Code of 1986, as amended, the Trust will not be subject to any tax, fee or
governmental charge under the laws of the State of Delaware.

          The opinions expressed in paragraph 4, 5, 6, 7 and 8 above are
subject, as to enforcement, to the effect upon the Declaration of Trust of (i)
bankruptcy, insolvency, moratorium, receivership, reorganization, liquidation,
fraudulent conveyance and transfer, and other similar laws relating to or
affecting the rights and remedies of creditors generally, (ii) principles of
equity, including applicable law relating to fiduciary duties (regardless of
whether considered and applied in a proceeding in equity or at law), and (iii)
the effect of applicable public policy on the enforceability of provisions
relating to indemnification or contribution.

          In basing the opinions set forth herein on "our knowledge," the words
"our knowledge" signify that no information has come to the attention of the
attorneys in the firm who are directly involved in the representation of the
Trust in this transaction that would give us actual knowledge that any such
opinions are not accurate. Except as otherwise stated herein, we have undertaken
no independent investigation or verification of such matters.

          We consent to your relying as to matters of Delaware law upon this
opinion in connection with the Placement Agreement. We also consent to Lewis,
Rice & Fingersh, L.C.'s and Stinson Morrison Hecker LLP's relying as to matters
of Delaware law upon this opinion in connection with opinions to be rendered by
them on the date hereof pursuant to the Placement Agreement. Except as stated
above, without our prior written consent, this opinion may not be furnished or
quoted to, or relied upon by, any other Person for any purpose.

                                Very truly yours,


                                     B-2-5
<PAGE>
                                   SCHEDULE A

Wilmington Trust Company

FTN Financial Capital Markets

Keefe, Bruyette & Woods, Inc.

Preferred Term Securities XVII, Ltd.

Preferred Term Securities XVII, Inc.

Exchange National Bancshares, Inc.


                                     B-2-6
<PAGE>
                                   EXHIBIT B-3

                           FORM OF TAX COUNSEL OPINION

Exchange National Bancshares, Inc.
132 East High Street
Jefferson City, Missouri 65102

Exchange National Statutory Trust II
c/o Exchange National Bancshares, Inc.
132 East High Street
Jefferson City, Missouri 65102

FTN Financial Capital Markets
845 Crossover Lane, Suite 150
Memphis, Tennessee 38117

Keefe, Bruyette & Woods, Inc.
787 7th Avenue
4th Floor
New York, New York 10019

Ladies and Gentlemen:

     We have acted as special tax counsel to Exchange National Bancshares, Inc.
and to Exchange National Statutory Trust II in connection with the proposed
issuance of (i) Fixed/Floating Rate Capital Securities, liquidation amount
$1,000.00 per Capital Security (the "Capital Securities") of Exchange National
Statutory Trust II, a statutory business trust created under the laws of
Delaware (the "Trust"), pursuant to the terms of the Amended and Restated
Declaration of Trust dated as of the date hereof by Exchange National
Bancshares, Inc., a Missouri corporation (the "Company"), Wilmington Trust
Company, as Delaware trustee, Wilmington Trust Company, as institutional
trustee, and Kathleen Bruegenhemke, James E. Smith and David T. Turner, as
Administrators (the "Trust Agreement"), (ii) Junior Subordinated Deferrable
Interest Debentures (the "Corresponding Debentures") of the Company issued
pursuant to the terms of an Indenture dated as of the date hereof from the
Company to Wilmington Trust Company, as trustee (the "Indenture"), which
Debentures are to be sold by the Company to the Trust, and (iii) the Guarantee
Agreement of the Company with respect to the Capital Securities dated as of the
date hereof (the "Guarantee") between the Company and Wilmington Trust Company,
as guarantee trustee. The Capital Securities and the Corresponding Debentures
are to be issued as contemplated by the Offering Circular (the "Offering
Circular") dated March 9, 2005 prepared by Preferred Term Securities XVII, Ltd.,
an entity formed under the Companies Law of the Cayman Islands, and Preferred
Term Securities XVII, Inc., a Delaware corporation.

     We have examined originals or copies, certified or otherwise identified to
our satisfaction, of documents, corporate records and other instruments as we
have deemed necessary or appropriate for purposes of this opinion including (i)
the Offering Circular, (ii) the Indenture, (iii) the form of the Corresponding
Debentures attached as an exhibit to the Indenture, (iv) the Trust Agreement,
(v) the Guarantee, and (vi) the form of Capital Securities Certificate attached
as an exhibit to the Trust Agreement (collectively the "Documents").
Furthermore, we have relied upon certain representations made by the Company and
upon the opinion of Richards, Layton & Finger, P.A. as to certain matters of
Delaware law. In such examination, we have assumed the authenticity of all
documents submitted to us


                                     B-3-1
<PAGE>
as originals, the conformity to original documents of all documents submitted to
us as certified or photostatic copies, the authenticity of the originals of such
latter documents, the genuineness of all signatures and the correctness of all
representations made therein. We have further assumed that there are no
agreements or understandings contemplated therein other than those contained in
the Documents.

     Based upon the foregoing, and assuming (i) that the final Documents will be
substantially identical to the forms examined, (ii) full compliance with all the
terms of the final Documents, and (iii) the accuracy of representations made by
the Company and delivered to us, we are of the opinion that:

     (a)  The Corresponding Debentures will be classified as indebtedness of the
          Company for U.S. federal income tax purposes.

     (b)  The Trust will be characterized as a grantor trust and not as an
          association taxable as a corporation for U.S. federal income tax
          purposes.

     The opinions expressed above are based on existing provisions of the
Internal Revenue Code of 1986, as amended (the "Code"), existing Treasury
regulations, published interpretations by the Internal Revenue Service of the
Code and such Treasury regulations, and existing court decisions, any of which
could be changed at any time. Any such changes may or may not be retroactively
applied, and may result in federal income tax consequences that differ from
those reflected in the opinions set forth above. We note that there is no
authority directly on point dealing with securities such as the Capital
Securities or with transactions of the type described herein, and that the
authorities on which this opinion is based are subject to various
interpretations. Further, you should be aware that opinions of counsel have no
official status and are not binding on the Internal Revenue Service or the
courts. Accordingly, we can provide no assurance that the interpretation of the
federal income tax laws set forth in our opinions will prevail if challenged by
the IRS in an administrative or judicial proceeding.

     We have also assumed that each transaction contemplated herein will be
carried out strictly in accordance with the Documents. Any variance in the facts
may result in Federal income tax consequences that differ from those reflected
in the opinions set forth above.

     Additionally, we undertake no obligation to update this opinion in the
event there is either a change in the legal authorities, in the facts (including
the taking of any action by any party to any of the transactions described in
the Documents relating to such transactions) or in the Documents on which this
opinion is based, or an inaccuracy in any of the representations upon which we
have relied in rendering this opinion.

     We express no opinion with respect to any matter not specifically addressed
by the foregoing opinions, including state or local tax consequences, or any
federal, state, or local issue not specifically referred to and discussed above
including, without limitation, the effect on the matters covered by this opinion
of the laws of any other jurisdiction.

     This letter is delivered for the benefit of the specified addressees and
may not be relied upon by any other person. No portion of this letter may be
quoted or otherwise referred to in any document or delivered to any other person
or entity without the express written consent of Lewis, Rice & Fingersh, L.C.
This opinion letter is rendered as of the date set forth above.

                                        Very truly yours,

                                        LEWIS, RICE & FINGERSH, L.C.


                                      B-3-2
<PAGE>
Lewis, Rice & Fingersh, L.C.
500 N. Broadway, Suite 2000
St. Louis, Missouri 63102
Attention: Lawrence H. Weltman, Esq.

     RE: REPRESENTATIONS CONCERNING THE ISSUANCE OF JUNIOR SUBORDINATED
         DEFERRABLE INTEREST DEBENTURES (THE "DEBENTURES") TO EXCHANGE NATIONAL
         STATUTORY TRUST II (THE "TRUST") AND SALE OF TRUST SECURITIES (THE
         "TRUST SECURITIES") OF THE TRUST

Ladies and Gentlemen:

     In accordance with your request, Exchange National Bancshares, Inc. (the
"Company") hereby makes the following representations in connection with the
preparation of your opinion letter as to the United States federal income tax
consequences of the issuance by the Company of the Debentures to the Trust and
the sale of the Trust Securities.

     Company hereby represents that:

     1. The sole assets of the Trust will be the Debentures, any interest paid
on the Debentures to the extent not distributed, proceeds of the Debentures, or
any of the foregoing.

     2. The Company intends to use the net proceeds from the sale of the
Debentures for general corporate purposes.

     3. The Trust was not formed to conduct any trade or business and is not
authorized to conduct any trade or business. The Trust exists for the exclusive
purposes of (i) issuing and selling the Trust Securities, (ii) using the
proceeds from the sale of Trust Securities to acquire the Debentures, and (iii)
engaging only in activities necessary or incidental thereto.

     4. The Trust was formed to facilitate direct investment in the assets of
the Trust, and the existence of multiple classes of ownership is incidental to
that purpose. There is no intent to provide holders of such interests in the
Trust with diverse interests in the assets of the Trust.

     5. The Company intends to create a debtor-creditor relationship between the
Company, as debtor, and the Trust, as a creditor, upon the issuance and sale of
the Debentures to the Trust by the Company. The Company will (i) record and at
all times continue to reflect the Debentures as indebtedness on its separate
books and records for financial accounting purposes, and (ii) treat the
Debentures as indebtedness for all United States tax purposes.

     6. During each year, the Trust's income will consist solely of payments
made by the Company with respect to the Debentures. Such payments will not be
derived from the active conduct of a financial business by the Trust. Both the
Company's obligation to make such payments and the measurement of the amounts
payable by the Company are defined by the terms of the Debentures. Neither the
Company's obligation to make such payments nor the measurement of the amounts
payable by the Company is dependent on income or profits of Company or any
affiliate of the Company.

     7. The Company expects that it will be able to make, and will make, timely
payment of amounts identified by the Debentures as principal and interest in
accordance with the terms of the Debentures with available capital or
accumulated earnings.


                                      B-3-3
<PAGE>
     8. The Company presently has no intention to defer interest payments on the
Debentures, and it considers the likelihood of such a deferral to be remote
because, if it were to exercise its right to defer payments of interest with
respect to the Debentures, it would not be permitted to declare or pay any
dividends or distributions on, or redeem, purchase, acquire, or make a
liquidation payment with respect to, any capital stock of the Company or any
affiliate of the Company (other than payments of dividends or distributions to
the Company) or make any payment of principal of or interest or premium, if any,
on or repay, repurchase, or redeem any debt securities of the Company or any
affiliate of the Company that rank pari passu in all respects with or junior in
interest to the Debentures, in each case subject to limited exceptions stated in
Section 2.11 of the Indenture to be entered into in connection with the issuance
of the Debentures.

     9. Immediately after the issuance of the Debentures, the debt-to-equity
ratio of the Company (as determined for financial accounting purposes, but
excluding deposit liabilities from the Company's debt) will be within standard
depository institution industry norms and, in any event, will be no higher than
four to one (4 : 1).

     10. To the best of our knowledge, the Company is currently in compliance
with all federal, state, and local capital requirements, except to the extent
that failure to comply with any such requirements would not have a material
adverse effect on the Company and its affiliates.

     11. The Company will not issue any class of common stock or preferred stock
senior to the Debentures during their term.

     12. The Internal Revenue Service has not challenged the interest deduction
on any class of the Company's subordinated debt in the last ten (10) years on
the basis that such debt constitutes equity for federal income tax purposes.

     The above representations are accurate as of the date below and will
continue to be accurate through the issuance of the Trust Securities, unless you
are otherwise notified by us in writing. The undersigned understands that you
will rely on the foregoing in connection with rendering certain legal opinions,
and possesses the authority to make the representations set forth in this letter
on behalf of the Company.

                                        Very truly yours,

                                        EXCHANGE NATIONAL BANCSHARES, INC.


Date: March 11, 2005                    By:
                                            ------------------------------------
                                        Title:
                                               ---------------------------------


                                     B-3-4
<PAGE>
                                    EXHIBIT C

                            SIGNIFICANT SUBSIDIARIES

ENB Holdings, Inc.

The Exchange National Bank of Jefferson City

Mid Central Bancorp, Inc.

Osage Valley Bank

Union State Bancshares, Inc.

Citizens Union State Bank and Trust


                                      C-1
<PAGE>
                                    EXHIBIT D

                            FORM OF QUARTERLY REPORT

Preferred Term Securities XVII, Ltd.
c/o The Bank of New York
Collateralized Debt Obligation Group
101 Barclay Street, 8E
New York, New York 10286
Attention: Franco B. Talavera
CDO Relationship Manager

BANK HOLDING COMPANY
As of [March 31, June 30, September 30 or December 31], 20__

<TABLE>
<S>                                         <C>
Tier 1 to Risk Weighted Assets               _________%

Ratio of Double Leverage                     _________%

Non-Performing Assets to Loans and OREO      _________%

Ratio of Reserves to Non-Performing Loans    _________%

Ratio of Net Charge-Offs to Loans            _________%

Return on Average Assets (annualized)**      _________%

Net Interest Margin (annualized)**           _________%

Efficiency Ratio                             _________%

Ratio of Loans to Assets                     _________%

Ratio of Loans to Deposits                   _________%

Total Assets                                $_________

Year to Date Income                         $_________
</TABLE>

- ----------
*    A table describing the quarterly report calculation procedures is provided
     on page D-2

**   To annualize Return on Average Assets and Net Interest Margin do the
     following:

1st  Quarter-multiply income statement item by 4, then divide by balance sheet
     item(s)

2nd  Quarter-multiply income statement item by 2, then divide by balance sheet
     item(s)

3rd  Quarter-divide income statement item by 3, then multiply by 4, then divide
     by balance sheet item(s)

4th  Quarter-should already be an annual number

NO ADJUSTMENT SHOULD BE MADE TO BALANCE SHEET ITEMS


                                      D-1
<PAGE>
                              Financial Definitions

<TABLE>
<CAPTION>
                    CORRESPONDING FRY-9C OR LP LINE ITEMS
REPORT ITEM         WITH LINE ITEM CORRESPONDING SCHEDULES             DESCRIPTION OF CALCULATION
- -----------         --------------------------------------             --------------------------
<S>                 <C>                                      <C>
"Tier 1 Capital"    BHCK7206                                 Tier 1 Risk Ratio: Core Capital (Tier 1)/
to Risk Weighted    Schedule HC-R                            Risk- Adjusted Assets
Assets

Ratio of Double     (BHCP0365)/(BHCP3210)                    Total equity investments in subsidiaries
Leverage            Schedule PC in the LP                    divided by the total equity capital. This
                                                             field is calculated at the parent company
                                                             level. "Subsidiaries" include bank, bank
                                                             holding company and nonbank subsidiaries.

Non-Performing      (BHCK5525-BHCK3506+BHCK5526-             Total Nonperforming Assets (NPLs+Foreclosed
Assets to Loans     BHCK3507+BHCK2744)/(BHCK2122+BHCK2       Real Estate+Other Nonaccrual & Repossessed
and OREO            744) Schedules HC-C, HC-M & HC-N         Assets)/ Total Loans + Foreclosed Real Estate


Ratio of Reserves   (BHCK3123+BHCK3128)/(BHCK5525-           Total Loan Loss and Allocated Transfer Risk
to Non-Performing   BHCK3506+BHCK5526-BHCK3507)              Reserves/ Total Nonperforming Loans
Loans               Schedules HC & HC-N                      (Nonaccrual + Restructured)

Ratio of Net        (BHCK4635-BHCK4605)/(BHCK3516)           Net charge offs for the period as a
Charge-Offs to      Schedules HI-B & HC-K                    percentage of average loans.
Loans

Return on Assets    (BHCK4340/BHCK3368)                      Net Income as a percentage of Assets.
                    Schedules HI & HC-K

Net Interest        (BHCK4519)/(BHCK3515+BHCK3365+BHCK       (Net Interest Income Fully Taxable
Margin              3516+BHCK3401+BHCKB985)                  Equivalent, if available / Average Earning
                    Schedules HI Memorandum and HC-K         Assets)

Efficiency Ratio    (BHCK4093)/(BHCK4519+BHCK4079)           (Noninterest Expense)/ (Net Interest Income
                    Schedule HI                              Fully Taxable Equivalent, if available, plus
                                                             Noninterest Income)

Ratio of Loans to   (BHCKB528+BHCK5369)/BHCK2170)            Total Loans & Leases (Net of Unearned Income
Assets              Schedule HC                              & Gross of Reserve)/ Total Assets

Ratio of Loans to   (BHCKB528+BHCK5369)/(BHDM6631+BHD        Total Loans & Leases (Net of Unearned Income
Deposits            M6636+BHFN6631+BHFN6636)                 & Gross of Reserve)/ Total Deposits (Includes
                    Schedule HC                              Domestic and Foreign Deposits)

Total Assets        (BHCK2170)                               The sum of total assets. Includes cash and
                    Schedule HC                              balances due from depository institutions;
                                                             securities; federal funds sold and securities
                                                             purchased under agreements to resell; loans
                                                             and lease financing receivables; trading
                                                             assets; premises and fixed assets; other real
                                                             estate owned; investments in unconsolidated
                                                             subsidiaries and associated companies;
                                                             customer's liability on acceptances
                                                             outstanding; intangible assets; and other
                                                             assets.

Net Income          (BHCK4300)                               The sum of income (loss) before extraordinary
                    Schedule HI                              items and other adjustments and extraordinary
                                                             items; and other adjustments, net of income
                                                             taxes.
</TABLE>


                                       D-2
<PAGE>
                       Exchange National Bancshares, Inc.
                               Disclosure Schedule
                                     TO THE
                               PLACEMENT AGREEMENT

SECTION 5.10 SUBSIDIARIES OF THE COMPANY - All of the issued and outstanding
shares of common stock of ENB Holdings, Inc., a Missouri corporation, Citizens
Union State Bank and Trust, and the Exchange National Bank of Jefferson City
have been pledged as security to U.S. Bank, N.A. pursuant to the terms of that
certain Revolving Credit Agreement dated as of December 23, 2002, among the
Company, and U.S. Bank, N.A.


                                        1
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>4
<FILENAME>c94951exv10w4.txt
<DESCRIPTION>INDENTURE
<TEXT>
<PAGE>
                                                                    Exhibit 10.4

================================================================================

                       EXCHANGE NATIONAL BANCSHARES, INC.,
                                    AS ISSUER

                                    INDENTURE

                           DATED AS OF MARCH 17, 2005

                            WILMINGTON TRUST COMPANY,
                                   AS TRUSTEE

           FIXED/FLOATING RATE JUNIOR SUBORDINATED DEFERRABLE INTEREST
                                   DEBENTURES

                                    DUE 2035

================================================================================
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                 <C>                                                     <C>
ARTICLE I. DEFINITIONS...................................................     1
   Section 1.1.     Definitions..........................................     1

ARTICLE II. DEBENTURES...................................................     8
   Section 2.1.     Authentication and Dating............................     8
   Section 2.2.     Form of Trustee's Certificate of Authentication......     9
   Section 2.3.     Form and Denomination of Debentures..................     9
   Section 2.4.     Execution of Debentures..............................     9
   Section 2.5.     Exchange and Registration of Transfer of
                    Debentures...........................................    10
   Section 2.6.     Mutilated, Destroyed, Lost or Stolen Debentures......    12
   Section 2.7.     Temporary Debentures.................................    12
   Section 2.8.     Payment of Interest and Additional Interest. ........    13
   Section 2.9.     Cancellation of Debentures Paid, etc. ...............    14
   Section 2.10.    Computation of Interest..............................    14
   Section 2.11.    Extension of Interest Payment Period.................    15
   Section 2.12.    CUSIP Numbers........................................    16

ARTICLE III. PARTICULAR COVENANTS OF THE COMPANY.........................    17
   Section 3.1.     Payment of Principal, Premium and Interest;
                    Agreed Treatment of the Debentures...................    17
   Section 3.2.     Offices for Notices and Payments, etc. ..............    17
   Section 3.3.     Appointments to Fill Vacancies in Trustee's Office...    18
   Section 3.4.     Provision as to Paying Agent.........................    18
   Section 3.5.     Certificate to Trustee...............................    19
   Section 3.6.     Additional Sums......................................    19
   Section 3.7.     Compliance with Consolidation Provisions.............    19
   Section 3.8.     Limitation on Dividends..............................    19
   Section 3.9.     Covenants as to the Trust............................    20
   Section 3.10.    Additional Junior Indebtedness.......................    20

ARTICLE IV. SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY
   AND THE TRUSTEE.......................................................    20
   Section 4.1.     Securityholders' Lists...............................    20
   Section 4.2.     Preservation and Disclosure of Lists.................    21

ARTICLE V. REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS UPON
   AN EVENT OF DEFAULT...................................................    22
   Section 5.1.     Events of Default....................................    22
   Section 5.2.     Payment of Debentures on Default; Suit Therefor......    23
   Section 5.3.     Application of Moneys Collected by Trustee...........    25
   Section 5.4.     Proceedings by Securityholders. .....................    25
   Section 5.5.     Proceedings by Trustee...............................    25
   Section 5.6.     Remedies Cumulative and Continuing; Delay or
                    Omission Not a Waiver................................    26
</TABLE>


                                        i
<PAGE>
<TABLE>
<S>                 <C>                                                      <C>
   Section 5.7.     Direction of Proceedings and Waiver of Defaults by
                    Majority of Securityholders..........................    26
   Section 5.8.     Notice of Defaults...................................    26
   Section 5.9.     Undertaking to Pay Costs.............................    27

ARTICLE VI. CONCERNING THE TRUSTEE.......................................    27
   Section 6.1.     Duties and Responsibilities of Trustee...............    27
   Section 6.2.     Reliance on Documents, Opinions, etc.................    28
   Section 6.3.     No Responsibility for Recitals, etc..................    29
   Section 6.4.     Trustee, Authenticating Agent, Paying Agents,
                    Transfer Agents or Registrar May Own Debentures......    29
   Section 6.5.     Moneys to be Held in Trust...........................    29
   Section 6.6.     Compensation and Expenses of Trustee. ...............    29
   Section 6.7.     Officers' Certificate as Evidence....................    30
   Section 6.8.     Eligibility of Trustee...............................    30
   Section 6.9.     Resignation or Removal of Trustee ...................    31
   Section 6.10.    Acceptance by Successor Trustee. ....................    32
   Section 6.11.    Succession by Merger, etc............................    32
   Section 6.12.    Authenticating Agents................................    33

ARTICLE VII. CONCERNING THE SECURITYHOLDERS..............................    33
   Section 7.1.     Action by Securityholders............................    33
   Section 7.2.     Proof of Execution by Securityholders................    34
   Section 7.3.     Who Are Deemed Absolute Owners.......................    34
   Section 7.4.     Debentures Owned by Company Deemed Not Outstanding...    34
   Section 7.5.     Revocation of Consents; Future Holders Bound.........    35

ARTICLE VIII. SECURITYHOLDERS' MEETINGS .................................    35
   Section 8.1.     Purposes of Meetings.................................    35
   Section 8.2.     Call of Meetings by Trustee..........................    35
   Section 8.3.     Call of Meetings by Company or Securityholders.......    36
   Section 8.4.     Qualifications for Voting............................    36
   Section 8.5.     Regulations..........................................    36
   Section 8.6.     Voting...............................................    36
   Section 8.7.     Quorum; Actions......................................    37

ARTICLE IX. SUPPLEMENTAL INDENTURES......................................    37
   Section 9.1.     Supplemental Indentures without Consent
                    of Securityholders...................................    37
   Section 9.2.     Supplemental Indentures with Consent
                    of Securityholders...................................    39
   Section 9.3.     Effect of Supplemental Indentures....................    39
   Section 9.4.     Notation on Debentures...............................    39
   Section 9.5.     Evidence of Compliance of Supplemental Indenture to
                    be Furnished to Trustee..............................    40

ARTICLE X. REDEMPTION OF SECURITIES......................................    40
   Section 10.1.    Optional Redemption..................................    40
   Section 10.2.    Special Event Redemption.............................    40
   Section 10.3.    Notice of Redemption; Selection of Debentures........    40
   Section 10.4.    Payment of Debentures Called for Redemption..........    41
</TABLE>


                                       ii
<PAGE>
<TABLE>
<S>                 <C>                                                      <C>
ARTICLE XI. CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE............    41
   Section 11.1.    Company May Consolidate, etc., on Certain Terms......    41
   Section 11.2.    Successor Entity to be Substituted...................    42
   Section 11.3.    Opinion of Counsel to be Given to Trustee............    42

ARTICLE XII. SATISFACTION AND DISCHARGE OF INDENTURE.....................    42
   Section 12.1.    Discharge of Indenture...............................    42
   Section 12.2.    Deposited Moneys to be Held in Trust by Trustee......    43
   Section 12.3.    Paying Agent to Repay Moneys Held....................    43
   Section 12.4.    Return of Unclaimed Moneys...........................    43

ARTICLE XIII. IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
   OFFICERS AND DIRECTORS................................................    43
   Section 13.1.    Indenture and Debentures Solely Corporate
                    Obligations..........................................    43

ARTICLE XIV. MISCELLANEOUS PROVISIONS....................................    44
   Section 14.1.    Successors...........................................    44
   Section 14.2.    Official Acts by Successor Entity....................    44
   Section 14.3.    Surrender of Company Powers..........................    44
   Section 14.4.    Addresses for Notices, etc...........................    44
   Section 14.5.    Governing Law........................................    44
   Section 14.6.    Evidence of Compliance with Conditions Precedent.....    44
   Section 14.7.    Table of Contents, Headings, etc.....................    45
   Section 14.8.    Execution in Counterparts............................    45
   Section 14.9.    Separability.........................................    45
   Section 14.10.   Assignment...........................................    45
   Section 14.11.   Acknowledgment of Rights.............................    45

ARTICLE XV. SUBORDINATION OF DEBENTURES..................................    45
   Section 15.1.    Agreement to Subordinate.............................    45
   Section 15.2.    Default on Senior Indebtedness.......................    46
   Section 15.3.    Liquidation, Dissolution, Bankruptcy.................    46
   Section 15.4.    Subrogation..........................................    47
   Section 15.5.    Trustee to Effectuate Subordination..................    48
   Section 15.6.    Notice by the Company................................    48
   Section 15.7.    Rights of the Trustee; Holders of Senior
                    Indebtedness.........................................    49
   Section 15.8.    Subordination May Not Be Impaired....................    49

Exhibit A           Form of Fixed/Floating Rate Junior Subordinated
                    Deferrable Interest Debenture
</TABLE>


                                       iii
<PAGE>
     THIS INDENTURE, dated as of March 17, 2005, between Exchange National
Bancshares, Inc., a Missouri corporation (the "Company"), and Wilmington Trust
Company, a Delaware banking corporation, as debenture trustee (the "Trustee").

                                   WITNESSETH:

     WHEREAS, for its lawful corporate purposes, the Company has duly authorized
the issuance of its Fixed/Floating Rate Junior Subordinated Deferrable Interest
Debentures due 2035 (the "Debentures") under this Indenture to provide, among
other things, for the execution and authentication, delivery and administration
thereof, and the Company has duly authorized the execution of this Indenture;
and

     WHEREAS, all acts and things necessary to make this Indenture a valid
agreement according to its terms, have been done and performed;

     NOW, THEREFORE, This Indenture Witnesseth:

     In consideration of the premises, and the purchase of the Debentures by the
holders thereof, the Company covenants and agrees with the Trustee for the equal
and proportionate benefit of the respective holders from time to time of the
Debentures as follows:

                                   ARTICLE I.
                                  DEFINITIONS

     SECTION 1.1. DEFINITIONS. The terms defined in this Section 1.1 (except as
herein otherwise expressly provided or unless the context otherwise requires)
for all purposes of this Indenture and of any indenture supplemental hereto
shall have the respective meanings specified in this Section 1.1. All accounting
terms used herein and not expressly defined shall have the meanings assigned to
such terms in accordance with generally accepted accounting principles and the
term "generally accepted accounting principles" means such accounting principles
as are generally accepted in the United States at the time of any computation.
The words "herein," "hereof" and "hereunder" and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section or
other subdivision.

     "Acceleration Event of Default" means an Event of Default under Section
5.1(a), (d), (e) or (f), whatever the reason for such Acceleration Event of
Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body.

     "Additional Interest" has the meaning set forth in Section 2.11.

     "Additional Junior Indebtedness" means, without duplication and other than
the Debentures, any indebtedness, liabilities or obligations of the Company, or
any Subsidiary of the Company, under debt securities (or guarantees in respect
of debt securities) initially issued after the date of this Indenture to any
trust, or a trustee of a trust, partnership or other entity affiliated with the
Company that is, directly or indirectly, a finance subsidiary (as such term is
defined in Rule 3a-5 under the Investment Company Act of 1940) or other
financing vehicle of the Company or any Subsidiary of the Company in connection
with the issuance by that entity of preferred securities or other securities
that are eligible to qualify for Tier 1 capital treatment (or its then
equivalent) for purposes of the capital adequacy guidelines of the Federal
Reserve, as then in effect and applicable to the Company (or, if the Company is
not a bank holding company, such guidelines applied to the Company as if the
Company were subject to such guidelines); provided, however, that the inability
of the Company to treat all or any portion of the Additional Junior Indebtedness
as Tier 1 capital shall not disqualify it as Additional Junior Indebtedness if
such inability results from the Company having cumulative preferred stock,
minority interests in consolidated


                                        1
<PAGE>
subsidiaries, or any other class of security or interest which the Federal
Reserve now or may hereafter accord Tier 1 capital treatment (including the
Debentures) in excess of the amount which may qualify for treatment as Tier 1
capital under applicable capital adequacy guidelines.

     "Additional Sums" has the meaning set forth in Section 3.6.

     "Affiliate" has the same meaning as given to that term in Rule 405 of the
Securities Act or any successor rule thereunder.

     "Authenticating Agent" means any agent or agents of the Trustee which at
the time shall be appointed and acting pursuant to Section 6.12.

     "Bankruptcy Law" means Title 11, U.S. Code, or any similar federal or state
law for the relief of debtors.

     "Board of Directors" means the board of directors or the executive
committee or any other duly authorized designated officers of the Company.

     "Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such
certification and delivered to the Trustee.

     "Business Day" means any day other than a Saturday, Sunday or any other day
on which banking institutions in New York City or Wilmington, Delaware are
permitted or required by any applicable law or executive order to close.

     "Capital Securities" means undivided beneficial interests in the assets of
the Trust which rank pari passu with Common Securities issued by the Trust;
provided, however, that upon the occurrence and continuance of an Event of
Default (as defined in the Declaration), the rights of holders of such Common
Securities to payment in respect of distributions and payments upon liquidation,
redemption and otherwise are subordinated to the rights of holders of such
Capital Securities.

     "Capital Securities Guarantee" means the guarantee agreement that the
Company enters into with Wilmington Trust Company, as guarantee trustee, or
other Persons that operates directly or indirectly for the benefit of holders of
Capital Securities of the Trust.

     "Capital Treatment Event" means the receipt by the Company and the Trust of
an opinion of counsel experienced in such matters to the effect that, as a
result of the occurrence of any amendment to, or change (including any announced
prospective change) in, the laws, rules or regulations of the United States or
any political subdivision thereof or therein, or as the result of any official
or administrative pronouncement or action or decision interpreting or applying
such laws, rules or regulations, which amendment or change is effective or which
pronouncement, action or decision is announced on or after the date of original
issuance of the Debentures, there is more than an insubstantial risk that the
Company will not, within 90 days of the date of such opinion, be entitled to
treat an amount equal to the aggregate liquidation amount of the Capital
Securities as "Tier 1 Capital" (or its then equivalent) for purposes of the
capital adequacy guidelines of the Federal Reserve, as then in effect and
applicable to the Company (or if the Company is not a bank holding company, such
guidelines applied to the Company as if the Company were subject to such
guidelines); provided, however, that the inability of the Company to treat all
or any portion of the liquidation amount of the Capital Securities as Tier l
Capital shall not constitute the basis for a Capital Treatment Event, if such
inability results from the Company having cumulative preferred stock, minority
interests in consolidated subsidiaries, or any other class of security or
interest which the Federal Reserve or OTS, as applicable, may now or hereafter
accord Tier 1 Capital treatment in excess of


                                        2
<PAGE>
the amount which may now or hereafter qualify for treatment as Tier 1 Capital
under applicable capital adequacy guidelines; provided further, however, that
the distribution of Debentures in connection with the liquidation of the Trust
shall not in and of itself constitute a Capital Treatment Event unless such
liquidation shall have occurred in connection with a Tax Event or an Investment
Company Event. For purposes of this definition, the rule designated "Risk-Based
Capital Standards: Trust Preferred Securities and the Definition of Capital"
issued by the Federal Reserve on March 1, 2005 shall be deemed to have been
issued and effective prior to the date of this Indenture and shall not be deemed
to constitute a Capital Treatment Event.

     "Certificate" means a certificate signed by any one of the principal
executive officer, the principal financial officer or the principal accounting
officer of the Company.

     "Common Securities" means undivided beneficial interests in the assets of
the Trust which rank pari passu with Capital Securities issued by the Trust;
provided, however, that upon the occurrence and continuance of an Event of
Default (as defined in the Declaration), the rights of holders of such Common
Securities to payment in respect of distributions and payments upon liquidation,
redemption and otherwise are subordinated to the rights of holders of such
Capital Securities.

     "Company" means Exchange National Bancshares, Inc., a Missouri corporation,
and, subject to the provisions of Article XI, shall include its successors and
assigns.

     "Comparable Treasury Issue" means with respect to any Special Redemption
Date the United States Treasury security selected by the Quotation Agent as
having a maturity comparable to the Fixed Rate Period Remaining Life that would
be utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the Fixed Rate Period Remaining Life. If no United States Treasury
security has a maturity which is within a period from three months before to
three months after the Interest Payment Date in March 2010, the two most closely
corresponding fixed, non-callable United States Treasury securities, as selected
by the Quotation Agent, shall be used as the Comparable Treasury Issue, and the
Treasury Rate shall be interpolated or extrapolated on a straight-line basis,
rounding to the nearest month using such securities.

     "Comparable Treasury Price" means (a) the average of five Reference
Treasury Dealer Quotations for such Special Redemption Date, after excluding the
highest and lowest such Reference Treasury Dealer Quotations, or (b) if the
Quotation Agent obtains fewer than five such Reference Treasury Dealer
Quotations, the average of all such Quotations.

     "Coupon Rate" has the meaning set forth in Section 2.8.

     "Debenture" or "Debentures" has the meaning stated in the first recital of
this Indenture.

     "Debenture Register" has the meaning specified in Section 2.5.

     "Declaration" means the Amended and Restated Declaration of Trust of the
Trust, as amended or supplemented from time to time.

     "Default" means any event, act or condition that with notice or lapse of
time, or both, would constitute an Event of Default.

     "Defaulted Interest" has the meaning set forth in Section 2.8.

     "Distribution Period" means (i) with respect to interest paid on the first
Interest Payment Date, the period beginning on (and including) the date of
original issuance and ending on (but excluding) the


                                       3
<PAGE>
Interest Payment Date in June 2005 and (ii) thereafter, with respect to interest
paid on each successive Interest Payment Date, the period beginning on (and
including) the preceding Interest Payment Date and ending on (but excluding)
such current Interest Payment Date.

     "Determination Date" has the meaning set forth in Section 2.10.

     "Event of Default" means any event specified in Section 5.1, continued for
the period of time, if any, and after the giving of the notice, if any, therein
designated.

     "Extension Period" has the meaning set forth in Section 2.11.

     "Federal Reserve" means the Board of Governors of the Federal Reserve
System, or its designated district bank, as applicable, and any successor
federal agency that is primarily responsible for regulating the activities of
bank holding companies.

     "Fixed Rate Period Remaining Life" means, with respect to any Debenture,
the period from the Special Redemption Date for such Debenture to the Interest
Payment Date in March 2010.

     "Indenture" means this instrument as originally executed or, if amended or
supplemented as herein provided, as so amended or supplemented, or both.

     "Institutional Trustee" has the meaning set forth in the Declaration.

     "Interest Payment Date" means March 17, June 17, September 17 and December
17 of each year during the term of this Indenture, or if such day is not a
Business Day, then the next succeeding Business Day, commencing in June 2005.

     "Interest Rate" means for the Distribution Period beginning on (and
including) the date of original issuance and ending on (but excluding) the
Interest Payment Date in March 2010 the rate per annum of 6.30%, and for each
Distribution Period beginning on or after the Interest Payment Date in March
2010, the Coupon Rate for such Distribution Period.

     "Investment Company Event" means the receipt by the Company and the Trust
of an opinion of counsel experienced in such matters to the effect that, as a
result of the occurrence of a change in law or regulation or written change
(including any announced prospective change) in interpretation or application of
law or regulation by any legislative body, court, governmental agency or
regulatory authority, there is more than an insubstantial risk that the Trust is
or, within 90 days of the date of such opinion will be considered an "investment
company" that is required to be registered under the Investment Company Act of
1940, as amended which change or prospective change becomes effective or would
become effective, as the case may be, on or after the date of the issuance of
the Debentures.

     "Liquidation Amount" means the stated amount of $1,000.00 per Trust
Security.

     "Maturity Date" means March 17, 2035.

     "Officers' Certificate" means a certificate signed by the Chairman of the
Board, the Chief Executive Officer, the Vice Chairman, the President, any
Managing Director or any Vice President, and by the Treasurer, an Assistant
Treasurer, the Comptroller, an Assistant Comptroller, the Secretary or an
Assistant Secretary of the Company, and delivered to the Trustee. Each such
certificate shall include the statements provided for in Section 14.6 if and to
the extent required by the provisions of such Section.

     "Opinion of Counsel" means an opinion in writing signed by legal counsel,
who may be an employee of or counsel to the Company, or may be other counsel
reasonably satisfactory to the Trustee.


                                        4
<PAGE>
Each such opinion shall include the statements provided for in Section 14.6 if
and to the extent required by the provisions of such Section.

     "OTS" means the Office of Thrift Supervision and any successor federal
agency that is primarily responsible for regulating the activities of savings
and loan holding companies.

     The term "outstanding," when used with reference to Debentures, means,
subject to the provisions of Section 7.4, as of any particular time, all
Debentures authenticated and delivered by the Trustee or the Authenticating
Agent under this Indenture, except:

     (a) Debentures theretofore canceled by the Trustee or the Authenticating
Agent or delivered to the Trustee for cancellation;

     (b) Debentures, or portions thereof, for the payment or redemption of which
moneys in the necessary amount shall have been deposited in trust with the
Trustee or with any paying agent (other than the Company) or shall have been set
aside and segregated in trust by the Company (if the Company shall act as its
own paying agent); provided, however, that, if such Debentures, or portions
thereof, are to be redeemed prior to maturity thereof, notice of such redemption
shall have been given as provided in Section 10.3 or provision satisfactory to
the Trustee shall have been made for giving such notice; and

     (c) Debentures paid pursuant to Section 2.6 or in lieu of or in
substitution for which other Debentures shall have been authenticated and
delivered pursuant to the terms of Section 2.6 unless proof satisfactory to the
Company and the Trustee is presented that any such Debentures are held by bona
fide holders in due course.

     "Person" means any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

     "Predecessor Security" of any particular Debenture means every previous
Debenture evidencing all or a portion of the same debt as that evidenced by such
particular Debenture; and, for purposes of this definition, any Debenture
authenticated and delivered under Section 2.6 in lieu of a lost, destroyed or
stolen Debenture shall be deemed to evidence the same debt as the lost,
destroyed or stolen Debenture.

     "Primary Treasury Dealer" means either a nationally recognized primary
United States Government securities dealer or an entity of recognized standing
in matters pertaining to the quotation of treasury securities that is reasonably
acceptable to the Company and the Trustee.

     "Principal Office of the Trustee," or other similar term, means the office
of the Trustee, at which at any particular time its corporate trust business
shall be principally administered, which at the time of the execution of this
Indenture shall be Rodney Square North, 1100 North Market Street, Wilmington,
Delaware 19890-1600, Attention: Corporate Trust Administration.

     "Quotation Agent" means a designee of the Institutional Trustee who shall
be a Primary Treasury Dealer.

     "Redemption Date" has the meaning set forth in Section 10.1.

     "Redemption Price" means 100% of the principal amount of the Debentures
being redeemed, plus accrued and unpaid interest (including any Additional
Interest) on such Debentures to the Redemption Date.


                                        5
<PAGE>
     "Reference Treasury Dealer" means (i) the Quotation Agent and (ii) any
other Primary Treasury Dealer selected by the Trustee after consultation with
the Company.

     "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Quotation Agent, of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) quoted in
writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third Business Day preceding such Redemption Date.

     "Responsible Officer" means, with respect to the Trustee, any officer
within the Principal Office of the Trustee, including any vice-president, any
assistant vice-president, any secretary, any assistant secretary, the treasurer,
any assistant treasurer, any trust officer or other officer of the Principal
Trust Office of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter is
referred because of that officer's knowledge of and familiarity with the
particular subject.

     "Securities Act" means the Securities Act of 1933, as amended from time to
time or any successor legislation.

     "Securityholder," "holder of Debentures," or other similar terms, means any
Person in whose name at the time a particular Debenture is registered on the
register kept by the Company or the Trustee for that purpose in accordance with
the terms hereof.

     "Senior Indebtedness" means, with respect to the Company, (i) the
principal, premium, if any, and interest in respect of (A) indebtedness of the
Company for all borrowed and purchased money and (B) indebtedness evidenced by
securities, debentures, notes, bonds or other similar instruments issued by the
Company; (ii) all capital lease obligations of the Company; (iii) all
obligations of the Company issued or assumed as the deferred purchase price of
property, all conditional sale obligations of the Company and all obligations of
the Company under any title retention agreement; (iv) all obligations of the
Company for the reimbursement of any letter of credit, any banker's acceptance,
any security purchase facility, any repurchase agreement or similar arrangement,
any interest rate swap, any other hedging arrangement, any obligation under
options or any similar credit or other transaction; (v) all obligations of the
Company associated with derivative products such as interest and foreign
exchange rate contracts, commodity contracts, and similar arrangements; (vi) all
obligations of the type referred to in clauses (i) through (v) above of other
Persons for the payment of which the Company is responsible or liable as
obligor, guarantor or otherwise including, without limitation, similar
obligations arising from off-balance sheet guarantees and direct credit
substitutes; and (vii) all obligations of the type referred to in clauses (i)
through (vi) above of other Persons secured by any lien on any property or asset
of the Company (whether or not such obligation is assumed by the Company),
whether incurred on or prior to the date of this Indenture or thereafter
incurred. Notwithstanding the foregoing, "Senior Indebtedness" shall not include
(1) any Additional Junior Indebtedness, (2) Debentures issued pursuant to this
Indenture and guarantees in respect of such Debentures, (3) trade accounts
payable of the Company arising in the ordinary course of business (such trade
accounts payable being pari passu in right of payment to the Debentures), or (4)
obligations with respect to which (a) in the instrument creating or evidencing
the same or pursuant to which the same is outstanding, it is provided that such
obligations are pari passu, junior or otherwise not superior in right of payment
to the Debentures and (b) the Company, prior to the issuance thereof, has
notified (and, if then required under the applicable guidelines of the
regulating entity, has received approval from) the Federal Reserve (if the
Company is a bank holding company) or the OTS (if the Company is a savings and
loan holding company). Senior Indebtedness shall continue to be Senior


                                        6
<PAGE>
Indebtedness and be entitled to the subordination provisions irrespective of any
amendment, modification or waiver of any term of such Senior Indebtedness.

     "Special Event" means any of a Capital Treatment Event, an Investment
Company Event or a Tax Event.

     "Special Redemption Date" has the meaning set forth in Section 10.2.

     "Special Redemption Price" means (a) if the Special Redemption Date occurs
before the Interest Payment Date in March 2010, the greater of (i) 107.5% of the
principal amount of the Debentures, plus accrued and unpaid interest (including
Additional Interest) on the Debentures to the Special Redemption Date, or (ii)
as determined by the Quotation Agent, (A) the sum of the present values of the
scheduled payments of principal and interest on the Debentures during the Fixed
Rate Period Remaining Life of the Debentures (assuming the Debentures matured on
the Interest Payment Date in March 2010) discounted to the Special Redemption
Date on a quarterly basis (assuming a 360-day year consisting of twelve 30- day
months) at the Treasury Rate, plus (B) accrued and unpaid interest (including
Additional Interest) on the Debentures to such Special Redemption Date, or (b)
if the Special Redemption Date occurs on or after the Interest Payment Date in
March 2010, 100% of the principal amount of the Debentures being redeemed, plus
accrued and unpaid interest (including any Additional Interest) on such
Debentures to the Special Redemption Date.

     "Subsidiary" means with respect to any Person, (i) any corporation at least
a majority of the outstanding voting stock of which is owned, directly or
indirectly, by such Person or by one or more of its Subsidiaries, or by such
Person and one or more of its Subsidiaries, (ii) any general partnership, joint
venture or similar entity, at least a majority of the outstanding partnership or
similar interests of which shall at the time be owned by such Person, or by one
or more of its Subsidiaries, or by such Person and one or more of its
Subsidiaries and (iii) any limited partnership of which such Person or any of
its Subsidiaries is a general partner. For the purposes of this definition,
"voting stock" means shares, interests, participations or other equivalents in
the equity interest (however designated) in such Person having ordinary voting
power for the election of a majority of the directors (or the equivalent) of
such Person, other than shares, interests, participations or other equivalents
having such power only by reason of the occurrence of a contingency.

     "Tax Event" means the receipt by the Company and the Trust of an opinion of
counsel experienced in such matters to the effect that, as a result of any
amendment to or change (including any announced prospective change) in the laws
or any regulations thereunder of the United States or any political subdivision
or taxing authority thereof or therein, or as a result of any official
administrative pronouncement (including any private letter ruling, technical
advice memorandum, field service advice, regulatory procedure, notice or
announcement, including any notice or announcement of intent to adopt such
procedures or regulations) (an "Administrative Action") or judicial decision
interpreting or applying such laws or regulations, regardless of whether such
Administrative Action or judicial decision is issued to or in connection with a
proceeding involving the Company or the Trust and whether or not subject to
review or appeal, which amendment, clarification, change, Administrative Action
or decision is enacted, promulgated or announced, in each case on or after the
date of original issuance of the Debentures, there is more than an insubstantial
risk that: (i) the Trust is, or will be within 90 days of the date of such
opinion, subject to United States federal income tax with respect to income
received or accrued on the Debentures; (ii) interest payable by the Company on
the Debentures is not, or within 90 days of the date of such opinion, will not
be, deductible by the Company, in whole or in part, for United States federal
income tax purposes; or (iii) the Trust is, or will be within 90 days of the
date of such opinion, subject to more than a de minimis amount of other taxes,
duties or other governmental charges.

     "3-Month LIBOR" has the meaning set forth in Section 2.10.


                                        7
<PAGE>
     "Telerate Page 3750" has the meaning set forth in Section 2.10.

     "Treasury Rate" means (i) the yield, under the heading which represents the
average for the week immediately prior to the date of calculation, appearing in
the most recently published statistical release designated H.15 (519) or any
successor publication which is published weekly by the Federal Reserve and which
establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption "Treasury Constant Maturities," for the
maturity corresponding to the Fixed Rate Period Remaining Life (if no maturity
is within three months before or after the Fixed Rate Period Remaining Life,
yields for the two published maturities most closely corresponding to the Fixed
Rate Period Remaining Life shall be determined and the Treasury Rate shall be
interpolated or extrapolated from such yields on a straight-line basis, rounding
to the nearest month) or (ii) if such release (or any successor release) is not
published during the week preceding the calculation date or does not contain
such yields, the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such Special Redemption Date. The
Treasury Rate shall be calculated by the Quotation Agent on the third Business
Day preceding the Special Redemption Date.

     "Trust" shall mean Exchange National Statutory Trust II, a Delaware
statutory trust, or any other similar trust created for the purpose of issuing
Capital Securities in connection with the issuance of Debentures under this
Indenture, of which the Company is the sponsor.

     "Trust Securities" means Common Securities and Capital Securities of the
Trust.

     "Trustee" means Wilmington Trust Company, and, subject to the provisions of
Article VI hereof, shall also include its successors and assigns as Trustee
hereunder.

                                   ARTICLE II.
                                   DEBENTURES

     SECTION 2.1. AUTHENTICATION AND DATING. Upon the execution and delivery of
this Indenture, or from time to time thereafter, Debentures in an aggregate
principal amount not in excess of $23,712,000.00 may be executed and delivered
by the Company to the Trustee for authentication, and the Trustee, upon receipt
of a written authentication order from the Company, shall thereupon authenticate
and make available for delivery said Debentures to or upon the written order of
the Company, signed by its Chairman of the Board of Directors, Chief Executive
Officer, Vice Chairman, the President, one of its Managing Directors or one of
its Vice Presidents without any further action by the Company hereunder.
Notwithstanding anything to the contrary contained herein, the Trustee shall be
fully protected in relying upon the aforementioned authentication order and
written order in authenticating and delivering said Debentures. In
authenticating such Debentures, and accepting the additional responsibilities
under this Indenture in relation to such Debentures, the Trustee shall be
entitled to receive, and (subject to Section 6.1) shall be fully protected in
relying upon:

     (a) a copy of any Board Resolution or Board Resolutions relating thereto
and, if applicable, an appropriate record of any action taken pursuant to such
resolution, in each case certified by the Secretary or an Assistant Secretary of
the Company, as the case may be; and

     (b) an Opinion of Counsel prepared in accordance with Section 14.6 which
shall also state:

               (1) that such Debentures, when authenticated and delivered by the
          Trustee and issued by the Company in each case in the manner and
          subject to any conditions specified in such Opinion of Counsel, will
          constitute valid and legally binding obligations


                                        8
<PAGE>
          of the Company, subject to or limited by applicable bankruptcy,
          insolvency, reorganization, conservatorship, receivership, moratorium
          and other statutory or decisional laws relating to or affecting
          creditors' rights or the reorganization of financial institutions
          (including, without limitation, preference and fraudulent conveyance
          or transfer laws), heretofore or hereafter enacted or in effect,
          affecting the rights of creditors generally; and

               (2) that all laws and requirements in respect of the execution
          and delivery by the Company of the Debentures have been complied with
          and that authentication and delivery of the Debentures by the Trustee
          will not violate the terms of this Indenture.

     The Trustee shall have the right to decline to authenticate and deliver any
Debentures under this Section if the Trustee, being advised in writing by
counsel, determines that such action may not lawfully be taken or if a
Responsible Officer of the Trustee in good faith shall determine that such
action would expose the Trustee to personal liability to existing holders.

     The definitive Debentures shall be typed, printed, lithographed or engraved
on steel engraved borders or may be produced in any other manner, all as
determined by the officers executing such Debentures, as evidenced by their
execution of such Debentures.

     SECTION 2.2. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's
certificate of authentication on all Debentures shall be in substantially the
following form:

     This is one of the Debentures referred to in the within-mentioned
Indenture.

WILMINGTON TRUST COMPANY, as Trustee


By
   ---------------------------------
Authorized Signer

     SECTION 2.3. FORM AND DENOMINATION OF DEBENTURES. The Debentures shall be
substantially in the form of Exhibit A attached hereto. The Debentures shall be
in registered, certificated form without coupons and in minimum denominations of
$100,000.00 and any multiple of $1,000.00 in excess thereof. Any attempted
transfer of the Debentures in a block having an aggregate principal amount of
less than $100,000.00 shall be deemed to be void and of no legal effect
whatsoever. Any such purported transferee shall be deemed not to be a holder of
such Debentures for any purpose, including, but not limited to the receipt of
payments on such Debentures, and such purported transferee shall be deemed to
have no interest whatsoever in such Debentures. The Debentures shall be
numbered, lettered, or otherwise distinguished in such manner or in accordance
with such plans as the officers executing the same may determine with the
approval of the Trustee as evidenced by the execution and authentication
thereof.

     SECTION 2.4. EXECUTION OF DEBENTURES. The Debentures shall be signed in the
name and on behalf of the Company by the manual or facsimile signature of its
Chairman of the Board of Directors, Chief Executive Officer, Vice Chairman,
President, one of its Managing Directors or one of its Executive Vice
Presidents, Senior Vice Presidents or Vice Presidents. Only such Debentures as
shall bear thereon a certificate of authentication substantially in the form
herein before recited, executed by the Trustee or the Authenticating Agent by
the manual signature of an authorized signer, shall be entitled to the benefits
of this Indenture or be valid or obligatory for any purpose. Such certificate by
the Trustee or the Authenticating Agent upon any Debenture executed by the
Company shall be conclusive evidence that the Debenture so authenticated has
been duly authenticated and delivered hereunder and that the holder is entitled
to the benefits of this Indenture.


                                        9
<PAGE>
     In case any officer of the Company who shall have signed any of the
Debentures shall cease to be such officer before the Debentures so signed shall
have been authenticated and delivered by the Trustee or the Authenticating
Agent, or disposed of by the Company, such Debentures nevertheless may be
authenticated and delivered or disposed of as though the Person who signed such
Debentures had not ceased to be such officer of the Company; and any Debenture
may be signed on behalf of the Company by such Persons as, at the actual date of
the execution of such Debenture, shall be the proper officers of the Company,
although at the date of the execution of this Indenture any such person was not
such an officer.

     Every Debenture shall be dated the date of its authentication.

     SECTION 2.5. EXCHANGE AND REGISTRATION OF TRANSFER OF DEBENTURES. The
Company shall cause to be kept, at the office or agency maintained for the
purpose of registration of transfer and for exchange as provided in Section 3.2,
a register (the "Debenture Register") for the Debentures issued hereunder in
which, subject to such reasonable regulations as it may prescribe, the Company
shall provide for the registration and transfer of all Debentures as in this
Article II provided. The Debenture Register shall be in written form or in any
other form capable of being converted into written form within a reasonable
time.

     Debentures to be exchanged may be surrendered at the Principal Office of
the Trustee or at any office or agency to be maintained by the Company for such
purpose as provided in Section 3.2, and the Company shall execute, the Company
or the Trustee shall register and the Trustee or the Authenticating Agent shall
authenticate and make available for delivery in exchange therefor the Debenture
or Debentures which the Securityholder making the exchange shall be entitled to
receive. Upon due presentment for registration of transfer of any Debenture at
the Principal Office of the Trustee or at any office or agency of the Company
maintained for such purpose as provided in Section 3.2, the Company shall
execute, the Company or the Trustee shall register and the Trustee or the
Authenticating Agent shall authenticate and make available for delivery in the
name of the transferee or transferees a new Debenture for a like aggregate
principal amount. Registration or registration of transfer of any Debenture by
the Trustee or by any agent of the Company appointed pursuant to Section 3.2,
and delivery of such Debenture, shall be deemed to complete the registration or
registration of transfer of such Debenture.

     All Debentures presented for registration of transfer or for exchange or
payment shall (if so required by the Company or the Trustee or the
Authenticating Agent) be duly endorsed by, or be accompanied by a written
instrument or instruments of transfer in form satisfactory to the Company and
the Trustee or the Authenticating Agent duly executed by the holder or his
attorney duly authorized in writing.

     No service charge shall be made for any exchange or registration of
transfer of Debentures, but the Company or the Trustee may require payment of a
sum sufficient to cover any tax, fee or other governmental charge that may be
imposed in connection therewith.

     The Company or the Trustee shall not be required to exchange or register a
transfer of any Debenture for a period of 15 days next preceding the date of
selection of Debentures for redemption.

     Notwithstanding anything herein to the contrary, Debentures may not be
transferred except in compliance with the restricted securities legend set forth
below, unless otherwise determined by the Company, upon the advice of counsel
expert in securities law, in accordance with applicable law:

     THIS SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED BY
THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE
FEDERAL DEPOSIT INSURANCE CORPORATION.


                                       10
<PAGE>
     THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), ANY STATE SECURITIES LAWS OR ANY OTHER
APPLICABLE SECURITIES LAW. NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE
HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER THIS SECURITY ONLY (A) TO THE COMPANY, (B) PURSUANT TO A
REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A SO
LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A IN ACCORDANCE
WITH RULE 144A, (D) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN
ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S UNDER THE
SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING
OF SUBPARAGRAPH (A) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS
SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR
OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT
PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION
OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN
ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY.

     THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES,
REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL
RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH
A "PLAN"), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON
OF ANY PLAN'S INVESTMENT IN THE ENTITY, AND NO PERSON INVESTING "PLAN ASSETS" OF
ANY PLAN MAY ACQUIRE OR HOLD THE SECURITIES OR ANY INTEREST THEREIN, UNLESS SUCH
PURCHASER OR HOLDER IS ELIGIBLE FOR EXEMPTIVE RELIEF AVAILABLE UNDER U.S.
DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38,
90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF
THIS SECURITY IS NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THE
SECURITIES OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS
PURCHASE AND HOLDING THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN
WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF
THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN
EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF
ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH
PURCHASE WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA
OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR
ADMINISTRATIVE EXEMPTION.


                                       11
<PAGE>
     THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING
AN AGGREGATE PRINCIPAL AMOUNT OF NOT LESS THAN $100,000.00 AND MULTIPLES OF
$1,000.00 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK
HAVING AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000.00 SHALL BE DEEMED TO
BE VOID AND OF NO LEGAL EFFECT WHATSOEVER.

     THE HOLDER OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING
RESTRICTIONS.

     SECTION 2.6. MUTILATED, DESTROYED, LOST OR STOLEN DEBENTURES. In case any
Debenture shall become mutilated or be destroyed, lost or stolen, the Company
shall execute, and upon its written request the Trustee shall authenticate and
deliver, a new Debenture bearing a number not contemporaneously outstanding, in
exchange and substitution for the mutilated Debenture, or in lieu of and in
substitution for the Debenture so destroyed, lost or stolen. In every case the
applicant for a substituted Debenture shall furnish to the Company and the
Trustee such security or indemnity as may be required by them to save each of
them harmless, and, in every case of destruction, loss or theft, the applicant
shall also furnish to the Company and the Trustee evidence to their satisfaction
of the destruction, loss or theft of such Debenture and of the ownership
thereof.

     The Trustee may authenticate any such substituted Debenture and deliver the
same upon the written request or authorization of any officer of the Company.
Upon the issuance of any substituted Debenture, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses connected therewith.
In case any Debenture which has matured or is about to mature or has been called
for redemption in full shall become mutilated or be destroyed, lost or stolen,
the Company may, instead of issuing a substitute Debenture, pay or authorize the
payment of the same (without surrender thereof except in the case of a mutilated
Debenture) if the applicant for such payment shall furnish to the Company and
the Trustee such security or indemnity as may be required by them to save each
of them harmless and, in case of destruction, loss or theft, evidence
satisfactory to the Company and to the Trustee of the destruction, loss or theft
of such Debenture and of the ownership thereof.

     Every substituted Debenture issued pursuant to the provisions of this
Section 2.6 by virtue of the fact that any such Debenture is destroyed, lost or
stolen shall constitute an additional contractual obligation of the Company,
whether or not the destroyed, lost or stolen Debenture shall be found at any
time, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Debentures duly issued hereunder. All
Debentures shall be held and owned upon the express condition that, to the
extent permitted by applicable law, the foregoing provisions are exclusive with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Debentures and shall preclude any and all other rights or remedies
notwithstanding any law or statute existing or hereafter enacted to the contrary
with respect to the replacement or payment of negotiable instruments or other
securities without their surrender.

     SECTION 2.7. TEMPORARY DEBENTURES. Pending the preparation of definitive
Debentures, the Company may execute and the Trustee shall authenticate and make
available for delivery temporary Debentures that are typed, printed or
lithographed. Temporary Debentures shall be issuable in any authorized
denomination, and substantially in the form of the definitive Debentures in lieu
of which they are issued but with such omissions, insertions and variations as
may be appropriate for temporary Debentures, all as may be determined by the
Company. Every such temporary Debenture shall be executed by the Company and be
authenticated by the Trustee upon the same conditions and in substantially the
same manner, and with the same effect, as the definitive Debentures. Without
unreasonable delay the Company will execute and deliver to the Trustee or the
Authenticating Agent


                                       12
<PAGE>
definitive Debentures and thereupon any or all temporary Debentures may be
surrendered in exchange therefor, at the principal corporate trust office of the
Trustee or at any office or agency maintained by the Company for such purpose as
provided in Section 3.2, and the Trustee or the Authenticating Agent shall
authenticate and make available for delivery in exchange for such temporary
Debentures a like aggregate principal amount of such definitive Debentures. Such
exchange shall be made by the Company at its own expense and without any charge
therefor except that in case of any such exchange involving a registration of
transfer the Company may require payment of a sum sufficient to cover any tax,
fee or other governmental charge that may be imposed in relation thereto. Until
so exchanged, the temporary Debentures shall in all respects be entitled to the
same benefits under this Indenture as definitive Debentures authenticated and
delivered hereunder.

     SECTION 2.8. PAYMENT OF INTEREST AND ADDITIONAL INTEREST. Interest at the
Interest Rate and any Additional Interest on any Debenture that is payable, and
is punctually paid or duly provided for, on any Interest Payment Date for
Debentures shall be paid to the Person in whose name said Debenture (or one or
more Predecessor Securities) is registered at the close of business on the
regular record date for such interest installment except that interest and any
Additional Interest payable on the Maturity Date shall be paid to the Person to
whom principal is paid.

     Each Debenture shall bear interest for the period beginning on (and
including) the date of original issuance and ending on (but excluding) the
Interest Payment Date in March 2010 at a rate per annum of 6.30%, and shall bear
interest for each successive Distribution Period beginning on or after the
Interest Payment Date in March 2010 at a rate per annum equal to the 3-Month
LIBOR, determined as described in Section 2.10, plus 1.83% (the "Coupon Rate"),
applied to the principal amount thereof, until the principal thereof becomes due
and payable, and on any overdue principal and to the extent that payment of such
interest is enforceable under applicable law (without duplication) on any
overdue installment of interest (including Additional Interest) at the Interest
Rate in effect for each applicable period compounded quarterly. Interest shall
be payable (subject to any relevant Extension Period) quarterly in arrears on
each Interest Payment Date with the first installment of interest to be paid on
the Interest Payment Date in June 2005.

     Any interest on any Debenture, including Additional Interest, that is
payable, but is not punctually paid or duly provided for, on any Interest
Payment Date (herein called "Defaulted Interest") shall forthwith cease to be
payable to the registered holder on the relevant regular record date by virtue
of having been such holder; and such Defaulted Interest shall be paid by the
Company to the Persons in whose names such Debentures (or their respective
Predecessor Securities) are registered at the close of business on a special
record date for the payment of such Defaulted Interest, which shall be fixed in
the following manner: the Company shall notify the Trustee in writing at least
25 days prior to the date of the proposed payment of the amount of Defaulted
Interest proposed to be paid on each such Debenture and the date of the proposed
payment, and at the same time the Company shall deposit with the Trustee an
amount of money equal to the aggregate amount proposed to be paid in respect of
such Defaulted Interest or shall make arrangements satisfactory to the Trustee
for such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a
special record date for the payment of such Defaulted Interest which shall not
be more than 15 nor less than 10 days prior to the date of the proposed payment
and not less than 10 days after the receipt by the Trustee of the notice of the
proposed payment. The Trustee shall promptly notify the Company of such special
record date and, in the name and at the expense of the Company, shall cause
notice of the proposed payment of such Defaulted Interest and the special record
date therefor to be mailed, first class postage prepaid, to each Securityholder
at its address as it appears in the Debenture Register, not less than 10 days
prior to such special record date. Notice of the proposed payment of such
Defaulted Interest and the special record date therefor having been mailed as
aforesaid, such Defaulted Interest shall be paid to the Persons in


                                       13
<PAGE>
whose names such Debentures (or their respective Predecessor Securities) are
registered on such special record date and shall be no longer payable.

     The Company may make payment of any Defaulted Interest on any Debentures in
any other lawful manner after notice given by the Company to the Trustee of the
proposed payment method; provided, however, the Trustee in its sole discretion
deems such payment method to be practical.

     Any interest (including Additional Interest) scheduled to become payable on
an Interest Payment Date occurring during an Extension Period shall not be
Defaulted Interest and shall be payable on such other date as may be specified
in the terms of such Debentures.

     The term "regular record date" as used in this Section shall mean the close
of business on the 15th Business Day preceding the applicable Interest Payment
Date.

     Subject to the foregoing provisions of this Section, each Debenture
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Debenture shall carry the rights to interest accrued
and unpaid, and to accrue, that were carried by such other Debenture.

     SECTION 2.9. CANCELLATION OF DEBENTURES PAID, ETC. All Debentures
surrendered for the purpose of payment, redemption, exchange or registration of
transfer, shall, if surrendered to the Company or any paying agent, be
surrendered to the Trustee and promptly canceled by it, or, if surrendered to
the Trustee or any Authenticating Agent, shall be promptly canceled by it, and
no Debentures shall be issued in lieu thereof except as expressly permitted by
any of the provisions of this Indenture. All Debentures canceled by any
Authenticating Agent shall be delivered to the Trustee. The Trustee shall
destroy all canceled Debentures unless the Company otherwise directs the Trustee
in writing. If the Company shall acquire any of the Debentures, however, such
acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Debentures unless and until the same are
surrendered to the Trustee for cancellation.

     SECTION 2.10. COMPUTATION OF INTEREST. The amount of interest payable (i)
for any Distribution Period commencing on or after the date of original issuance
but before the Interest Payment Date in March 2010 will be computed on the basis
of a 360-day year of twelve 30-day months, and (ii) for the Distribution Period
commencing on the Interest Payment Date in March 2010 and each succeeding
Distribution Period will be calculated by applying the Interest Rate to the
principal amount outstanding at the commencement of the Distribution Period on
the basis of the actual number of days in the Distribution Period concerned
divided by 360. All percentages resulting from any calculations on the
Debentures will be rounded, if necessary, to the nearest one hundred-thousandth
of a percentage point, with five one- millionths of a percentage point rounded
upward (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655),
and all dollar amounts used in or resulting from such calculation will be
rounded to the nearest cent (with one-half cent being rounded upward)).

     (a) "3-Month LIBOR" means the London interbank offered interest rate for
three-month, U.S. dollar deposits determined by the Trustee in the following
order of priority:

          (1) the rate (expressed as a percentage per annum) for U.S. dollar
     deposits having a three-month maturity that appears on Telerate Page 3750
     as of 11:00 a.m. (London time) on the related Determination Date (as
     defined below). "Telerate Page 3750" means the display designated as "Page
     3750" on the Moneyline Telerate Service or such other page as may replace
     Page 3750 on that service or such other service or services as may be
     nominated by the British Bankers' Association as the information vendor for
     the purpose of displaying London interbank offered rates for U.S. dollar
     deposits;


                                       14
<PAGE>
          (2) if such rate cannot be identified on the related Determination
     Date, the Trustee will request the principal London offices of four leading
     banks in the London interbank market to provide such banks' offered
     quotations (expressed as percentages per annum) to prime banks in the
     London interbank market for U.S. dollar deposits having a three-month
     maturity as of 11:00 a.m. (London time) on such Determination Date. If at
     least two quotations are provided, 3-Month LIBOR will be the arithmetic
     mean of such quotations;

          (3) if fewer than two such quotations are provided as requested in
     clause (2) above, the Trustee will request four major New York City banks
     to provide such banks' offered quotations (expressed as percentages per
     annum) to leading European banks for loans in U.S. dollars as of 11:00 a.m.
     (London time) on such Determination Date. If at least two such quotations
     are provided, 3-Month LIBOR will be the arithmetic mean of such quotations;
     and

          (4) if fewer than two such quotations are provided as requested in
     clause (3) above, 3-Month LIBOR will be a 3-Month LIBOR determined with
     respect to the Distribution Period immediately preceding such current
     Distribution Period.

     If the rate for U.S. dollar deposits having a three-month maturity that
initially appears on Telerate Page 3750 as of 11:00 a.m. (London time) on the
related Determination Date is superseded on the Telerate Page 3750 by a
corrected rate by 12:00 noon (London time) on such Determination Date, then the
corrected rate as so substituted on the applicable page will be the applicable
3-Month LIBOR for such Determination Date.

     (b) The Interest Rate for any Distribution Period will at no time be higher
than the maximum rate then permitted by New York law as the same may be modified
by United States law.

     (c) "Determination Date" means the date that is two London Banking Days
(i.e., a business day in which dealings in deposits in U.S. dollars are
transacted in the London interbank market) preceding the particular Distribution
Period for which a Coupon Rate is being determined.

     (d) The Trustee shall notify the Company, the Institutional Trustee and any
securities exchange or interdealer quotation system on which the Capital
Securities are listed, of the Coupon Rate and the Determination Date for each
Distribution Period, in each case as soon as practicable after the determination
thereof but in no event later than the thirtieth (30th) day of the relevant
Distribution Period. Failure to notify the Company, the Institutional Trustee or
any securities exchange or interdealer quotation system, or any defect in said
notice, shall not affect the obligation of the Company to make payment on the
Debentures at the applicable Coupon Rate. Any error in the calculation of the
Coupon Rate by the Trustee may be corrected at any time by notice delivered as
above provided. Upon the request of a holder of a Debenture, the Trustee shall
provide the Coupon Rate then in effect and, if determined, the Coupon Rate for
the next Distribution Period.

     (e) Subject to the corrective rights set forth above, all certificates,
communications, opinions, determinations, calculations, quotations and decisions
given, expressed, made or obtained for the purposes of the provisions relating
to the payment and calculation of interest on the Debentures and distributions
on the Capital Securities by the Trustee or the Institutional Trustee will (in
the absence of willful default, bad faith and manifest error) be final,
conclusive and binding on the Trust, the Company and all of the holders of the
Debentures and the Capital Securities, and no liability shall (in the absence of
willful default, bad faith or manifest error) attach to the Trustee or the
Institutional Trustee in connection with the exercise or non-exercise by either
of them or their respective powers, duties and discretion.

     SECTION 2.11. EXTENSION OF INTEREST PAYMENT PERIOD. So long as no
Acceleration Event of Default has occurred and is continuing, the Company shall
have the right, from time to time, and without


                                       15
<PAGE>
causing an Event of Default, to defer payments of interest on the Debentures by
extending the interest payment period on the Debentures at any time and from
time to time during the term of the Debentures, for up to 20 consecutive
quarterly periods (each such extended interest payment period, an "Extension
Period"), during which Extension Period no interest (including Additional
Interest) shall be due and payable (except any Additional Sums that may be due
and payable). No Extension Period may end on a date other than an Interest
Payment Date. During an Extension Period, interest will continue to accrue on
the Debentures, and interest on such accrued interest will accrue at an annual
rate equal to the Interest Rate in effect for such Extension Period, compounded
quarterly from the date such interest would have been payable were it not for
the Extension Period, to the extent permitted by law (such interest referred to
herein as "Additional Interest"). At the end of any such Extension Period the
Company shall pay all interest then accrued and unpaid on the Debentures
(together with Additional Interest thereon); provided, however, that no
Extension Period may extend beyond the Maturity Date; provided further, however,
that during any such Extension Period, the Company shall not and shall not
permit any Affiliate to (i) declare or pay any dividends or distributions on, or
redeem, purchase, acquire, or make a liquidation payment with respect to, any of
the Company's or such Affiliate's capital stock (other than payments of
dividends or distributions to the Company) or make any guarantee payments with
respect to the foregoing or (ii) make any payment of principal of or interest or
premium, if any, on or repay, repurchase or redeem any debt securities of the
Company or any Affiliate that rank pari passu in all respects with or junior in
interest to the Debentures (other than, with respect to clauses (i) or (ii)
above, (a) repurchases, redemptions or other acquisitions of shares of capital
stock of the Company in connection with any employment contract, benefit plan or
other similar arrangement with or for the benefit of one or more employees,
officers, directors or consultants, in connection with a dividend reinvestment
or stockholder stock purchase plan or in connection with the issuance of capital
stock of the Company (or securities convertible into or exercisable for such
capital stock) as consideration in an acquisition transaction entered into prior
to the applicable Extension Period, (b) as a result of any exchange or
conversion of any class or series of the Company's capital stock (or any capital
stock of a subsidiary of the Company) for any class or series of the Company's
capital stock or of any class or series of the Company's indebtedness for any
class or series of the Company's capital stock, (c) the purchase of fractional
interests in shares of the Company's capital stock pursuant to the conversion or
exchange provisions of such capital stock or the security being converted or
exchanged, (d) any declaration of a dividend in connection with any
stockholders' rights plan, or the issuance of rights, stock or other property
under any stockholders' rights plan, or the redemption or repurchase of rights
pursuant thereto, (e) any dividend in the form of stock, warrants, options or
other rights where the dividend stock or the stock issuable upon exercise of
such warrants, options or other rights is the same stock as that on which the
dividend is being paid or ranks pari passu with or junior to such stock and any
cash payments in lieu of fractional shares issued in connection therewith, or
(f) payments under the Capital Securities Guarantee). Prior to the termination
of any Extension Period, the Company may further extend such period, provided
that such period together with all such previous and further consecutive
extensions thereof shall not exceed 20 consecutive quarterly periods, or extend
beyond the Maturity Date. Upon the termination of any Extension Period and upon
the payment of all accrued and unpaid interest and Additional Interest, the
Company may commence a new Extension Period, subject to the foregoing
requirements. No interest or Additional Interest shall be due and payable during
an Extension Period, except at the end thereof, but each installment of interest
that would otherwise have been due and payable during such Extension Period
shall bear Additional Interest to the extent permitted by applicable law. The
Company must give the Trustee notice of its election to begin or extend an
Extension Period by the close of business at least 15 Business Days prior to the
Interest Payment Date with respect to which interest on the Debentures would
have been payable except for the election to begin or extend such Extension
Period. The Trustee shall give notice of the Company's election to begin a new
Extension Period to the Securityholders.

     SECTION 2.12. CUSIP NUMBERS. The Company in issuing the Debentures may use
"CUSIP" numbers (if then generally in use), and, if so, the Trustee shall use
CUSIP numbers in notices of


                                       16
<PAGE>
redemption as a convenience to Securityholders; provided, however, that any such
notice may state that no representation is made as to the correctness of such
numbers either as printed on the Debentures or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Debentures, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Company will promptly notify
the Trustee in writing of any change in the CUSIP numbers.

                                  ARTICLE III.
                       PARTICULAR COVENANTS OF THE COMPANY

     SECTION 3.1. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST; AGREED TREATMENT
OF THE DEBENTURES.

     (a) The Company covenants and agrees that it will duly and punctually pay
or cause to be paid the principal of and premium, if any, and interest and any
Additional Interest and other payments on the Debentures at the place, at the
respective times and in the manner provided in this Indenture and the
Debentures. Each installment of interest on the Debentures may be paid (i) by
mailing checks for such interest payable to the order of the holders of
Debentures entitled thereto as they appear on the registry books of the Company
if a request for a wire transfer has not been received by the Company or (ii) by
wire transfer to any account with a banking institution located in the United
States designated in writing by such Person to the paying agent no later than
the related record date. Notwithstanding the foregoing, so long as the holder of
this Debenture is the Institutional Trustee, the payment of the principal of and
interest on this Debenture will be made in immediately available funds at such
place and to such account as may be designated by the Institutional Trustee.

     (b) The Company will treat the Debentures as indebtedness, and the amounts
payable in respect of the principal amount of such Debentures as interest, for
all United States federal income tax purposes. All payments in respect of such
Debentures will be made free and clear of United States withholding tax to any
beneficial owner thereof that has provided an Internal Revenue Service Form W8
BEN (or any substitute or successor form) establishing its non-United States
status for United States federal income tax purposes.

     (c) As of the date of this Indenture, the Company has no present intention
to exercise its right under Section 2.11 to defer payments of interest on the
Debentures by commencing an Extension Period.

     (d) As of the date of this Indenture, the Company believes that the
likelihood that it would exercise its right under Section 2.11 to defer payments
of interest on the Debentures by commencing an Extension Period at any time
during which the Debentures are outstanding is remote because of the
restrictions that would be imposed on the Company's ability to declare or pay
dividends or distributions on, or to redeem, purchase or make a liquidation
payment with respect to, any of its outstanding equity and on the Company's
ability to make any payments of principal of or interest on, or repurchase or
redeem, any of its debt securities that rank pari passu in all respects with (or
junior in interest to) the Debentures.

     SECTION 3.2. OFFICES FOR NOTICES AND PAYMENTS, ETC. So long as any of the
Debentures remain outstanding, the Company will maintain in Wilmington,
Delaware, an office or agency where the Debentures may be presented for payment,
an office or agency where the Debentures may be presented for registration of
transfer and for exchange as in this Indenture provided and an office or agency
where notices and demands to or upon the Company in respect of the Debentures or
of this Indenture may be served. The Company will give to the Trustee written
notice of the location of any such office or agency and of any change of
location thereof. Until otherwise designated from time to time by the Company in
a notice to the Trustee, or specified as contemplated by Section 2.5, such
office or agency for all of the


                                       17
<PAGE>
above purposes shall be the office or agency of the Trustee. In case the Company
shall fail to maintain any such office or agency in Wilmington, Delaware, or
shall fail to give such notice of the location or of any change in the location
thereof, presentations and demands may be made and notices may be served at the
Principal Office of the Trustee.

     In addition to any such office or agency, the Company may from time to time
designate one or more offices or agencies outside Wilmington, Delaware, where
the Debentures may be presented for registration of transfer and for exchange in
the manner provided in this Indenture, and the Company may from time to time
rescind such designation, as the Company may deem desirable or expedient;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain any such office or agency in
Wilmington, Delaware, for the purposes above mentioned. The Company will give to
the Trustee prompt written notice of any such designation or rescission thereof.

     SECTION 3.3. APPOINTMENTS TO FILL VACANCIES IN TRUSTEE'S OFFICE. The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 6.9, a Trustee, so that there
shall at all times be a Trustee hereunder.

     SECTION 3.4. PROVISION AS TO PAYING AGENT.

     (a) If the Company shall appoint a paying agent other than the Trustee, it
will cause such paying agent to execute and deliver to the Trustee an instrument
in which such agent shall agree with the Trustee, subject to the provision of
this Section 3.4,

          (1) that it will hold all sums held by it as such agent for the
          payment of the principal of and premium, if any, or interest, if any,
          on the Debentures (whether such sums have been paid to it by the
          Company or by any other obligor on the Debentures) in trust for the
          benefit of the holders of the Debentures;

          (2) that it will give the Trustee prompt written notice of any failure
          by the Company (or by any other obligor on the Debentures) to make any
          payment of the principal of and premium, if any, or interest, if any,
          on the Debentures when the same shall be due and payable; and

          (3) that it will, at any time during the continuance of any Event of
          Default, upon the written request of the Trustee, forthwith pay to the
          Trustee all sums so held in trust by such paying agent.

     (b) If the Company shall act as its own paying agent, it will, on or before
each due date of the principal of and premium, if any, or interest or other
payments, if any, on the Debentures, set aside, segregate and hold in trust for
the benefit of the holders of the Debentures a sum sufficient to pay such
principal, premium, interest or other payments so becoming due and will notify
the Trustee in writing of any failure to take such action and of any failure by
the Company (or by any other obligor under the Debentures) to make any payment
of the principal of and premium, if any, or interest or other payments, if any,
on the Debentures when the same shall become due and payable.

     Whenever the Company shall have one or more paying agents for the
Debentures, it will, on or prior to each due date of the principal of and
premium, if any, or interest, if any, on the Debentures, deposit with a paying
agent a sum sufficient to pay the principal, premium, interest or other payments
so becoming due, such sum to be held in trust for the benefit of the Persons
entitled thereto and (unless such paying agent is the Trustee) the Company shall
promptly notify the Trustee in writing of its action or failure to act.


                                       18
<PAGE>
     (c) Anything in this Section 3.4 to the contrary notwithstanding, the
Company may, at any time, for the purpose of obtaining a satisfaction and
discharge with respect to the Debentures, or for any other reason, pay, or
direct any paying agent to pay to the Trustee all sums held in trust by the
Company or any such paying agent, such sums to be held by the Trustee upon the
trusts herein contained.

     (d) Anything in this Section 3.4 to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section 3.4 is subject to
Sections 12.3 and 12.4.

     SECTION 3.5. CERTIFICATE TO TRUSTEE. The Company will deliver to the
Trustee on or before 120 days after the end of each fiscal year, so long as
Debentures are outstanding hereunder, a Certificate stating that in the course
of the performance by the signers of their duties as officers of the Company
they would normally have knowledge of any default during such fiscal year by the
Company in the performance of any covenants contained herein, stating whether or
not they have knowledge of any such default and, if so, specifying each such
default of which the signers have knowledge and the nature and status thereof.

     SECTION 3.6. ADDITIONAL SUMS. If and for so long as the Trust is the holder
of all Debentures and the Trust is required to pay any additional taxes
(including withholding taxes), duties, assessments or other governmental charges
as a result of a Tax Event, the Company will pay such additional amounts
("Additional Sums") on the Debentures as shall be required so that the net
amounts received and retained by the Trust after paying taxes (including
withholding taxes), duties, assessments or other governmental charges will be
equal to the amounts the Trust would have received if no such taxes, duties,
assessments or other governmental charges had been imposed. Whenever in this
Indenture or the Debentures there is a reference in any context to the payment
of principal of or interest on the Debentures, such mention shall be deemed to
include mention of payments of the Additional Sums provided for in this
paragraph to the extent that, in such context, Additional Sums are, were or
would be payable in respect thereof pursuant to the provisions of this paragraph
and express mention of the payment of Additional Sums (if applicable) in any
provisions hereof shall not be construed as excluding Additional Sums in those
provisions hereof where such express mention is not made; provided, however,
that the deferral of the payment of interest during an Extension Period pursuant
to Section 2.11 shall not defer the payment of any Additional Sums that may be
due and payable.

     SECTION 3.7. COMPLIANCE WITH CONSOLIDATION PROVISIONS. The Company will
not, while any of the Debentures remain outstanding, consolidate with, or merge
into, or merge into itself, or sell or convey all or substantially all of its
property to any other Person unless the provisions of Article XI hereof are
complied with.

     SECTION 3.8. LIMITATION ON DIVIDENDS. If Debentures are initially issued to
the Trust or a trustee of such Trust in connection with the issuance of Trust
Securities by the Trust (regardless of whether Debentures continue to be held by
such Trust) and (i) there shall have occurred and be continuing an Event of
Default, (ii) the Company shall be in default with respect to its payment of any
obligations under the Capital Securities Guarantee, or (iii) the Company shall
have given notice of its election to defer payments of interest on the
Debentures by extending the interest payment period as provided herein and such
period, or any extension thereof, shall be continuing, then the Company shall
not, and shall not allow any Affiliate of the Company to, (x) declare or pay any
dividends or distributions on, or redeem, purchase, acquire, or make a
liquidation payment with respect to, any of the Company's capital stock or its
Affiliates' capital stock (other than payments of dividends or distributions to
the Company) or make any guarantee payments with respect to the foregoing or (y)
make any payment of principal of or interest or premium, if any, on or repay,
repurchase or redeem any debt securities of the Company or any Affiliate that
rank pari passu in all respects with or junior in interest to the Debentures
(other than, with respect to clauses (x) and (y) above, (1) repurchases,
redemptions or other acquisitions of shares of capital stock of


                                       19
<PAGE>
the Company in connection with any employment contract, benefit plan or other
similar arrangement with or for the benefit of one or more employees, officers,
directors or consultants, in connection with a dividend reinvestment or
stockholder stock purchase plan or in connection with the issuance of capital
stock of the Company (or securities convertible into or exercisable for such
capital stock) as consideration in an acquisition transaction entered into prior
to the applicable Extension Period, if any, (2) as a result of any exchange or
conversion of any class or series of the Company's capital stock (or any capital
stock of a subsidiary of the Company) for any class or series of the Company's
capital stock or of any class or series of the Company's indebtedness for any
class or series of the Company's capital stock, (3) the purchase of fractional
interests in shares of the Company's capital stock pursuant to the conversion or
exchange provisions of such capital stock or the security being converted or
exchanged, (4) any declaration of a dividend in connection with any
stockholders' rights plan, or the issuance of rights, stock or other property
under any stockholders' rights plan, or the redemption or repurchase of rights
pursuant thereto, (5) any dividend in the form of stock, warrants, options or
other rights where the dividend stock or the stock issuable upon exercise of
such warrants, options or other rights is the same stock as that on which the
dividend is being paid or ranks pari passu with or junior to such stock and any
cash payments in lieu of fractional shares issued in connection therewith, or
(6) payments under the Capital Securities Guarantee).

     SECTION 3.9. COVENANTS AS TO THE TRUST. For so long as the Trust Securities
remain outstanding, the Company shall maintain 100% ownership of the Common
Securities; provided, however, that any permitted successor of the Company under
this Indenture may succeed to the Company's ownership of such Common Securities.
The Company, as owner of the Common Securities, shall, except in connection with
a distribution of Debentures to the holders of Trust Securities in liquidation
of the Trust, the redemption of all of the Trust Securities or certain mergers,
consolidations or amalgamations, each as permitted by the Declaration, cause the
Trust (a) to remain a statutory trust, (b) to otherwise continue to be
classified as a grantor trust for United States federal income tax purposes, and
(c) to cause each holder of Trust Securities to be treated as owning an
undivided beneficial interest in the Debentures.

     SECTION 3.10. ADDITIONAL JUNIOR INDEBTEDNESS. The Company shall not, and it
shall not cause or permit any Subsidiary of the Company to, incur, issue or be
obligated on any Additional Junior Indebtedness, either directly or indirectly,
by way of guarantee, suretyship or otherwise, other than Additional Junior
Indebtedness (i) that, by its terms, is expressly stated to be either junior and
subordinate or pari passu in all respects to the Debentures, and (ii) of which
the Company has notified (and, if then required under the applicable guidelines
of the regulating entity, has received approval from) the Federal Reserve, if
the Company is a bank holding company, or the OTS, if the Company is a savings
and loan holding company.

                                   ARTICLE IV.
                       SECURITYHOLDERS' LISTS AND REPORTS
                         BY THE COMPANY AND THE TRUSTEE

     SECTION 4.1. SECURITYHOLDERS' LISTS. The Company covenants and agrees that
it will furnish or cause to be furnished to the Trustee:

     (a) on each regular record date for the Debentures, a list, in such form as
the Trustee may reasonably require, of the names and addresses of the
Securityholders of the Debentures as of such record date; and

     (b) at such other times as the Trustee may request in writing, within 30
days after the receipt by the Company of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such list
is furnished;


                                       20
<PAGE>
except that no such lists need be furnished under this Section 4.1 so long as
the Trustee is in possession thereof by reason of its acting as Debenture
registrar.

     SECTION 4.2. PRESERVATION AND DISCLOSURE OF LISTS.

     (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the holders of
Debentures (1) contained in the most recent list furnished to it as provided in
Section 4.1 or (2) received by it in the capacity of Debentures registrar (if so
acting) hereunder. The Trustee may destroy any list furnished to it as provided
in Section 4.1 upon receipt of a new list so furnished.

     (b) In case three or more holders of Debentures (hereinafter referred to as
"applicants") apply in writing to the Trustee and furnish to the Trustee
reasonable proof that each such applicant has owned a Debenture for a period of
at least 6 months preceding the date of such application, and such application
states that the applicants desire to communicate with other holders of
Debentures with respect to their rights under this Indenture or under such
Debentures and is accompanied by a copy of the form of proxy or other
communication which such applicants propose to transmit, then the Trustee shall
within 5 Business Days after the receipt of such application, at its election,
either:

          (1) afford such applicants access to the information preserved at the
          time by the Trustee in accordance with the provisions of subsection
          (a) of this Section 4.2, or

          (2) inform such applicants as to the approximate number of holders of
          Debentures whose names and addresses appear in the information
          preserved at the time by the Trustee in accordance with the provisions
          of subsection (a) of this Section 4.2, and as to the approximate cost
          of mailing to such Securityholders the form of proxy or other
          communication, if any, specified in such application.

     If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Securityholder whose name and address appear in the information
preserved at the time by the Trustee in accordance with the provisions of
subsection (a) of this Section 4.2 a copy of the form of proxy or other
communication which is specified in such request with reasonable promptness
after a tender to the Trustee of the material to be mailed and of payment, or
provision for the payment, of the reasonable expenses of mailing, unless within
five days after such tender, the Trustee shall mail to such applicants and file
with the Securities and Exchange Commission, if permitted or required by
applicable law, together with a copy of the material to be mailed, a written
statement to the effect that, in the opinion of the Trustee, such mailing would
be contrary to the best interests of the holders of all Debentures, as the case
may be, or would be in violation of applicable law. Such written statement shall
specify the basis of such opinion. If said Commission, as permitted or required
by applicable law, after opportunity for a hearing upon the objections specified
in the written statement so filed, shall enter an order refusing to sustain any
of such objections or if, after the entry of an order sustaining one or more of
such objections, said Commission shall find, after notice and opportunity for
hearing, that all the objections so sustained have been met and shall enter an
order so declaring, the Trustee shall mail copies of such material to all such
Securityholders with reasonable promptness after the entry of such order and the
renewal of such tender; otherwise the Trustee shall be relieved of any
obligation or duty to such applicants respecting their application.

     (c) Each and every holder of Debentures, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any paying agent shall be held accountable by reason of the disclosure of
any such information as to the names and addresses of the holders of Debentures
in accordance with the provisions of subsection (b) of this Section 4.2,
regardless


                                       21
<PAGE>
of the source from which such information was derived, and that the Trustee
shall not be held accountable by reason of mailing any material pursuant to a
request made under said subsection (b).

                                   ARTICLE V.
                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                            UPON AN EVENT OF DEFAULT

     SECTION 5.1. EVENTS OF DEFAULT. "Event of Default," wherever used herein,
means any one of the following events (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

     (a) the Company defaults in the payment of any interest upon any Debenture,
including any Additional Interest in respect thereof, following the nonpayment
of any such interest for twenty or more consecutive Distribution Periods; or

     (b) the Company defaults in the payment of all or any part of the principal
of (or premium, if any, on) any Debentures as and when the same shall become due
and payable either at maturity, upon redemption, by declaration of acceleration
or otherwise; or

     (c) the Company defaults in the performance of, or breaches, any of its
covenants or agreements in this Indenture or in the terms of the Debentures
established as contemplated in this Indenture (other than a covenant or
agreement a default in whose performance or whose breach is elsewhere in this
Section specifically dealt with), and continuance of such default or breach for
a period of 60 days after there has been given, by registered or certified mail,
to the Company by the Trustee or to the Company and the Trustee by the holders
of at least 25% in aggregate principal amount of the outstanding Debentures, a
written notice specifying such default or breach and requiring it to be remedied
and stating that such notice is a "Notice of Default" hereunder; or

     (d) a court of competent jurisdiction shall enter a decree or order for
relief in respect of the Company in an involuntary case under any applicable
bankruptcy, insolvency, reorganization or other similar law now or hereafter in
effect, or appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or similar official) of the Company or for any substantial part of
its property, or ordering the winding-up or liquidation of its affairs and such
decree or order shall remain unstayed and in effect for a period of 90
consecutive days; or

     (e) the Company shall commence a voluntary case under any applicable
bankruptcy, insolvency, reorganization or other similar law now or hereafter in
effect, shall consent to the entry of an order for relief in an involuntary case
under any such law, or shall consent to the appointment of or taking possession
by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other
similar official) of the Company or of any substantial part of its property, or
shall make any general assignment for the benefit of creditors, or shall fail
generally to pay its debts as they become due; or

     (f) the Trust shall have voluntarily or involuntarily liquidated,
dissolved, wound-up its business or otherwise terminated its existence except in
connection with (i) the distribution of the Debentures to holders of such Trust
Securities in liquidation of their interests in the Trust, (ii) the redemption
of all of the outstanding Trust Securities or (iii) certain mergers,
consolidations or amalgamations, each as permitted by the Declaration.

     If an Acceleration Event of Default occurs and is continuing with respect
to the Debentures, then, and in each and every such case, unless the principal
of the Debentures shall have already become due and payable, either the Trustee
or the holders of not less than 25% in aggregate principal amount of the


                                       22
<PAGE>
Debentures then outstanding hereunder, by notice in writing to the Company (and
to the Trustee if given by Securityholders), may declare the entire principal of
the Debentures and the interest accrued thereon, if any, to be due and payable
immediately, and upon any such declaration the same shall become immediately due
and payable. If an Event of Default under Section 5.1(b) or (c) occurs and is
continuing with respect to the Debentures, then, and in each and every such
case, unless the principal of the Debentures shall have already become due and
payable, either the Trustee or the holders of not less than 25% in aggregate
principal amount of the Debentures then outstanding hereunder, by notice in
writing to the Company (and to the Trustee if given by Securityholders), may
proceed to remedy the default or breach thereunder by such appropriate judicial
proceedings as the Trustee or such holders shall deem most effectual to remedy
the defaulted covenant or enforce the provisions of this Indenture so breached,
either by suit in equity or by action at law, for damages or otherwise.

     The foregoing provisions, however, are subject to the condition that if, at
any time after the principal of the Debentures shall have been so declared due
and payable, and before any judgment or decree for the payment of the moneys due
shall have been obtained or entered as hereinafter provided, (i) the Company
shall pay or shall deposit with the Trustee a sum sufficient to pay all matured
installments of interest upon all the Debentures and the principal of and
premium, if any, on the Debentures which shall have become due otherwise than by
acceleration (with interest upon such principal and premium, if any, and
Additional Interest) and such amount as shall be sufficient to cover reasonable
compensation to the Trustee and each predecessor Trustee, their respective
agents, attorneys and counsel, and all other amounts due to the Trustee pursuant
to Section 6.6, if any, and (ii) all Events of Default under this Indenture,
other than the non-payment of the principal of or premium, if any, on Debentures
which shall have become due by acceleration, shall have been cured, waived or
otherwise remedied as provided herein -- then and in every such case the holders
of a majority in aggregate principal amount of the Debentures then outstanding,
by written notice to the Company and to the Trustee, may waive all defaults and
rescind and annul such declaration and its consequences, but no such waiver or
rescission and annulment shall extend to or shall affect any subsequent default
or shall impair any right consequent thereon.

     In case the Trustee shall have proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned because
of such rescission or annulment or for any other reason or shall have been
determined adversely to the Trustee, then and in every such case the Company,
the Trustee and the holders of the Debentures shall be restored respectively to
their several positions and rights hereunder, and all rights, remedies and
powers of the Company, the Trustee and the holders of the Debentures shall
continue as though no such proceeding had been taken.

     SECTION 5.2. PAYMENT OF DEBENTURES ON DEFAULT; SUIT THEREFOR. The Company
covenants that upon the occurrence of an Event of Default pursuant to Section
5.1(a) or (b) then, upon demand of the Trustee, the Company will pay to the
Trustee, for the benefit of the holders of the Debentures the whole amount that
then shall have become due and payable on all Debentures for principal and
premium, if any, or interest, or both, as the case may be, with Additional
Interest accrued on the Debentures (to the extent that payment of such interest
is enforceable under applicable law and, if the Debentures are held by the Trust
or a trustee of such Trust, without duplication of any other amounts paid by the
Trust or a trustee in respect thereof); and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection,
including a reasonable compensation to the Trustee, its agents, attorneys and
counsel, and any other amounts due to the Trustee under Section 6.6. In case the
Company shall fail forthwith to pay such amounts upon such demand, the Trustee,
in its own name and as trustee of an express trust, shall be entitled and
empowered to institute any actions or proceedings at law or in equity for the
collection of the sums so due and unpaid, and may prosecute any such action or
proceeding to judgment or final decree, and may enforce any such judgment or
final decree against the Company or any other obligor on such Debentures and
collect in the manner provided by law out of the property of the


                                       23
<PAGE>
Company or any other obligor on such Debentures wherever situated the moneys
adjudged or decreed to be payable.

     In case there shall be pending proceedings for the bankruptcy or for the
reorganization of the Company or any other obligor on the Debentures under
Bankruptcy Law, or in case a receiver or trustee shall have been appointed for
the property of the Company or such other obligor, or in the case of any other
similar judicial proceedings relative to the Company or other obligor upon the
Debentures, or to the creditors or property of the Company or such other
obligor, the Trustee, irrespective of whether the principal of the Debentures
shall then be due and payable as therein expressed or by declaration of
acceleration or otherwise and irrespective of whether the Trustee shall have
made any demand pursuant to the provisions of this Section 5.2, shall be
entitled and empowered, by intervention in such proceedings or otherwise,

     (i)  to file and prove a claim or claims for the whole amount of principal
          and interest owing and unpaid in respect of the Debentures,

     (ii) in case of any judicial proceedings, to file such proofs of claim and
          other papers or documents as may be necessary or advisable in order to
          have the claims of the Trustee (including any claim for reasonable
          compensation to the Trustee and each predecessor Trustee, and their
          respective agents, attorneys and counsel, and for reimbursement of all
          other amounts due to the Trustee under Section 6.6), and of the
          Securityholders allowed in such judicial proceedings relative to the
          Company or any other obligor on the Debentures, or to the creditors or
          property of the Company or such other obligor, unless prohibited by
          applicable law and regulations, to vote on behalf of the holders of
          the Debentures in any election of a trustee or a standby trustee in
          arrangement, reorganization, liquidation or other bankruptcy or
          insolvency proceedings or Person performing similar functions in
          comparable proceedings,

     (iii) to collect and receive any moneys or other property payable or
          deliverable on any such claims, and

     (iv) to distribute the same after the deduction of its charges and
          expenses.

Any receiver, assignee or trustee in bankruptcy or reorganization is hereby
authorized by each of the Securityholders to make such payments to the Trustee,
and, in the event that the Trustee shall consent to the making of such payments
directly to the Securityholders, to pay to the Trustee such amounts as shall be
sufficient to cover reasonable compensation to the Trustee, each predecessor
Trustee and their respective agents, attorneys and counsel, and all other
amounts due to the Trustee under Section 6.6.

     Nothing herein contained shall be construed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Securityholder any
plan of reorganization, arrangement, adjustment or composition affecting the
Debentures or the rights of any holder thereof or to authorize the Trustee to
vote in respect of the claim of any Securityholder in any such proceeding.

     All rights of action and of asserting claims under this Indenture, or under
any of the Debentures, may be enforced by the Trustee without the possession of
any of the Debentures, or the production thereof at any trial or other
proceeding relative thereto, and any such suit or proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall be for the ratable benefit of the holders of the
Debentures.

     In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party), the Trustee shall be held to


                                       24
<PAGE>
represent all the holders of the Debentures, and it shall not be necessary to
make any holders of the Debentures parties to any such proceedings.

     SECTION 5.3. APPLICATION OF MONEYS COLLECTED BY TRUSTEE. Any moneys
collected by the Trustee pursuant to this Article V shall be applied in the
following order, at the date or dates fixed by the Trustee for the distribution
of such moneys, upon presentation of the several Debentures in respect of which
moneys have been collected, and stamping thereon the payment, if only partially
paid, and upon surrender thereof if fully paid:

     First: To the payment of costs and expenses incurred by, and reasonable
fees of, the Trustee, its agents, attorneys and counsel, and of all other
amounts due to the Trustee under Section 6.6;

     Second: To the payment of all Senior Indebtedness of the Company if and to
the extent required by Article XV;

     Third: To the payment of the amounts then due and unpaid upon Debentures
for principal (and premium, if any), and interest on the Debentures, in respect
of which or for the benefit of which money has been collected, ratably, without
preference or priority of any kind, according to the amounts due on such
Debentures (including Additional Interest); and

     Fourth: The balance, if any, to the Company.

     SECTION 5.4. PROCEEDINGS BY SECURITYHOLDERS. No holder of any Debenture
shall have any right to institute any suit, action or proceeding for any remedy
hereunder, unless such holder previously shall have given to the Trustee written
notice of an Event of Default with respect to the Debentures and unless the
holders of not less than 25% in aggregate principal amount of the Debentures
then outstanding shall have given the Trustee a written request to institute
such action, suit or proceeding and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred thereby, and the Trustee for 60 days after its
receipt of such notice, request and offer of indemnity shall have failed to
institute any such action, suit or proceeding.

     Notwithstanding any other provisions in this Indenture, however, the right
of any holder of any Debenture to receive payment of the principal of, premium,
if any, and interest, on such Debenture when due, or to institute suit for the
enforcement of any such payment, shall not be impaired or affected without the
consent of such holder and by accepting a Debenture hereunder it is expressly
understood, intended and covenanted by the taker and holder of every Debenture
with every other such taker and holder and the Trustee, that no one or more
holders of Debentures shall have any right in any manner whatsoever by virtue or
by availing itself of any provision of this Indenture to affect, disturb or
prejudice the rights of the holders of any other Debentures, or to obtain or
seek to obtain priority over or preference to any other such holder, or to
enforce any right under this Indenture, except in the manner herein provided and
for the equal, ratable and common benefit of all holders of Debentures. For the
protection and enforcement of the provisions of this Section, each and every
Securityholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.

     SECTION 5.5. PROCEEDINGS BY TRUSTEE. In case of an Event of Default
hereunder the Trustee may in its discretion proceed to protect and enforce the
rights vested in it by this Indenture by such appropriate judicial proceedings
as the Trustee shall deem most effectual to protect and enforce any of such
rights, either by suit in equity or by action at law or by proceeding in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.


                                       25
<PAGE>
     SECTION 5.6. REMEDIES CUMULATIVE AND CONTINUING; DELAY OR OMISSION NOT A
WAIVER. Except as otherwise provided in Section 2.6, all powers and remedies
given by this Article V to the Trustee or to the Securityholders shall, to the
extent permitted by law, be deemed cumulative and not exclusive of any other
powers and remedies available to the Trustee or the holders of the Debentures,
by judicial proceedings or otherwise, to enforce the performance or observance
of the covenants and agreements contained in this Indenture or otherwise
established with respect to the Debentures, and no delay or omission of the
Trustee or of any holder of any of the Debentures to exercise any right, remedy
or power accruing upon any Event of Default occurring and continuing as
aforesaid shall impair any such right, remedy or power, or shall be construed to
be a waiver of any such default or an acquiescence therein; and, subject to the
provisions of Section 5.4, every power and remedy given by this Article V or by
law to the Trustee or to the Securityholders may be exercised from time to time,
and as often as shall be deemed expedient, by the Trustee (in accordance with
its duties under Section 6.1) or by the Securityholders.

     SECTION 5.7. DIRECTION OF PROCEEDINGS AND WAIVER OF DEFAULTS BY MAJORITY OF
SECURITYHOLDERS. The holders of a majority in aggregate principal amount of the
Debentures affected (voting as one class) at the time outstanding shall have the
right to direct the time, method, and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee with respect to such Debentures; provided, however, that (subject to
the provisions of Section 6.1) the Trustee shall have the right to decline to
follow any such direction if the Trustee shall determine that the action so
directed would be unjustly prejudicial to the holders not taking part in such
direction or if the Trustee being advised by counsel determines that the action
or proceeding so directed may not lawfully be taken or if a Responsible Officer
of the Trustee shall determine that the action or proceedings so directed would
involve the Trustee in personal liability.

     The holders of a majority in aggregate principal amount of the Debentures
at the time outstanding may on behalf of the holders of all of the Debentures
waive (or modify any previously granted waiver of) any past default or Event of
Default, and its consequences, except a default (a) in the payment of principal
of, premium, if any, or interest on any of the Debentures, (b) in respect of
covenants or provisions hereof which cannot be modified or amended without the
consent of the holder of each Debenture affected, or (c) in respect of the
covenants contained in Section 3.9; provided, however, that if the Debentures
are held by the Trust or a trustee of such trust, such waiver or modification to
such waiver shall not be effective until the holders of a majority in
Liquidation Amount of Trust Securities of the Trust shall have consented to such
waiver or modification to such waiver, provided, further, that if the consent of
the holder of each outstanding Debenture is required, such waiver shall not be
effective until each holder of the Trust Securities of the Trust shall have
consented to such waiver. Upon any such waiver, the default covered thereby
shall be deemed to be cured for all purposes of this Indenture and the Company,
the Trustee and the holders of the Debentures shall be restored to their former
positions and rights hereunder, respectively; but no such waiver shall extend to
any subsequent or other default or Event of Default or impair any right
consequent thereon. Whenever any default or Event of Default hereunder shall
have been waived as permitted by this Section, said default or Event of Default
shall for all purposes of the Debentures and this Indenture be deemed to have
been cured and to be not continuing.

     SECTION 5.8. NOTICE OF DEFAULTS. The Trustee shall, within 90 days after
the actual knowledge by a Responsible Officer of the Trustee of the occurrence
of a default with respect to the Debentures, mail to all Securityholders, as the
names and addresses of such holders appear upon the Debenture Register, notice
of all defaults with respect to the Debentures known to the Trustee, unless such
defaults shall have been cured before the giving of such notice (the term
"defaults" for the purpose of this Section 5.8 being hereby defined to be the
events specified in clauses (a), (b), (c), (d), (e) and (f) of Section 5.1, not
including periods of grace, if any, provided for therein); provided, however,
that, except in the case of default in the payment of the principal of, premium,
if any, or interest on any of the Debentures, the


                                       26
<PAGE>
Trustee shall be protected in withholding such notice if and so long as a
Responsible Officer of the Trustee in good faith determines that the withholding
of such notice is in the interests of the Securityholders.

     SECTION 5.9. UNDERTAKING TO PAY COSTS. All parties to this Indenture agree,
and each holder of any Debenture by his acceptance thereof shall be deemed to
have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit, and
that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees and expenses, against any party litigant in such
suit, having due regard to the merits and good faith of the claims or defenses
made by such party litigant; provided, however, that the provisions of this
Section 5.9 shall not apply to any suit instituted by the Trustee, to any suit
instituted by any Securityholder, or group of Securityholders, holding in the
aggregate more than 10% in principal amount of the Debentures outstanding, or to
any suit instituted by any Securityholder for the enforcement of the payment of
the principal of (or premium, if any) or interest on any Debenture against the
Company on or after the same shall have become due and payable.

                                   ARTICLE VI.
                             CONCERNING THE TRUSTEE

     SECTION 6.1. DUTIES AND RESPONSIBILITIES OF TRUSTEE. With respect to the
holders of Debentures issued hereunder, the Trustee, prior to the occurrence of
an Event of Default with respect to the Debentures and after the curing or
waiving of all Events of Default which may have occurred, with respect to the
Debentures, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture, and no implied covenants shall be read
into this Indenture against the Trustee. In case an Event of Default with
respect to the Debentures has occurred (which has not been cured or waived), the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.

     No provision of this Indenture shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act or
its own willful misconduct, except that:

     (a) prior to the occurrence of an Event of Default with respect to
Debentures and after the curing or waiving of all Events of Default which may
have occurred

          (1) the duties and obligations of the Trustee with respect to
          Debentures shall be determined solely by the express provisions of
          this Indenture, and the Trustee shall not be liable except for the
          performance of such duties and obligations with respect to the
          Debentures as are specifically set forth in this Indenture, and no
          implied covenants or obligations shall be read into this Indenture
          against the Trustee, and

          (2) in the absence of bad faith on the part of the Trustee, the
          Trustee may conclusively rely, as to the truth of the statements and
          the correctness of the opinions expressed therein, upon any
          certificates or opinions furnished to the Trustee and conforming to
          the requirements of this Indenture; but, in the case of any such
          certificates or opinions which by any provision hereof are
          specifically required to be furnished to the Trustee, the Trustee
          shall be under a duty to examine the same to determine whether or not
          they conform to the requirements of this Indenture;


                                       27
<PAGE>
     (b) the Trustee shall not be liable for any error of judgment made in good
faith by a Responsible Officer or Officers of the Trustee, unless it shall be
proved that the Trustee was negligent in ascertaining the pertinent facts; and

     (c) the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith, in accordance with the direction of the
Securityholders pursuant to Section 5.7, relating to the time, method and place
of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Indenture.

     None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers, if there is ground for believing that the repayment of
such funds or liability is not assured to it under the terms of this Indenture
or indemnity satisfactory to the Trustee against such risk is not reasonably
assured to it.

     SECTION 6.2. RELIANCE ON DOCUMENTS, OPINIONS, ETC. Except as otherwise
provided in Section 6.1:

     (a) the Trustee may conclusively rely and shall be fully protected in
acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, bond, note,
debenture or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties;

     (b) any request, direction, order or demand of the Company mentioned herein
shall be sufficiently evidenced by an Officers' Certificate (unless other
evidence in respect thereof be herein specifically prescribed); and any Board
Resolution may be evidenced to the Trustee by a copy thereof certified by the
Secretary or an Assistant Secretary of the Company;

     (c) the Trustee may consult with counsel of its selection and any advice or
Opinion of Counsel shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted by it hereunder in good faith
and in accordance with such advice or Opinion of Counsel;

     (d) the Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request, order or direction of
any of the Securityholders, pursuant to the provisions of this Indenture, unless
such Securityholders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which may be incurred
therein or thereby;

     (e) the Trustee shall not be liable for any action taken or omitted by it
in good faith and believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Indenture; nothing contained herein
shall, however, relieve the Trustee of the obligation, upon the occurrence of an
Event of Default with respect to the Debentures (that has not been cured or
waived) to exercise with respect to Debentures such of the rights and powers
vested in it by this Indenture, and to use the same degree of care and skill in
their exercise, as a prudent man would exercise or use under the circumstances
in the conduct of his own affairs;

     (f) the Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond, debenture,
coupon or other paper or document, unless requested in writing to do so by the
holders of not less than a majority in aggregate principal amount of the
outstanding Debentures affected thereby; provided, however, that if the payment
within a reasonable time to the Trustee of the costs, expenses or liabilities
likely to be incurred by it in the making of such investigation is, in the
opinion of the Trustee, not reasonably assured to the Trustee by the security
afforded to it by the terms of this Indenture, the


                                       28
<PAGE>
Trustee may require reasonable indemnity against such expense or liability as a
condition to so proceeding;

     (g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents (including
any Authenticating Agent) or attorneys, and the Trustee shall not be responsible
for any misconduct or negligence on the part of any such agent or attorney
appointed by it with due care; and

     (h) with the exceptions of defaults under Sections 5.1(a) or (b), the
Trustee shall not be charged with knowledge of any Default or Event of Default
with respect to the Debentures unless a written notice of such Default or Event
of Default shall have been given to the Trustee by the Company or any other
obligor on the Debentures or by any holder of the Debentures.

     SECTION 6.3. NO RESPONSIBILITY FOR RECITALS, ETC. The recitals contained
herein and in the Debentures (except in the certificate of authentication of the
Trustee or the Authenticating Agent) shall be taken as the statements of the
Company, and the Trustee and the Authenticating Agent assume no responsibility
for the correctness of the same. The Trustee and the Authenticating Agent make
no representations as to the validity or sufficiency of this Indenture or of the
Debentures. The Trustee and the Authenticating Agent shall not be accountable
for the use or application by the Company of any Debentures or the proceeds of
any Debentures authenticated and delivered by the Trustee or the Authenticating
Agent in conformity with the provisions of this Indenture.

     SECTION 6.4. TRUSTEE, AUTHENTICATING AGENT, PAYING AGENTS, TRANSFER AGENTS
OR REGISTRAR MAY OWN DEBENTURES. The Trustee or any Authenticating Agent or any
paying agent or any transfer agent or any Debenture registrar, in its individual
or any other capacity, may become the owner or pledgee of Debentures with the
same rights it would have if it were not Trustee, Authenticating Agent, paying
agent, transfer agent or Debenture registrar.

     SECTION 6.5. MONEYS TO BE HELD IN TRUST. Subject to the provisions of
Section 12.4, all moneys received by the Trustee or any paying agent shall,
until used or applied as herein provided, be held in trust for the purpose for
which they were received, but need not be segregated from other funds except to
the extent required by law. The Trustee and any paying agent shall be under no
liability for interest on any money received by it hereunder except as otherwise
agreed in writing with the Company. So long as no Event of Default shall have
occurred and be continuing, all interest allowed on any such moneys shall be
paid from time to time upon the written order of the Company, signed by the
Chairman of the Board of Directors, the Chief Executive Officer, the President,
a Managing Director, a Vice President, the Treasurer or an Assistant Treasurer
of the Company.

     SECTION 6.6. COMPENSATION AND EXPENSES OF TRUSTEE. The Company covenants
and agrees to pay or reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all Persons not regularly in its employ) except any such expense, disbursement
or advance as may arise from its negligence or willful misconduct. For purposes
of clarification, this Section 6.6 does not contemplate the payment by the
Company of acceptance or annual administration fees owing to the Trustee
pursuant to the services to be provided by the Trustee under this Indenture or
the fees and expenses of the Trustee's counsel in connection with the closing of
the transactions contemplated by this Indenture. The Company also covenants to
indemnify each of the Trustee or any predecessor Trustee (and its officers,
agents, directors and employees) for, and to hold it harmless against, any and
all loss, damage, claim, liability or expense including taxes (other than taxes
based on the income of the Trustee) incurred without negligence or willful
misconduct on the part of the Trustee and arising out of or in connection with
the acceptance or administration of this trust, including the costs and expenses
of defending itself against any claim of


                                       29
<PAGE>
liability. The obligations of the Company under this Section 6.6 to compensate
and indemnify the Trustee and to pay or reimburse the Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder.
Such additional indebtedness shall be secured by a lien prior to that of the
Debentures upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the benefit of the holders of particular
Debentures.

     Without prejudice to any other rights available to the Trustee under
applicable law, when the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 5.1(d), (e) or (f), the
expenses (including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable federal or state bankruptcy, insolvency or
other similar law.

     The provisions of this Section shall survive the resignation or removal of
the Trustee and the defeasance or other termination of this Indenture.

     Notwithstanding anything in this Indenture or any Debenture to the
contrary, the Trustee shall have no obligation whatsoever to advance funds to
pay any principal of or interest on or other amounts with respect to the
Debentures or otherwise advance funds to or on behalf of the Company.

     SECTION 6.7. OFFICERS' CERTIFICATE AS EVIDENCE. Except as otherwise
provided in Sections 6.1 and 6.2, whenever in the administration of the
provisions of this Indenture the Trustee shall deem it necessary or desirable
that a matter be proved or established prior to taking or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or willful misconduct
on the part of the Trustee, be deemed to be conclusively proved and established
by an Officers' Certificate delivered to the Trustee, and such certificate, in
the absence of negligence or willful misconduct on the part of the Trustee,
shall be full warrant to the Trustee for any action taken or omitted by it under
the provisions of this Indenture upon the faith thereof.

     SECTION 6.8. ELIGIBILITY OF TRUSTEE. The Trustee hereunder shall at all
times be a corporation organized and doing business under the laws of the United
States of America or any state or territory thereof or of the District of
Columbia or a corporation or other Person authorized under such laws to exercise
corporate trust powers, having (or whose obligations under this Indenture are
guaranteed by an affiliate having) a combined capital and surplus of at least 50
million U.S. dollars ($50,000,000.00) and subject to supervision or examination
by federal, state, territorial, or District of Columbia authority. If such
corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section 6.8 the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent records of condition so published.

     The Company may not, nor may any Person directly or indirectly controlling,
controlled by, or under common control with the Company, serve as Trustee.

     In case at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section 6.8, the Trustee shall resign immediately in
the manner and with the effect specified in Section 6.9.

     If the Trustee has or shall acquire any "conflicting interest" within the
meaning of Section 310(b) of the Trust Indenture Act of 1939, the Trustee shall
either eliminate such interest or resign, to the extent and in the manner
described by this Indenture.


                                       30
<PAGE>
     SECTION 6.9. RESIGNATION OR REMOVAL OF TRUSTEE.

     (a) The Trustee, or any trustee or trustees hereafter appointed, may at any
time resign by giving written notice of such resignation to the Company and by
mailing notice thereof, at the Company's expense, to the holders of the
Debentures at their addresses as they shall appear on the Debenture Register.
Upon receiving such notice of resignation, the Company shall promptly appoint a
successor trustee or trustees by written instrument, in duplicate, executed by
order of its Board of Directors, one copy of which instrument shall be delivered
to the resigning Trustee and one copy to the successor Trustee. If no successor
Trustee shall have been so appointed and have accepted appointment within 30
days after the mailing of such notice of resignation to the affected
Securityholders, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee, or any Securityholder
who has been a bona fide holder of a Debenture or Debentures for at least six
months may, subject to the provisions of Section 5.9, on behalf of himself and
all others similarly situated, petition any such court for the appointment of a
successor Trustee. Such court may thereupon, after such notice, if any, as it
may deem proper and prescribe, appoint a successor Trustee.

     (b) In case at any time any of the following shall occur --

          (1) the Trustee shall fail to comply with the provisions of Section
          6.8 after written request therefor by the Company or by any
          Securityholder who has been a bona fide holder of a Debenture or
          Debentures for at least 6 months, or

          (2) the Trustee shall cease to be eligible in accordance with the
          provisions of Section 6.8 and shall fail to resign after written
          request therefor by the Company or by any such Securityholder, or

          (3) the Trustee shall become incapable of acting, or shall be adjudged
          as bankrupt or insolvent, or a receiver of the Trustee or of its
          property shall be appointed, or any public officer shall take charge
          or control of the Trustee or of its property or affairs for the
          purpose of rehabilitation, conservation or liquidation,

then, in any such case, the Company may remove the Trustee and appoint a
successor Trustee by written instrument, in duplicate, executed by order of the
Board of Directors, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor Trustee, or, subject to the
provisions of Section 5.9, any Securityholder who has been a bona fide holder of
a Debenture or Debentures for at least 6 months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor Trustee. Such
court may thereupon, after such notice, if any, as it may deem proper and
prescribe, remove the Trustee and appoint successor Trustee.

     (c) Upon prior written notice to the Company and the Trustee, the holders
of a majority in aggregate principal amount of the Debentures at the time
outstanding may at any time remove the Trustee and nominate a successor Trustee,
which shall be deemed appointed as successor Trustee unless within 10 Business
Days after such nomination the Company objects thereto, in which case, or in the
case of a failure by such holders to nominate a successor Trustee, the Trustee
so removed or any Securityholder, upon the terms and conditions and otherwise as
in subsection (a) of this Section 6.9 provided, may petition any court of
competent jurisdiction for an appointment of a successor.

     (d) Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor Trustee as provided in
Section 6.10.


                                       31
<PAGE>
     SECTION 6.10. ACCEPTANCE BY SUCCESSOR TRUSTEE. Any successor Trustee
appointed as provided in Section 6.9 shall execute, acknowledge and deliver to
the Company and to its predecessor Trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, duties
and obligations with respect to the Debentures of its predecessor hereunder,
with like effect as if originally named as Trustee herein; but, nevertheless, on
the written request of the Company or of the successor Trustee, the Trustee
ceasing to act shall, upon payment of any amounts then due it pursuant to the
provisions of Section 6.6, execute and deliver an instrument transferring to
such successor Trustee all the rights and powers of the Trustee so ceasing to
act and shall duly assign, transfer and deliver to such successor Trustee all
property and money held by such retiring Trustee thereunder. Upon request of any
such successor Trustee, the Company shall execute any and all instruments in
writing for more fully and certainly vesting in and confirming to such successor
Trustee all such rights and powers. Any Trustee ceasing to act shall,
nevertheless, retain a lien upon all property or funds held or collected by such
Trustee to secure any amounts then due it pursuant to the provisions of Section
6.6.

     If a successor Trustee is appointed, the Company, the retiring Trustee and
the successor Trustee shall execute and deliver an indenture supplemental hereto
which shall contain such provisions as shall be deemed necessary or desirable to
confirm that all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Debentures as to which the predecessor Trustee is not
retiring shall continue to be vested in the predecessor Trustee, and shall add
to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the Trust hereunder by more than
one Trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such Trustees co-trustees of the same trust and that
each such Trustee shall be Trustee of a trust or trusts hereunder separate and
apart from any trust or trusts hereunder administered by any other such Trustee.

     No successor Trustee shall accept appointment as provided in this Section
unless at the time of such acceptance such successor Trustee shall be eligible
under the provisions of Section 6.8.

     In no event shall a retiring Trustee be liable for the acts or omissions of
any successor Trustee hereunder.

     Upon acceptance of appointment by a successor Trustee as provided in this
Section 6.10, the Company shall mail notice of the succession of such Trustee
hereunder to the holders of Debentures at their addresses as they shall appear
on the Debenture Register. If the Company fails to mail such notice within 10
Business Days after the acceptance of appointment by the successor Trustee, the
successor Trustee shall cause such notice to be mailed at the expense of the
Company.

     SECTION 6.11. SUCCESSION BY MERGER, ETC. Any corporation into which the
Trustee may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any corporation succeeding to all or substantially
all of the corporate trust business of the Trustee, shall be the successor of
the Trustee hereunder without the execution or filing of any paper or any
further act on the part of any of the parties hereto; provided such corporation
shall be otherwise eligible and qualified under this Article.

     In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Debentures shall have been
authenticated but not delivered, any such successor to the Trustee may adopt the
certificate of authentication of any predecessor Trustee, and deliver such
Debentures so authenticated; and in case at that time any of the Debentures
shall not have been authenticated, any successor to the Trustee may authenticate
such Debentures either in the name of any predecessor hereunder or in the name
of the successor Trustee; and in all such cases such certificates shall have the
full force which it is anywhere in the Debentures or in this Indenture provided
that the certificate


                                       32
<PAGE>
of the Trustee shall have; provided, however, that the right to adopt the
certificate of authentication of any predecessor Trustee or authenticate
Debentures in the name of any predecessor Trustee shall apply only to its
successor or successors by merger, conversion or consolidation.

     SECTION 6.12. AUTHENTICATING AGENTS. There may be one or more
Authenticating Agents appointed by the Trustee upon the request of the Company
with power to act on its behalf and subject to its direction in the
authentication and delivery of Debentures issued upon exchange or registration
of transfer thereof as fully to all intents and purposes as though any such
Authenticating Agent had been expressly authorized to authenticate and deliver
Debentures; provided, however, that the Trustee shall have no liability to the
Company for any acts or omissions of the Authenticating Agent with respect to
the authentication and delivery of Debentures. Any such Authenticating Agent
shall at all times be a corporation organized and doing business under the laws
of the United States or of any state or territory thereof or of the District of
Columbia authorized under such laws to act as Authenticating Agent, having a
combined capital and surplus of at least $50,000,000.00 and being subject to
supervision or examination by federal, state, territorial or District of
Columbia authority. If such corporation publishes reports of condition at least
annually pursuant to law or the requirements of such authority, then for the
purposes of this Section 6.12 the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect herein specified in this Section.

     Any corporation into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any Authenticating Agent
shall be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of any Authenticating Agent, shall be the successor
of such Authenticating Agent hereunder, if such successor corporation is
otherwise eligible under this Section 6.12 without the execution or filing of
any paper or any further act on the part of the parties hereto or such
Authenticating Agent.

     Any Authenticating Agent may at any time resign by giving written notice of
resignation to the Trustee and to the Company. The Trustee may at any time
terminate the agency of any Authenticating Agent with respect to the Debentures
by giving written notice of termination to such Authenticating Agent and to the
Company. Upon receiving such a notice of resignation or upon such a termination,
or in case at any time any Authenticating Agent shall cease to be eligible under
this Section 6.12, the Trustee may, and upon the request of the Company shall,
promptly appoint a successor Authenticating Agent eligible under this Section
6.12, shall give written notice of such appointment to the Company and shall
mail notice of such appointment to all holders of Debentures as the names and
addresses of such holders appear on the Debenture Register. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all rights, powers, duties and responsibilities with respect to the
Debentures of its predecessor hereunder, with like effect as if originally named
as Authenticating Agent herein.

     The Company agrees to pay to any Authenticating Agent from time to time
reasonable compensation for its services. Any Authenticating Agent shall have no
responsibility or liability for any action taken by it as such in accordance
with the directions of the Trustee.

                                  ARTICLE VII.
                         CONCERNING THE SECURITYHOLDERS

     SECTION 7.1. ACTION BY SECURITYHOLDERS. Whenever in this Indenture it is
provided that the holders of a specified percentage in aggregate principal
amount of the Debentures may take any action (including the making of any demand
or request, the giving of any notice, consent or waiver or the taking


                                       33
<PAGE>
of any other action) the fact that at the time of taking any such action the
holders of such specified percentage have joined therein may be evidenced (a) by
any instrument or any number of instruments of similar tenor executed by such
Securityholders in person or by agent or proxy appointed in writing, or (b) by
the record of such holders of Debentures voting in favor thereof at any meeting
of such Securityholders duly called and held in accordance with the provisions
of Article VIII, or (c) by a combination of such instrument or instruments and
any such record of such a meeting of such Securityholders or (d) by any other
method the Trustee deems satisfactory.

     If the Company shall solicit from the Securityholders any request, demand,
authorization, direction, notice, consent, waiver or other action or revocation
of the same, the Company may, at its option, as evidenced by an Officers'
Certificate, fix in advance a record date for such Debentures for the
determination of Securityholders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other action or revocation
of the same, but the Company shall have no obligation to do so. If such a record
date is fixed, such request, demand, authorization, direction, notice, consent,
waiver or other action or revocation of the same may be given before or after
the record date, but only the Securityholders of record at the close of business
on the record date shall be deemed to be Securityholders for the purposes of
determining whether Securityholders of the requisite proportion of outstanding
Debentures have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other action or revocation
of the same, and for that purpose the outstanding Debentures shall be computed
as of the record date; provided, however, that no such authorization, agreement
or consent by such Securityholders on the record date shall be deemed effective
unless it shall become effective pursuant to the provisions of this Indenture
not later than 6 months after the record date.

     SECTION 7.2. PROOF OF EXECUTION BY SECURITYHOLDERS. Subject to the
provisions of Section 6.1, 6.2 and 8.5, proof of the execution of any instrument
by a Securityholder or his agent or proxy shall be sufficient if made in
accordance with such reasonable rules and regulations as may be prescribed by
the Trustee or in such manner as shall be satisfactory to the Trustee. The
ownership of Debentures shall be proved by the Debenture Register or by a
certificate of the Debenture registrar. The Trustee may require such additional
proof of any matter referred to in this Section as it shall deem necessary.

     The record of any Securityholders' meeting shall be proved in the manner
provided in Section 8.6.

     SECTION 7.3. WHO ARE DEEMED ABSOLUTE OWNERS. Prior to due presentment for
registration of transfer of any Debenture, the Company, the Trustee, any
Authenticating Agent, any paying agent, any transfer agent and any Debenture
registrar may deem the Person in whose name such Debenture shall be registered
upon the Debenture Register to be, and may treat him as, the absolute owner of
such Debenture (whether or not such Debenture shall be overdue) for the purpose
of receiving payment of or on account of the principal of, premium, if any, and
interest on such Debenture and for all other purposes; and neither the Company
nor the Trustee nor any Authenticating Agent nor any paying agent nor any
transfer agent nor any Debenture registrar shall be affected by any notice to
the contrary. All such payments so made to any holder for the time being or upon
his order shall be valid, and, to the extent of the sum or sums so paid,
effectual to satisfy and discharge the liability for moneys payable upon any
such Debenture.

     SECTION 7.4. DEBENTURES OWNED BY COMPANY DEEMED NOT OUTSTANDING. In
determining whether the holders of the requisite aggregate principal amount of
Debentures have concurred in any direction, consent or waiver under this
Indenture, Debentures which are owned by the Company or any other obligor on the
Debentures or by any Person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Company or any other obligor
on the Debentures shall be disregarded and deemed not to be outstanding for the
purpose of any such determination; provided,


                                       34
<PAGE>
however, that for the purposes of determining whether the Trustee shall be
protected in relying on any such direction, consent or waiver, only Debentures
which a Responsible Officer of the Trustee actually knows are so owned shall be
so disregarded. Debentures so owned which have been pledged in good faith may be
regarded as outstanding for the purposes of this Section 7.4 if the pledgee
shall establish to the satisfaction of the Trustee the pledgee's right to vote
such Debentures and that the pledgee is not the Company or any such other
obligor or Person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Company or any such other obligor. In
the case of a dispute as to such right, any decision by the Trustee taken upon
the advice of counsel shall be full protection to the Trustee.

     SECTION 7.5. REVOCATION OF CONSENTS; FUTURE HOLDERS BOUND. At any time
prior to (but not after) the evidencing to the Trustee, as provided in Section
7.1, of the taking of any action by the holders of the percentage in aggregate
principal amount of the Debentures specified in this Indenture in connection
with such action, any holder (in cases where no record date has been set
pursuant to Section 7.1) or any holder as of an applicable record date (in cases
where a record date has been set pursuant to Section 7.1) of a Debenture (or any
Debenture issued in whole or in part in exchange or substitution therefor) the
serial number of which is shown by the evidence to be included in the Debentures
the holders of which have consented to such action may, by filing written notice
with the Trustee at the Principal Office of the Trustee and upon proof of
holding as provided in Section 7.2, revoke such action so far as concerns such
Debenture (or so far as concerns the principal amount represented by any
exchanged or substituted Debenture). Except as aforesaid any such action taken
by the holder of any Debenture shall be conclusive and binding upon such holder
and upon all future holders and owners of such Debenture, and of any Debenture
issued in exchange or substitution therefor or on registration of transfer
thereof, irrespective of whether or not any notation in regard thereto is made
upon such Debenture or any Debenture issued in exchange or substitution
therefor.

                                  ARTICLE VIII.
                            SECURITYHOLDERS' MEETINGS

     SECTION 8.1. PURPOSES OF MEETINGS. A meeting of Securityholders may be
called at any time and from time to time pursuant to the provisions of this
Article VIII for any of the following purposes:

     (a) to give any notice to the Company or to the Trustee, or to give any
directions to the Trustee, or to consent to the waiving of any default hereunder
and its consequences, or to take any other action authorized to be taken by
Securityholders pursuant to any of the provisions of Article V;

     (b) to remove the Trustee and nominate a successor trustee pursuant to the
provisions of Article VI;

     (c) to consent to the execution of an indenture or indentures supplemental
hereto pursuant to the provisions of Section 9.2; or

     (d) to take any other action authorized to be taken by or on behalf of the
holders of any specified aggregate principal amount of such Debentures under any
other provision of this Indenture or under applicable law.

     SECTION 8.2. CALL OF MEETINGS BY TRUSTEE. The Trustee may at any time call
a meeting of Securityholders to take any action specified in Section 8.1, to be
held at such time and at such place as the Trustee shall determine. Notice of
every meeting of the Securityholders, setting forth the time and the place of
such meeting and in general terms the action proposed to be taken at such
meeting, shall be mailed to holders of Debentures affected at their addresses as
they shall appear on the Debentures


                                       35
<PAGE>
Register and, if the Company is not a holder of Debentures, to the Company. Such
notice shall be mailed not less than 20 nor more than 180 days prior to the date
fixed for the meeting.

     SECTION 8.3. CALL OF MEETINGS BY COMPANY OR SECURITYHOLDERS. In case at any
time the Company pursuant to a Board Resolution, or the holders of at least 10%
in aggregate principal amount of the Debentures, as the case may be, then
outstanding, shall have requested the Trustee to call a meeting of
Securityholders, by written request setting forth in reasonable detail the
action proposed to be taken at the meeting, and the Trustee shall not have
mailed the notice of such meeting within 20 days after receipt of such request,
then the Company or such Securityholders may determine the time and the place
for such meeting and may call such meeting to take any action authorized in
Section 8.1, by mailing notice thereof as provided in Section 8.2.

     SECTION 8.4. QUALIFICATIONS FOR VOTING. To be entitled to vote at any
meeting of Securityholders a Person shall (a) be a holder of one or more
Debentures with respect to which the meeting is being held or (b) a Person
appointed by an instrument in writing as proxy by a holder of one or more such
Debentures. The only Persons who shall be entitled to be present or to speak at
any meeting of Securityholders shall be the Persons entitled to vote at such
meeting and their counsel and any representatives of the Trustee and its counsel
and any representatives of the Company and its counsel.

     SECTION 8.5. REGULATIONS. Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Securityholders, in regard to proof of the holding
of Debentures and of the appointment of proxies, and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall think fit.

     The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Securityholders as provided in Section 8.3, in which case the
Company or the Securityholders calling the meeting, as the case may be, shall in
like manner appoint a temporary chairman. A permanent chairman and a permanent
secretary of the meeting shall be elected by majority vote of the meeting.

     Subject to the provisions of Section 7.4, at any meeting each holder of
Debentures with respect to which such meeting is being held or proxy therefor
shall be entitled to one vote for each $1,000.00 principal amount of Debentures
held or represented by him; provided, however, that no vote shall be cast or
counted at any meeting in respect of any Debenture challenged as not outstanding
and ruled by the chairman of the meeting to be not outstanding. The chairman of
the meeting shall have no right to vote other than by virtue of Debentures held
by him or instruments in writing as aforesaid duly designating him as the Person
to vote on behalf of other Securityholders. Any meeting of Securityholders duly
called pursuant to the provisions of Section 8.2 or 8.3 may be adjourned from
time to time by a majority of those present, whether or not constituting a
quorum, and the meeting may be held as so adjourned without further notice.

     SECTION 8.6. VOTING. The vote upon any resolution submitted to any meeting
of holders of Debentures with respect to which such meeting is being held shall
be by written ballots on which shall be subscribed the signatures of such
holders or of their representatives by proxy and the serial number or numbers of
the Debentures held or represented by them. The permanent chairman of the
meeting shall appoint two inspectors of votes who shall count all votes cast at
the meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in triplicate of all
votes cast at the meeting. A record in duplicate of the proceedings of each
meeting of Securityholders shall be prepared by the secretary of the meeting and
there shall be attached to said record the original reports of the inspectors of
votes on any vote by ballot taken thereat and affidavits by one or more


                                       36
<PAGE>
Persons having knowledge of the facts setting forth a copy of the notice of the
meeting and showing that said notice was mailed as provided in Section 8.2. The
record shall show the serial numbers of the Debentures voting in favor of or
against any resolution. The record shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one of the
duplicates shall be delivered to the Company and the other to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting.

     Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

     SECTION 8.7. QUORUM; ACTIONS. The Persons entitled to vote a majority in
principal amount of the Debentures then outstanding shall constitute a quorum
for a meeting of Securityholders; provided, however, that if any action is to be
taken at such meeting with respect to a consent, waiver, request, demand,
notice, authorization, direction or other action which may be given by the
holders of not less than a specified percentage in principal amount of the
Debentures then outstanding, the Persons holding or representing such specified
percentage in principal amount of the Debentures then outstanding will
constitute a quorum. In the absence of a quorum within 30 minutes of the time
appointed for any such meeting, the meeting shall, if convened at the request of
Securityholders, be dissolved. In any other case the meeting may be adjourned
for a period of not less than 10 days as determined by the permanent chairman of
the meeting prior to the adjournment of such meeting. In the absence of a quorum
at any such adjourned meeting, such adjourned meeting may be further adjourned
for a period of not less than 10 days as determined by the permanent chairman of
the meeting prior to the adjournment of such adjourned meeting. Notice of the
reconvening of any adjourned meeting shall be given as provided in Section 8.2,
except that such notice need be given only once not less than 5 days prior to
the date on which the meeting is scheduled to be reconvened. Notice of the
reconvening of an adjourned meeting shall state expressly the percentage, as
provided above, of the principal amount of the Debentures then outstanding which
shall constitute a quorum.

     Except as limited by the provisos in the first paragraph of Section 9.2,
any resolution presented to a meeting or adjourned meeting duly reconvened at
which a quorum is present as aforesaid may be adopted by the affirmative vote of
the holders of a majority in principal amount of the Debentures then
outstanding; provided, however, that, except as limited by the provisos in the
first paragraph of Section 9.2, any resolution with respect to any consent,
waiver, request, demand, notice, authorization, direction or other action which
this Indenture expressly provides may be given by the holders of not less than a
specified percentage in principal amount of the Debentures then outstanding may
be adopted at a meeting or an adjourned meeting duly reconvened and at which a
quorum is present as aforesaid only by the affirmative vote of the holders of a
not less than such specified percentage in principal amount of the Debentures
then outstanding.

     Any resolution passed or decision taken at any meeting of holders of
Debentures duly held in accordance with this Section shall be binding on all the
Securityholders, whether or not present or represented at the meeting.

                                  ARTICLE IX.
                            SUPPLEMENTAL INDENTURES

     SECTION 9.1. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF SECURITYHOLDERS.
The Company, when authorized by a Board Resolution, and the Trustee may from
time to time and at any time enter into an indenture or indentures supplemental
hereto, without the consent of the Securityholders, for one or more of the
following purposes:


                                       37
<PAGE>
     (a) to evidence the succession of another Person to the Company, or
successive successions, and the assumption by the successor Person of the
covenants, agreements and obligations of the Company, pursuant to Article XI
hereof;

     (b) to add to the covenants of the Company such further covenants,
restrictions or conditions for the protection of the holders of Debentures as
the Board of Directors shall consider to be for the protection of the holders of
such Debentures, and to make the occurrence, or the occurrence and continuance,
of a default in any of such additional covenants, restrictions or conditions a
default or an Event of Default permitting the enforcement of all or any of the
several remedies provided in this Indenture as herein set forth; provided,
however, that in respect of any such additional covenant restriction or
condition such supplemental indenture may provide for a particular period of
grace after default (which period may be shorter or longer than that allowed in
the case of other defaults) or may provide for an immediate enforcement upon
such default or may limit the remedies available to the Trustee upon such
default;

     (c) to cure any ambiguity or to correct or supplement any provision
contained herein or in any supplemental indenture which may be defective or
inconsistent with any other provision contained herein or in any supplemental
indenture, or to make such other provisions in regard to matters or questions
arising under this Indenture; provided that any such action shall not materially
adversely affect the interests of the holders of the Debentures;

     (d) to add to, delete from, or revise the terms of Debentures, including,
without limitation, any terms relating to the issuance, exchange, registration
or transfer of Debentures, including to provide for transfer procedures and
restrictions substantially similar to those applicable to the Capital Securities
as required by Section 2.5 (for purposes of assuring that no registration of
Debentures is required under the Securities Act); provided, however, that any
such action shall not adversely affect the interests of the holders of the
Debentures then outstanding (it being understood, for purposes of this proviso,
that transfer restrictions on Debentures substantially similar to those that
were applicable to Capital Securities shall not be deemed to materially
adversely affect the holders of the Debentures);

     (e) to evidence and provide for the acceptance of appointment hereunder by
a successor Trustee with respect to the Debentures and to add to or change any
of the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Trustee;

     (f) to make any change (other than as elsewhere provided in this paragraph)
that does not adversely affect the rights of any Securityholder in any material
respect; or

     (g) to provide for the issuance of and establish the form and terms and
conditions of the Debentures, to establish the form of any certifications
required to be furnished pursuant to the terms of this Indenture or the
Debentures, or to add to the rights of the holders of Debentures.

     The Trustee is hereby authorized to join with the Company in the execution
of any such supplemental indenture, to make any further appropriate agreements
and stipulations which may be therein contained and to accept the conveyance,
transfer and assignment of any property thereunder, but the Trustee shall not be
obligated to, but may in its discretion, enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

     Any supplemental indenture authorized by the provisions of this Section 9.1
may be executed by the Company and the Trustee without the consent of the
holders of any of the Debentures at the time outstanding, notwithstanding any of
the provisions of Section 9.2.


                                       38
<PAGE>
     SECTION 9.2. SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS. With
the consent (evidenced as provided in Section 7.1) of the holders of not less
than a majority in aggregate principal amount of the Debentures at the time
outstanding affected by such supplemental indenture (voting as a class), the
Company, when authorized by a Board Resolution, and the Trustee may from time to
time and at any time enter into an indenture or indentures supplemental hereto
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of any supplemental
indenture or of modifying in any manner the rights of the holders of the
Debentures; provided, however, that no such supplemental indenture shall without
the consent of the holders of each Debenture then outstanding and affected
thereby (i) change the fixed maturity of any Debenture, or reduce the principal
amount thereof or any premium thereon, or reduce the rate or extend the time of
payment of interest thereon, or reduce any amount payable on redemption thereof
or make the principal thereof or any interest or premium thereon payable in any
coin or currency other than that provided in the Debentures, or impair or affect
the right of any Securityholder to institute suit for payment thereof or impair
the right of repayment, if any, at the option of the holder, or (ii) reduce the
aforesaid percentage of Debentures the holders of which are required to consent
to any such supplemental indenture; provided further, however, that if the
Debentures are held by a trust or a trustee of such trust, such supplemental
indenture shall not be effective until the holders of a majority in Liquidation
Amount of Trust Securities shall have consented to such supplemental indenture;
provided further, however, that if the consent of the Securityholder of each
outstanding Debenture is required, such supplemental indenture shall not be
effective until each holder of the Trust Securities shall have consented to such
supplemental indenture.

     Upon the request of the Company accompanied by a Board Resolution
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of Securityholders as
aforesaid, the Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter
into such supplemental indenture.

     Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Trustee
shall transmit by mail, first class postage prepaid, a notice, prepared by the
Company, setting forth in general terms the substance of such supplemental
indenture, to the Securityholders as their names and addresses appear upon the
Debenture Register. Any failure of the Trustee to mail such notice, or any
defect therein, shall not, however, in any way impair or affect the validity of
any such supplemental indenture.

     It shall not be necessary for the consent of the Securityholders under this
Section 9.2 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

     SECTION 9.3. EFFECT OF SUPPLEMENTAL INDENTURES. Upon the execution of any
supplemental indenture pursuant to the provisions of this Article IX, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitations of rights, obligations, duties
and immunities under this Indenture of the Trustee, the Company and the holders
of Debentures shall thereafter be determined, exercised and enforced hereunder
subject in all respects to such modifications and amendments and all the terms
and conditions of any such supplemental indenture shall be and be deemed to be
part of the terms and conditions of this Indenture for any and all purposes.

     SECTION 9.4. NOTATION ON DEBENTURES. Debentures authenticated and delivered
after the execution of any supplemental indenture pursuant to the provisions of
this Article IX may bear a notation as to any matter provided for in such
supplemental indenture. If the Company or the Trustee shall so determine, new
Debentures so modified as to conform, in the opinion of the Board of Directors
of the


                                       39
<PAGE>
Company, to any modification of this Indenture contained in any such
supplemental indenture may be prepared and executed by the Company,
authenticated by the Trustee or the Authenticating Agent and delivered in
exchange for the Debentures then outstanding.

     SECTION 9.5. EVIDENCE OF COMPLIANCE OF SUPPLEMENTAL INDENTURE TO BE
FURNISHED TO TRUSTEE. The Trustee, subject to the provisions of Sections 6.1 and
6.2, shall, in addition to the documents required by Section 14.6, receive an
Officers' Certificate and an Opinion of Counsel as conclusive evidence that any
supplemental indenture executed pursuant hereto complies with the requirements
of this Article IX. The Trustee shall receive an Opinion of Counsel as
conclusive evidence that any supplemental indenture executed pursuant to this
Article IX is authorized or permitted by, and conforms to, the terms of this
Article IX and that it is proper for the Trustee under the provisions of this
Article IX to join in the execution thereof.

                                   ARTICLE X.
                            REDEMPTION OF SECURITIES

     SECTION 10.1. OPTIONAL REDEMPTION. The Company shall have the right
(subject to the receipt by the Company of prior approval (i) if the Company is a
bank holding company, from the Federal Reserve, if then required under
applicable capital guidelines or policies of the Federal Reserve or (ii) if the
Company is a savings and loan holding company, from the OTS, if then required
under applicable capital guidelines or policies of the OTS) to redeem the
Debentures, in whole or in part, but in all cases in a principal amount with
integral multiples of $1,000.00, on any Interest Payment Date on or after the
Interest Payment Date in March 2010 (the "Redemption Date"), at the Redemption
Price.

     SECTION 10.2. SPECIAL EVENT REDEMPTION. If a Special Event shall occur and
be continuing, the Company shall have the right (subject to the receipt by the
Company of prior approval (i) if the Company is a bank holding company, from the
Federal Reserve, if then required under applicable capital guidelines or
policies of the Federal Reserve or (ii) if the Company is a savings and loan
holding company, from the OTS, if then required under applicable capital
guidelines or policies of the OTS) to redeem the Debentures in whole, but not in
part, at any Interest Payment Date, within 120 days following the occurrence of
such Special Event (the "Special Redemption Date") at the Special Redemption
Price. If the Special Event redemption occurs prior to the Interest Payment Date
in March 2010, the Company shall appoint a Quotation Agent, which shall be a
designee of the Institutional Trustee, for the purpose of performing the
services contemplated in, or by reference in, the definition of Special
Redemption Price. Any error in the calculation of the Special Redemption Price
by the Quotation Agent or the Trustee may be corrected at any time by notice
delivered to the Company and the holders of the Debentures. Subject to the
corrective rights set forth above, all certificates, communications, opinions,
determinations, calculations, quotations and decisions given, expressed, made or
obtained for the purposes of the provisions relating to the payment and
calculation of the Special Redemption Price on the Debentures by the Trustee or
the Quotation Agent, as the case may be, shall (in the absence of willful
default, bad faith or manifest error) be final, conclusive and binding on the
holders of the Debentures and the Company, and no liability shall attach (except
as provided above) to the Trustee or the Quotation Agent in connection with the
exercise or non-exercise by any of them of their respective powers, duties and
discretion.

     SECTION 10.3. NOTICE OF REDEMPTION; SELECTION OF DEBENTURES. In case the
Company shall desire to exercise the right to redeem all, or, as the case may
be, any part of the Debentures, it shall cause to be mailed a notice of such
redemption at least 30 and not more than 60 days prior to the Redemption Date or
the Special Redemption Date to the holders of Debentures so to be redeemed as a
whole or in part at their last addresses as the same appear on the Debenture
Register. Such mailing shall be by first class mail. The notice if mailed in the
manner herein provided shall be conclusively presumed to have been


                                       40
<PAGE>
duly given, whether or not the holder receives such notice. In any case, failure
to give such notice by mail or any defect in the notice to the holder of any
Debenture designated for redemption as a whole or in part shall not affect the
validity of the proceedings for the redemption of any other Debenture.

     Each such notice of redemption shall specify the CUSIP number, if any, of
the Debentures to be redeemed, the Redemption Date or the Special Redemption
Date, as applicable, the Redemption Price or the Special Redemption Price, as
applicable, at which Debentures are to be redeemed, the place or places of
payment, that payment will be made upon presentation and surrender of such
Debentures, that interest accrued to the date fixed for redemption will be paid
as specified in said notice, and that on and after said date interest thereon or
on the portions thereof to be redeemed will cease to accrue. If less than all
the Debentures are to be redeemed the notice of redemption shall specify the
numbers of the Debentures to be redeemed. In case the Debentures are to be
redeemed in part only, the notice of redemption shall state the portion of the
principal amount thereof to be redeemed and shall state that on and after the
date fixed for redemption, upon surrender of such Debenture, a new Debenture or
Debentures in principal amount equal to the unredeemed portion thereof will be
issued.

     Prior to 10:00 a.m. New York City time on the Redemption Date or Special
Redemption Date, as applicable, the Company will deposit with the Trustee or
with one or more paying agents an amount of money sufficient to redeem on the
Redemption Date or the Special Redemption Date, as applicable, all the
Debentures so called for redemption at the appropriate Redemption Price or
Special Redemption Price.

     If all, or less than all, the Debentures are to be redeemed, the Company
will give the Trustee notice not less than 45 nor more than 60 days,
respectively, prior to the Redemption Date or Special Redemption Date, as
applicable, as to the aggregate principal amount of Debentures to be redeemed
and the Trustee shall select, in such manner as in its sole discretion it shall
deem appropriate and fair, the Debentures or portions thereof (in integral
multiples of $1,000.00) to be redeemed.

     SECTION 10.4. PAYMENT OF DEBENTURES CALLED FOR REDEMPTION. If notice of
redemption has been given as provided in Section 10.3, the Debentures or
portions of Debentures with respect to which such notice has been given shall
become due and payable on the Redemption Date or Special Redemption Date, as
applicable, and at the place or places stated in such notice at the applicable
Redemption Price or Special Redemption Price and on and after said date (unless
the Company shall default in the payment of such Debentures at the Redemption
Price or Special Redemption Price, as applicable) interest on the Debentures or
portions of Debentures so called for redemption shall cease to accrue. On
presentation and surrender of such Debentures at a place of payment specified in
said notice, such Debentures or the specified portions thereof shall be paid and
redeemed by the Company at the applicable Redemption Price or Special Redemption
Price.

     Upon presentation of any Debenture redeemed in part only, the Company shall
execute and the Trustee shall authenticate and make available for delivery to
the holder thereof, at the expense of the Company, a new Debenture or Debentures
of authorized denominations, in principal amount equal to the unredeemed portion
of the Debenture so presented.

                                   ARTICLE XI.
                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

     SECTION 11.1. COMPANY MAY CONSOLIDATE, ETC., ON CERTAIN TERMS. Nothing
contained in this Indenture or in the Debentures shall prevent any consolidation
or merger of the Company with or into any other Person (whether or not
affiliated with the Company) or successive consolidations or mergers in which
the Company or its successor or successors shall be a party or parties, or shall
prevent any sale, conveyance, transfer or other disposition of the property of
the Company or its successor or successors as


                                       41
<PAGE>
an entirety, or substantially as an entirety, to any other Person (whether or
not affiliated with the Company, or its successor or successors) authorized to
acquire and operate the same; provided, however, that the Company hereby
covenants and agrees that, upon any such consolidation, merger (where the
Company is not the surviving corporation), sale, conveyance, transfer or other
disposition, the due and punctual payment of the principal of (and premium, if
any) and interest on all of the Debentures in accordance with their terms,
according to their tenor, and the due and punctual performance and observance of
all the covenants and conditions of this Indenture to be kept or performed by
the Company, shall be expressly assumed by supplemental indenture satisfactory
in form to the Trustee executed and delivered to the Trustee by the entity
formed by such consolidation, or into which the Company shall have been merged,
or by the entity which shall have acquired such property.

     SECTION 11.2. SUCCESSOR ENTITY TO BE SUBSTITUTED. In case of any such
consolidation, merger, sale, conveyance, transfer or other disposition and upon
the assumption by the successor entity, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the due and
punctual payment of the principal of and premium, if any, and interest on all of
the Debentures and the due and punctual performance and observance of all of the
covenants and conditions of this Indenture to be performed or observed by the
Company, such successor entity shall succeed to and be substituted for the
Company, with the same effect as if it had been named herein as the Company, and
thereupon the predecessor entity shall be relieved of any further liability or
obligation hereunder or upon the Debentures. Such successor entity thereupon may
cause to be signed, and may issue in its own name, any or all of the Debentures
issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Trustee or the Authenticating Agent; and, upon the order of
such successor entity instead of the Company and subject to all the terms,
conditions and limitations in this Indenture prescribed, the Trustee or the
Authenticating Agent shall authenticate and deliver any Debentures which
previously shall have been signed and delivered by the officers of the Company,
to the Trustee or the Authenticating Agent for authentication, and any
Debentures which such successor entity thereafter shall cause to be signed and
delivered to the Trustee or the Authenticating Agent for that purpose. All the
Debentures so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Debentures theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such Debentures had
been issued at the date of the execution hereof.

     SECTION 11.3. OPINION OF COUNSEL TO BE GIVEN TO TRUSTEE. The Trustee,
subject to the provisions of Sections 6.1 and 6.2, shall receive, in addition to
the Opinion of Counsel required by Section 9.5, an Opinion of Counsel as
conclusive evidence that any consolidation, merger, sale, conveyance, transfer
or other disposition, and any assumption, permitted or required by the terms of
this Article XI complies with the provisions of this Article XI.

                                  ARTICLE XII.
                     SATISFACTION AND DISCHARGE OF INDENTURE

     SECTION 12.1. DISCHARGE OF INDENTURE. When

     (a)  the Company shall deliver to the Trustee for cancellation all
          Debentures theretofore authenticated (other than any Debentures which
          shall have been destroyed, lost or stolen and which shall have been
          replaced or paid as provided in Section 2.6) and not theretofore
          canceled, or

     (b)  all the Debentures not theretofore canceled or delivered to the
          Trustee for cancellation shall have become due and payable, or are by
          their terms to become due and payable within 1 year or are to be
          called for redemption within 1 year under arrangements satisfactory to
          the Trustee for the giving of notice of redemption, and the Company
          shall deposit with the Trustee, in trust, funds, which shall be
          immediately due and payable,


                                       42
<PAGE>
          sufficient to pay at maturity or upon redemption all of the Debentures
          (other than any Debentures which shall have been destroyed, lost or
          stolen and which shall have been replaced or paid as provided in
          Section 2.6) not theretofore canceled or delivered to the Trustee for
          cancellation, including principal and premium, if any, and interest
          due or to become due to such date of maturity or redemption date, as
          the case may be, but excluding, however, the amount of any moneys for
          the payment of principal of, and premium, if any, or interest on the
          Debentures (1) theretofore repaid to the Company in accordance with
          the provisions of Section 12.4, or (2) paid to any state or to the
          District of Columbia pursuant to its unclaimed property or similar
          laws,

and if in the case of either clause (a) or clause (b) the Company shall also pay
or cause to be paid all other sums payable hereunder by the Company, then this
Indenture shall cease to be of further effect except for the provisions of
Sections 2.5, 2.6, 2.8, 3.1, 3.2, 3.4, 6.6, 6.8, 6.9 and 12.4 hereof shall
survive until such Debentures shall mature and be paid. Thereafter, Sections 6.6
and 12.4 shall survive, and the Trustee, on demand of the Company accompanied by
an Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the satisfaction and
discharge of this Indenture have been complied with, and at the cost and expense
of the Company, shall execute proper instruments acknowledging satisfaction of
and discharging this Indenture. The Company agrees to reimburse the Trustee for
any costs or expenses thereafter reasonably and properly incurred by the Trustee
in connection with this Indenture or the Debentures.

     SECTION 12.2. DEPOSITED MONEYS TO BE HELD IN TRUST BY TRUSTEE. Subject to
the provisions of Section 12.4, all moneys deposited with the Trustee pursuant
to Section 12.1 shall be held in trust in a non-interest bearing account and
applied by it to the payment, either directly or through any paying agent
(including the Company if acting as its own paying agent), to the holders of the
particular Debentures for the payment of which such moneys have been deposited
with the Trustee, of all sums due and to become due thereon for principal, and
premium, if any, and interest.

     SECTION 12.3. PAYING AGENT TO REPAY MONEYS HELD. Upon the satisfaction and
discharge of this Indenture all moneys then held by any paying agent of the
Debentures (other than the Trustee) shall, upon demand of the Company, be repaid
to it or paid to the Trustee, and thereupon such paying agent shall be released
from all further liability with respect to such moneys.

     SECTION 12.4. RETURN OF UNCLAIMED MONEYS. Any moneys deposited with or paid
to the Trustee or any paying agent for payment of the principal of, and premium,
if any, or interest on Debentures and not applied but remaining unclaimed by the
holders of Debentures for 2 years after the date upon which the principal of,
and premium, if any, or interest on such Debentures, as the case may be, shall
have become due and payable, shall, subject to applicable escheatment laws, be
repaid to the Company by the Trustee or such paying agent on written demand; and
the holder of any of the Debentures shall thereafter look only to the Company
for any payment which such holder may be entitled to collect, and all liability
of the Trustee or such paying agent with respect to such moneys shall thereupon
cease.

                                  ARTICLE XIII.
                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

     SECTION 13.1. INDENTURE AND DEBENTURES SOLELY CORPORATE OBLIGATIONS. No
recourse for the payment of the principal of or premium, if any, or interest on
any Debenture, or for any claim based thereon or otherwise in respect thereof,
and no recourse under or upon any obligation, covenant or agreement of the
Company in this Indenture or in any supplemental indenture, or in any such
Debenture, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, employee, officer or
director, as such, past, present or future, of the Company or of any


                                       43
<PAGE>
successor Person of the Company, either directly or through the Company or any
successor Person of the Company, whether by virtue of any constitution, statute
or rule of law, or by the enforcement of any assessment or penalty or otherwise,
it being expressly understood that all such liability is hereby expressly waived
and released as a condition of, and as a consideration for, the execution of
this Indenture and the issue of the Debentures.

                                  ARTICLE XIV.
                            MISCELLANEOUS PROVISIONS

     SECTION 14.1. SUCCESSORS. All the covenants, stipulations, promises and
agreements of the Company in this Indenture shall bind its successors and
assigns whether so expressed or not.

     SECTION 14.2. OFFICIAL ACTS BY SUCCESSOR ENTITY. Any act or proceeding by
any provision of this Indenture authorized or required to be done or performed
by any board, committee or officer of the Company shall and may be done and
performed with like force and effect by the like board, committee, officer or
other authorized Person of any entity that shall at the time be the lawful
successor of the Company.

     SECTION 14.3. SURRENDER OF COMPANY POWERS. The Company by instrument in
writing executed by authority of at least 2/3 (two-thirds) of its Board of
Directors and delivered to the Trustee may surrender any of the powers reserved
to the Company and thereupon such power so surrendered shall terminate both as
to the Company, and as to any permitted successor.

     SECTION 14.4. ADDRESSES FOR NOTICES, ETC. Any notice, consent, direction,
request, authorization, waiver or demand which by any provision of this
Indenture is required or permitted to be given, made, furnished or served by the
Trustee or by the Securityholders on or to the Company may be given or served in
writing by being deposited postage prepaid by registered or certified mail in a
post office letter box addressed (until another address is filed by the Company,
with the Trustee for the purpose) to the Company, 132 East High Street,
Jefferson City, Missouri 65102, Attention: Kathleen Bruegenhemke. Any notice,
consent, direction, request, authorization, waiver or demand by any
Securityholder or the Company to or upon the Trustee shall be deemed to have
been sufficiently given or made, for all purposes, if given or made in writing
at the office of the Trustee, addressed to the Trustee, Rodney Square North,
1100 North Market Street, Wilmington, Delaware 19890-1600, Attention: Corporate
Trust Administration. Any notice, consent, direction, request, authorization,
waiver or demand on or to any Securityholder shall be deemed to have been
sufficiently given or made, for all purposes, if given or made in writing at the
address set forth in the Debenture Register.

     SECTION 14.5. GOVERNING LAW. This Indenture and each Debenture shall be
deemed to be a contract made under the law of the State of New York, and for all
purposes shall be governed by and construed in accordance with the law of said
State, without regard to conflict of laws principles thereof.

     SECTION 14.6. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT. Upon any
application or demand by the Company to the Trustee to take any action under any
of the provisions of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that in the opinion of the signers all conditions
precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that, in the
opinion of such counsel, all such conditions precedent have been complied with.

     Each certificate or opinion provided for in this Indenture and delivered to
the Trustee with respect to compliance with a condition or covenant provided for
in this Indenture shall include (1) a statement that the person making such
certificate or opinion has read such covenant or condition; (2) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or


                                       44
<PAGE>
opinions contained in such certificate or opinion are based; (3) a statement
that, in the opinion of such person, he has made such examination or
investigation as is necessary to enable him to express an informed opinion as to
whether or not such covenant or condition has been complied with; and (4) a
statement as to whether or not in the opinion of such person, such condition or
covenant has been complied with.

     SECTION 14.7. TABLE OF CONTENTS, HEADINGS, ETC. The table of contents and
the titles and headings of the articles and sections of this Indenture have been
inserted for convenience of reference only, are not to be considered a part
hereof, and shall in no way modify or restrict any of the terms or provisions
hereof.

     SECTION 14.8. EXECUTION IN COUNTERPARTS. This Indenture may be executed in
any number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.

     SECTION 14.9. SEPARABILITY. In case any one or more of the provisions
contained in this Indenture or in the Debentures shall for any reason be held to
be invalid, illegal or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect any other provisions of this Indenture or
of such Debentures, but this Indenture and such Debentures shall be construed as
if such invalid or illegal or unenforceable provision had never been contained
herein or therein.

     SECTION 14.10. ASSIGNMENT. The Company will have the right at all times to
assign any of its rights or obligations under this Indenture to a direct or
indirect wholly owned Subsidiary of the Company, provided that, in the event of
any such assignment, the Company will remain liable for all such obligations.
Subject to the foregoing, this Indenture is binding upon and inures to the
benefit of the parties hereto and their respective successors and assigns. This
Indenture may not otherwise be assigned by the parties hereto.

     SECTION 14.11. ACKNOWLEDGMENT OF RIGHTS. The Company agrees that, with
respect to any Debentures held by the Trust or the Institutional Trustee of the
Trust, if the Institutional Trustee of the Trust fails to enforce its rights
under this Indenture as the holder of Debentures held as the assets of such
Trust after the holders of a majority in Liquidation Amount of the Capital
Securities of such Trust have so directed such Institutional Trustee, a holder
of record of such Capital Securities may, to the fullest extent permitted by
law, institute legal proceedings directly against the Company to enforce such
Institutional Trustee's rights under this Indenture without first instituting
any legal proceedings against such trustee or any other Person. Notwithstanding
the foregoing, if an Event of Default has occurred and is continuing and such
event is attributable to the failure of the Company to pay interest (or premium,
if any) or principal on the Debentures on the date such interest (or premium, if
any) or principal is otherwise payable (or in the case of redemption, on the
redemption date), the Company agrees that a holder of record of Capital
Securities of the Trust may directly institute a proceeding against the Company
for enforcement of payment to such holder directly of the principal of (or
premium, if any) or interest on the Debentures having an aggregate principal
amount equal to the aggregate Liquidation Amount of the Capital Securities of
such holder on or after the respective due date specified in the Debentures.

                                   ARTICLE XV.
                          SUBORDINATION OF DEBENTURES

     SECTION 15.1. AGREEMENT TO SUBORDINATE. The Company covenants and agrees,
and each holder of Debentures by such Securityholder's acceptance thereof
likewise covenants and agrees, that all Debentures shall be issued subject to
the provisions of this Article XV; and each holder of a Debenture, whether upon
original issue or upon transfer or assignment thereof, accepts and agrees to be
bound by such provisions.


                                       45
<PAGE>
     The payment by the Company of the principal of, and premium, if any, and
interest on all Debentures shall, to the extent and in the manner hereinafter
set forth, be subordinated and junior in right of payment to the prior payment
in full of all Senior Indebtedness of the Company, whether outstanding at the
date of this Indenture or thereafter incurred; provided, however, that the
Debentures shall rank pari passu in right of payment with Floating Rate Junior
Subordinated Deferrable Interest Debentures due March 17, 2034 issued pursuant
to an Indenture dated as of March 17, 2004 by and between the Company and U.S.
Bank National Association.

     No provision of this Article XV shall prevent the occurrence of any default
or Event of Default hereunder.

     SECTION 15.2. DEFAULT ON SENIOR INDEBTEDNESS. In the event and during the
continuation of any default by the Company in the payment of principal, premium,
interest or any other payment due on any Senior Indebtedness of the Company
following any grace period, or in the event that the maturity of any Senior
Indebtedness of the Company has been accelerated because of a default and such
acceleration has not been rescinded or canceled and such Senior Indebtedness has
not been paid in full, then, in either case, no payment shall be made by the
Company with respect to the principal (including redemption) of, or premium, if
any, or interest on the Debentures.

     In the event that, notwithstanding the foregoing, any payment shall be
received by the Trustee when such payment is prohibited by the preceding
paragraph of this Section 15.2, such payment shall, subject to Section 15.7, be
held in trust for the benefit of, and shall be paid over or delivered to, the
holders of Senior Indebtedness or their respective representatives, or to the
trustee or trustees under any indenture pursuant to which any of such Senior
Indebtedness may have been issued, as their respective interests may appear, but
only to the extent that the holders of the Senior Indebtedness (or their
representative or representatives or a trustee) notify the Trustee in writing
within 90 days of such payment of the amounts then due and owing on the Senior
Indebtedness and only the amounts specified in such notice to the Trustee shall
be paid to the holders of Senior Indebtedness.

     SECTION 15.3. LIQUIDATION, DISSOLUTION, BANKRUPTCY. Upon any payment by the
Company or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, to creditors upon any dissolution or
winding-up or liquidation or reorganization of the Company, whether voluntary or
involuntary or in bankruptcy, insolvency, receivership or other proceedings, all
amounts due upon all Senior Indebtedness of the Company shall first be paid in
full, or payment thereof provided for in money in accordance with its terms,
before any payment is made by the Company, on account of the principal (and
premium, if any) or interest on the Debentures. Upon any such dissolution or
winding-up or liquidation or reorganization, any payment by the Company, or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, to which the Securityholders or the Trustee would be
entitled to receive from the Company, except for the provisions of this Article
XV, shall be paid by the Company, or by any receiver, trustee in bankruptcy,
liquidating trustee, agent or other Person making such payment or distribution,
or by the Securityholders or by the Trustee under this Indenture if received by
them or it, directly to the holders of Senior Indebtedness (pro rata to such
holders on the basis of the respective amounts of Senior Indebtedness held by
such holders, as calculated by the Company) or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing such Senior Indebtedness may have been issued,
as their respective interests may appear, to the extent necessary to pay such
Senior Indebtedness in full, in money or money's worth, after giving effect to
any concurrent payment or distribution to or for the holders of such Senior
Indebtedness, before any payment or distribution is made to the Securityholders
or to the Trustee.


                                       46
<PAGE>
     In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, prohibited by the foregoing, shall be received by the
Trustee before all Senior Indebtedness is paid in full, or provision is made for
such payment in money in accordance with its terms, such payment or distribution
shall be held in trust for the benefit of and shall be paid over or delivered to
the holders of such Senior Indebtedness or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing such Senior Indebtedness may have been issued,
as their respective interests may appear, as calculated by the Company, for
application to the payment of all Senior Indebtedness, remaining unpaid to the
extent necessary to pay such Senior Indebtedness in full in money in accordance
with its terms, after giving effect to any concurrent payment or distribution to
or for the benefit of the holders of such Senior Indebtedness.

     For purposes of this Article XV, the words "cash, property or securities"
shall not be deemed to include shares of stock of the Company as reorganized or
readjusted, or securities of the Company or any other corporation provided for
by a plan of reorganization or readjustment, the payment of which is
subordinated at least to the extent provided in this Article XV with respect to
the Debentures to the payment of all Senior Indebtedness, that may at the time
be outstanding, provided that (i) such Senior Indebtedness is assumed by the new
corporation, if any, resulting from any such reorganization or readjustment, and
(ii) the rights of the holders of such Senior Indebtedness are not, without the
consent of such holders, altered by such reorganization or readjustment. The
consolidation of the Company with, or the merger of the Company into, another
corporation or the liquidation or dissolution of the Company following the
conveyance or transfer of its property as an entirety, or substantially as an
entirety, to another corporation upon the terms and conditions provided for in
Article XI of this Indenture shall not be deemed a dissolution, winding-up,
liquidation or reorganization for the purposes of this Section if such other
corporation shall, as a part of such consolidation, merger, conveyance or
transfer, comply with the conditions stated in Article XI of this Indenture.
Nothing in Section 15.2 or in this Section shall apply to claims of, or payments
to, the Trustee under or pursuant to Section 6.6 of this Indenture.

     SECTION 15.4. SUBROGATION. Subject to the payment in full of all Senior
Indebtedness, the Securityholders shall be subrogated to the rights of the
holders of such Senior Indebtedness to receive payments or distributions of
cash, property or securities of the Company, applicable to such Senior
Indebtedness until the principal of (and premium, if any) and interest on the
Debentures shall be paid in full. For the purposes of such subrogation, no
payments or distributions to the holders of such Senior Indebtedness of any
cash, property or securities to which the Securityholders or the Trustee would
be entitled except for the provisions of this Article XV, and no payment over
pursuant to the provisions of this Article XV to or for the benefit of the
holders of such Senior Indebtedness by Securityholders or the Trustee, shall, as
between the Company, its creditors other than holders of Senior Indebtedness of
the Company, and the holders of the Debentures be deemed to be a payment or
distribution by the Company to or on account of such Senior Indebtedness. It is
understood that the provisions of this Article XV are and are intended solely
for the purposes of defining the relative rights of the holders of the
Securities, on the one hand, and the holders of such Senior Indebtedness, on the
other hand.

     Nothing contained in this Article XV or elsewhere in this Indenture or in
the Debentures is intended to or shall impair, as between the Company, its
creditors other than the holders of Senior Indebtedness, and the holders of the
Debentures, the obligation of the Company, which is absolute and unconditional,
to pay to the holders of the Debentures the principal of (and premium, if any)
and interest on the Debentures as and when the same shall become due and payable
in accordance with their terms, or is intended to or shall affect the relative
rights of the holders of the Debentures and creditors of the Company, other than
the holders of Senior Indebtedness, nor shall anything herein or therein prevent
the Trustee or the holder of any Debenture from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture, subject
to the rights, if any, under this Article XV of the holders of


                                       47
<PAGE>
such Senior Indebtedness in respect of cash, property or securities of the
Company, received upon the exercise of any such remedy.

     Upon any payment or distribution of assets of the Company referred to in
this Article XV, the Trustee, subject to the provisions of Article VI of this
Indenture, and the Securityholders shall be entitled to conclusively rely upon
any order or decree made by any court of competent jurisdiction in which such
dissolution, winding-up, liquidation or reorganization proceedings are pending,
or a certificate of the receiver, trustee in bankruptcy, liquidation trustee,
agent or other Person making such payment or distribution, delivered to the
Trustee or to the Securityholders, for the purposes of ascertaining the Persons
entitled to participate in such distribution, the holders of Senior Indebtedness
and other indebtedness of the Company, the amount thereof or payable thereon,
the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article XV.

     SECTION 15.5. TRUSTEE TO EFFECTUATE SUBORDINATION. Each Securityholder by
such Securityholder's acceptance thereof authorizes and directs the Trustee on
such Securityholder's behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article XV and
appoints the Trustee such Securityholder's attorney-in-fact for any and all such
purposes.

     SECTION 15.6. NOTICE BY THE COMPANY. The Company shall give prompt written
notice to a Responsible Officer of the Trustee at the Principal Office of the
Trustee of any fact known to the Company that would prohibit the making of any
payment of monies to or by the Trustee in respect of the Debentures pursuant to
the provisions of this Article XV. Notwithstanding the provisions of this
Article XV or any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts that would prohibit the
making of any payment of monies to or by the Trustee in respect of the
Debentures pursuant to the provisions of this Article XV, unless and until a
Responsible Officer of the Trustee at the Principal Office of the Trustee shall
have received written notice thereof from the Company or a holder or holders of
Senior Indebtedness or from any trustee therefor; and before the receipt of any
such written notice, the Trustee, subject to the provisions of Article VI of
this Indenture, shall be entitled in all respects to assume that no such facts
exist; provided, however, that if the Trustee shall not have received the notice
provided for in this Section at least 2 Business Days prior to the date upon
which by the terms hereof any money may become payable for any purpose
(including, without limitation, the payment of the principal of (or premium, if
any) or interest on any Debenture), then, anything herein contained to the
contrary notwithstanding, the Trustee shall have full power and authority to
receive such money and to apply the same to the purposes for which they were
received, and shall not be affected by any notice to the contrary that may be
received by it within 2 Business Days prior to such date.

     The Trustee, subject to the provisions of Article VI of this Indenture,
shall be entitled to conclusively rely on the delivery to it of a written notice
by a Person representing himself to be a holder of Senior Indebtedness (or a
trustee or representative on behalf of such holder), to establish that such
notice has been given by a holder of such Senior Indebtedness or a trustee or
representative on behalf of any such holder or holders. In the event that the
Trustee determines in good faith that further evidence is required with respect
to the right of any Person as a holder of such Senior Indebtedness to
participate in any payment or distribution pursuant to this Article XV, the
Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of such Senior Indebtedness held by
such Person, the extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such
Person under this Article XV, and, if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.


                                       48
<PAGE>
     SECTION 15.7. RIGHTS OF THE TRUSTEE; HOLDERS OF SENIOR INDEBTEDNESS. The
Trustee in its individual capacity shall be entitled to all the rights set forth
in this Article XV in respect of any Senior Indebtedness at any time held by it,
to the same extent as any other holder of Senior Indebtedness, and nothing in
this Indenture shall deprive the Trustee of any of its rights as such holder.

     With respect to the holders of Senior Indebtedness, the Trustee undertakes
to perform or to observe only such of its covenants and obligations as are
specifically set forth in this Article XV, and no implied covenants or
obligations with respect to the holders of such Senior Indebtedness shall be
read into this Indenture against the Trustee. The Trustee shall not be deemed to
owe any fiduciary duty to the holders of such Senior Indebtedness and, subject
to the provisions of Article VI of this Indenture, the Trustee shall not be
liable to any holder of such Senior Indebtedness if it shall pay over or deliver
to Securityholders, the Company or any other Person money or assets to which any
holder of such Senior Indebtedness shall be entitled by virtue of this Article
XV or otherwise.

     Nothing in this Article XV shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 6.6.

     SECTION 15.8. SUBORDINATION MAY NOT BE IMPAIRED. No right of any present or
future holder of any Senior Indebtedness to enforce subordination as herein
provided shall at any time in any way be prejudiced or impaired by any act or
failure to act on the part of the Company, or by any act or failure to act, in
good faith, by any such holder, or by any noncompliance by the Company, with the
terms, provisions and covenants of this Indenture, regardless of any knowledge
thereof that any such holder may have or otherwise be charged with.

     Without in any way limiting the generality of the foregoing paragraph, the
holders of Senior Indebtedness may, at any time and from time to time, without
the consent of or notice to the Trustee or the Securityholders, without
incurring responsibility to the Securityholders and without impairing or
releasing the subordination provided in this Article XV or the obligations
hereunder of the holders of the Debentures to the holders of such Senior
Indebtedness, do any one or more of the following: (i) change the manner, place
or terms of payment or extend the time of payment of, or renew or alter, such
Senior Indebtedness, or otherwise amend or supplement in any manner such Senior
Indebtedness or any instrument evidencing the same or any agreement under which
such Senior Indebtedness is outstanding; (ii) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing such
Senior Indebtedness; (iii) release any Person liable in any manner for the
collection of such Senior Indebtedness; and (iv) exercise or refrain from
exercising any rights against the Company, and any other Person.

                     Signatures appear on the following page


                                       49
<PAGE>
     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed by their respective officers thereunto duly authorized, as of the
day and year first above written.

                                        EXCHANGE NATIONAL BANCSHARES, INC.


                                        By: /s/ Illegible
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        WILMINGTON TRUST COMPANY, as Trustee


                                        By: /s/ Illegible
                                            ------------------------------------
                                        Name: Illegible
                                        Title: Assistant Vice President


                                       50
<PAGE>
                                    EXHIBIT A

  FORM OF FIXED/FLOATING RATE JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE

                           [FORM OF FACE OF SECURITY]

     THIS SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED BY
THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE
FEDERAL DEPOSIT INSURANCE CORPORATION.

     THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), ANY STATE SECURITIES LAWS OR ANY OTHER
APPLICABLE SECURITIES LAW. NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE
HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER THIS SECURITY ONLY (A) TO THE COMPANY, (B) PURSUANT TO A
REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A SO
LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A IN ACCORDANCE
WITH RULE 144A, (D) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN
ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S UNDER THE
SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING
OF SUBPARAGRAPH (A) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS
SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR
OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT
PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION
OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN
ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY.

     THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES,
REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL
RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH
A "PLAN"), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON
OF ANY PLAN'S INVESTMENT IN THE ENTITY, AND NO PERSON INVESTING "PLAN ASSETS" OF
ANY PLAN MAY ACQUIRE OR HOLD THE SECURITIES OR ANY INTEREST THEREIN, UNLESS SUCH
PURCHASER OR HOLDER IS ELIGIBLE FOR EXEMPTIVE RELIEF AVAILABLE UNDER U.S.
DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38,
90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF
THIS SECURITY IS NOT PROHIBITED BY


                                       A-1
<PAGE>
SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE
OR HOLDING. ANY PURCHASER OR HOLDER OF THE SECURITIES OR ANY INTEREST THEREIN
WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT
EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3)
OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE
OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY
OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO
FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE WILL NOT RESULT IN A PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH
THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.

     THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING
AN AGGREGATE PRINCIPAL AMOUNT OF NOT LESS THAN $100,000.00 AND MULTIPLES OF
$1,000.00 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK
HAVING AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000.00 SHALL BE DEEMED TO
BE VOID AND OF NO LEGAL EFFECT WHATSOEVER.

     THE HOLDER OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING
RESTRICTIONS.

     IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR
AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY
THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
RESTRICTIONS.

      Fixed/Floating Rate Junior Subordinated Deferrable Interest Debenture

                                       of

                       Exchange National Bancshares, Inc.

                                 March 17, 2005

     Exchange National Bancshares, Inc., a Missouri corporation (the "Company"
which term includes any successor Person under the Indenture hereinafter
referred to), for value received promises to pay to Wilmington Trust Company,
not in its individual capacity but solely as Institutional Trustee for Exchange
National Statutory Trust II (the "Holder") or registered assigns, the principal
sum of twenty-three million seven hundred twelve thousand dollars
($23,712,000.00) on March 17, 2035, and to pay interest on said principal sum
from March 17, 2005, or from the most recent Interest Payment Date (as defined
below) to which interest has been paid or duly provided for, quarterly (subject
to deferral as set forth herein) in arrears on March 17, June 17, September 17
and December 17 of each year or if such day is not a Business Day, then the next
succeeding Business Day (each such date, an "Interest Payment Date") (it being
understood that interest accrues for any such non-Business Day), commencing on
the Interest Payment Date in June 2005, at an annual rate equal to 6.30%
beginning on (and including) the date of original issuance and ending on (but
excluding) the Interest Payment Date in March 2010 and at an annual rate for
each successive period beginning on (and including) the Interest Payment Date in
March 2010, and each succeeding Interest Payment Date, and ending on (but
excluding) the next succeeding Interest Payment Date (each a "Distribution
Period"), equal to 3-Month LIBOR, determined as described below, plus 1.83% (the
"Coupon Rate"), applied to the principal amount hereof, until the principal
hereof is paid or duly provided for or made available for payment, and on any
overdue principal and (without duplication and to the extent that payment of
such interest is enforceable under applicable law) on any


                                       A-2
<PAGE>
overdue installment of interest (including Additional Interest) at the Interest
Rate in effect for each applicable period, compounded quarterly, from the dates
such amounts are due until they are paid or made available for payment. The
amount of interest payable (i) for any Distribution Period commencing on or
after the date of original issuance but before the Interest Payment Date in
March 2010 will be computed on the basis of a 360-day year of twelve 30-day
months, and (ii) for the Distribution Period commencing on or after the Interest
Payment Date in March 2010 and each succeeding Distribution Period will be
computed on the basis of the actual number of days in the Distribution Period
concerned divided by 360. The interest installment so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in the
Indenture, be paid to the Person in whose name this Debenture (or one or more
Predecessor Securities) is registered at the close of business on the regular
record date for such interest installment, which shall be fifteen Business Days
prior to the day on which the relevant Interest Payment Date occurs. Any such
interest installment not so punctually paid or duly provided for shall forthwith
cease to be payable to the Holder on such regular record date and may be paid to
the Person in whose name this Debenture (or one or more Predecessor Securities)
is registered at the close of business on a special record date.

     "3-Month LIBOR" as used herein, means the London interbank offered interest
rate for three- month U.S. dollar deposits determined by the Trustee in the
following order of priority: (i) the rate (expressed as a percentage per annum)
for U.S. dollar deposits having a three-month maturity that appears on Telerate
Page 3750 as of 11:00 a.m. (London time) on the related Determination Date
("Telerate Page 3750" means the display designated as "Page 3750" on the
Moneyline Telerate Service or such other page as may replace Page 3750 on that
service or such other service or services as may be nominated by the British
Bankers' Association as the information vendor for the purpose of displaying
London interbank offered rates for U.S. dollar deposits); (ii) if such rate
cannot be identified on the related Determination Date, the Trustee will request
the principal London offices of four leading banks in the London interbank
market to provide such banks' offered quotations (expressed as percentages per
annum) to prime banks in the London interbank market for U.S. dollar deposits
having a three-month maturity as of 11:00 a.m. (London time) on such
Determination Date. If at least two quotations are provided, 3-Month LIBOR will
be the arithmetic mean of such quotations; (iii) if fewer than two such
quotations are provided as requested in clause (ii) above, the Trustee will
request four major New York City banks to provide such banks' offered quotations
(expressed as percentages per annum) to leading European banks for loans in U.S.
dollars as of 11:00 a.m. (London time) on such Determination Date. If at least
two such quotations are provided, 3-Month LIBOR will be the arithmetic mean of
such quotations; and (iv) if fewer than two such quotations are provided as
requested in clause (iii) above, 3-Month LIBOR will be a 3-Month LIBOR
determined with respect to the Distribution Period immediately preceding such
current Distribution Period. If the rate for U.S. dollar deposits having a
three-month maturity that initially appears on Telerate Page 3750 as of 11:00
a.m. (London time) on the related Determination Date is superseded on the
Telerate Page 3750 by a corrected rate by 12:00 noon (London time) on such
Determination Date, then the corrected rate as so substituted on the applicable
page will be the applicable 3-Month LIBOR for such Determination Date. As used
herein, "Determination Date" means the date that is two London Banking Days
(i.e., a business day in which dealings in deposits in U.S. dollars are
transacted in the London interbank market) preceding the commencement of the
relevant Distribution Period.

     The Interest Rate for any Distribution Period will at no time be higher
than the maximum rate then permitted by New York law as the same may be modified
by United States law.

     All percentages resulting from any calculations on the Debentures will be
rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point, with five one-millionths of a percentage point rounded upward (e.g.,
9.876545% (or .09876545) being rounded to 9.87655% (or .0987655), and all


                                       A-3
<PAGE>
dollar amounts used in or resulting from such calculation will be rounded to the
nearest cent (with one-half cent being rounded upward)).

     The principal of and interest on this Debenture shall be payable at the
office or agency of the Trustee (or other paying agent appointed by the Company)
maintained for that purpose in any coin or currency of the United States of
America that at the time of payment is legal tender for payment of public and
private debts; provided, however, that payment of interest may be made by check
mailed to the registered holder at such address as shall appear in the Debenture
Register if a request for a wire transfer by such holder has not been received
by the Company or by wire transfer to an account appropriately designated by the
holder hereof. Notwithstanding the foregoing, so long as the holder of this
Debenture is the Institutional Trustee, the payment of the principal of and
interest on this Debenture will be made in immediately available funds at such
place and to such account as may be designated by the Trustee.

     So long as no Acceleration Event of Default has occurred and is continuing,
the Company shall have the right, from time to time, and without causing an
Event of Default, to defer payments of interest on the Debentures by extending
the interest payment period on the Debentures at any time and from time to time
during the term of the Debentures, for up to 20 consecutive quarterly periods
(each such extended interest payment period, an "Extension Period"), during
which Extension Period no interest (including Additional Interest) shall be due
and payable (except any Additional Sums that may be due and payable). No
Extension Period may end on a date other than an Interest Payment Date. During
an Extension Period, interest will continue to accrue on the Debentures, and
interest on such accrued interest will accrue at an annual rate equal to the
Interest Rate in effect for such Extension Period, compounded quarterly from the
date such interest would have been payable were it not for the Extension Period,
to the extent permitted by law (such interest referred to herein as "Additional
Interest"). At the end of any such Extension Period the Company shall pay all
interest then accrued and unpaid on the Debentures (together with Additional
Interest thereon); provided, however, that no Extension Period may extend beyond
the Maturity Date; provided further, however, that during any such Extension
Period, the Company shall not and shall not permit any Affiliate to engage in
any of the activities or transactions described on the reverse side hereof and
in the Indenture. Prior to the termination of any Extension Period, the Company
may further extend such period, provided that such period together with all such
previous and further consecutive extensions thereof shall not exceed 20
consecutive quarterly periods, or extend beyond the Maturity Date. Upon the
termination of any Extension Period and upon the payment of all accrued and
unpaid interest and Additional Interest, the Company may commence a new
Extension Period, subject to the foregoing requirements. No interest or
Additional Interest shall be due and payable during an Extension Period, except
at the end thereof, but each installment of interest that would otherwise have
been due and payable during such Extension Period shall bear Additional
Interest. The Company must give the Trustee notice of its election to begin or
extend an Extension Period by the close of business at least 15 Business Days
prior to the Interest Payment Date with respect to which interest on the
Debentures would have been payable except for the election to begin or extend
such Extension Period.

     The indebtedness evidenced by this Debenture is, to the extent provided in
the Indenture, subordinate and junior in right of payment to the prior payment
in full of all Senior Indebtedness, and this Debenture is issued subject to the
provisions of the Indenture with respect thereto. Each holder of this Debenture,
by accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on his or her behalf to take such action as
may be necessary or appropriate to acknowledge or effectuate the subordination
so provided and (c) appoints the Trustee his or her attorney- in-fact for any
and all such purposes. Each holder hereof, by his or her acceptance hereof,
hereby waives all notice of the acceptance of the subordination provisions
contained herein and in the Indenture by each holder of Senior Indebtedness,
whether now outstanding or hereafter incurred, and waives reliance by each such
holder upon said provisions.


                                       A-4
<PAGE>
     This Debenture shall not be entitled to any benefit under the Indenture
hereinafter referred to, be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been signed by or on behalf of
the Trustee.

     The provisions of this Debenture are continued on the reverse side hereof
and such provisions shall for all purposes have the same effect as though fully
set forth at this place.


                                       A-5
<PAGE>
     IN WITNESS WHEREOF, the Company has duly executed this certificate.

                                        EXCHANGE NATIONAL BANCSHARES, INC.


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

                          CERTIFICATE OF AUTHENTICATION

     This is one of the Debentures referred to in the within-mentioned
Indenture.

                                        WILMINGTON TRUST COMPANY, as Trustee


                                        By:
                                            ------------------------------------
                                            Authorized Officer


                                       A-6
<PAGE>
                         [FORM OF REVERSE OF DEBENTURE]

     This Debenture is one of the fixed/floating rate junior subordinated
deferrable interest debentures of the Company, all issued or to be issued under
and pursuant to the Indenture dated as of March 17, 2005 (the "Indenture"), duly
executed and delivered between the Company and the Trustee, to which Indenture
reference is hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and
the holders of the Debentures. The Debentures are limited in aggregate principal
amount as specified in the Indenture.

     Upon the occurrence and continuation of a Special Event prior to the
Interest Payment Date in March 2010, the Company shall have the right to redeem
the Debentures in whole, but not in part, at any Interest Payment Date, within
120 days following the occurrence of such Special Event, at the Special
Redemption Price.

     In addition, the Company shall have the right to redeem the Debentures, in
whole or in part, but in all cases in a principal amount with integral multiples
of $1,000.00, on any Interest Payment Date on or after the Interest Payment Date
in March 2010, at the Redemption Price.

     Prior to 10:00 a.m. New York City time on the Redemption Date or Special
Redemption Date, as applicable, the Company will deposit with the Trustee or
with one or more paying agents an amount of money sufficient to redeem on the
Redemption Date or the Special Redemption Date, as applicable, all the
Debentures so called for redemption at the appropriate Redemption Price or
Special Redemption Price.

     If all, or less than all, the Debentures are to be redeemed, the Company
will give the Trustee notice not less than 45 nor more than 60 days,
respectively, prior to the Redemption Date or Special Redemption Date, as
applicable, as to the aggregate principal amount of Debentures to be redeemed
and the Trustee shall select, in such manner as in its sole discretion it shall
deem appropriate and fair, the Debentures or portions thereof (in integral
multiples of $1,000.00) to be redeemed.

     Notwithstanding the foregoing, any redemption of Debentures by the Company
shall be subject to the receipt of any and all required regulatory approvals.

     In case an Acceleration Event of Default shall have occurred and be
continuing, upon demand of the Trustee, the principal of all of the Debentures
shall become due and payable in the manner, with the effect and subject to the
conditions provided in the Indenture.

     The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the holders of not less than a majority in aggregate
principal amount of the Debentures at the time outstanding, to execute
supplemental indentures for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Indenture or of any
supplemental indenture or of modifying in any manner the rights of the holders
of the Debentures; provided, however, that no such supplemental indenture shall
without the consent of the holders of each Debenture then outstanding and
affected thereby (i) change the fixed maturity of any Debenture, or reduce the
principal amount thereof or any premium thereon, or reduce the rate or extend
the time of payment of interest thereon, or reduce any amount payable on
redemption thereof or make the principal thereof or any interest or premium
thereon payable in any coin or currency other than that provided in the
Debentures, or impair or affect the right of any Securityholder to institute
suit for payment thereof or impair the right of repayment, if any, at the option
of the holder, or (ii) reduce the aforesaid percentage of Debentures the holders
of which are required to consent to any such supplemental indenture.


                                       A-7
<PAGE>
     The Indenture also contains provisions permitting the holders of a majority
in aggregate principal amount of the Debentures at the time outstanding on
behalf of the holders of all of the Debentures to waive (or modify any
previously granted waiver of) any past default or Event of Default, and its
consequences, except a default (a) in the payment of principal of, premium, if
any, or interest on any of the Debentures, (b) in respect of covenants or
provisions hereof or of the Indenture which cannot be modified or amended
without the consent of the holder of each Debenture affected, or (c) in respect
of the covenants contained in Section 3.9 of the Indenture; provided, however,
that if the Debentures are held by the Trust or a trustee of such trust, such
waiver or modification to such waiver shall not be effective until the holders
of a majority in Liquidation Amount of Trust Securities of the Trust shall have
consented to such waiver or modification to such waiver, provided, further, that
if the consent of the holder of each outstanding Debenture is required, such
waiver shall not be effective until each holder of the Trust Securities of the
Trust shall have consented to such waiver. Upon any such waiver, the default
covered thereby shall be deemed to be cured for all purposes of the Indenture
and the Company, the Trustee and the holders of the Debentures shall be restored
to their former positions and rights hereunder, respectively; but no such waiver
shall extend to any subsequent or other default or Event of Default or impair
any right consequent thereon. Whenever any default or Event of Default hereunder
shall have been waived as permitted by the Indenture, said default or Event of
Default shall for all purposes of the Debentures and the Indenture be deemed to
have been cured and to be not continuing.

     No reference herein to the Indenture and no provision of this Debenture or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and premium, if any, and
interest, including Additional Interest, on this Debenture at the time and place
and at the rate and in the money herein prescribed.

     The Company has agreed that if Debentures are initially issued to the Trust
or a trustee of such Trust in connection with the issuance of Trust Securities
by the Trust (regardless of whether Debentures continue to be held by such
Trust) and (i) there shall have occurred and be continuing an Event of Default,
(ii) the Company shall be in default with respect to its payment of any
obligations under the Capital Securities Guarantee, or (iii) the Company shall
have given notice of its election to defer payments of interest on the
Debentures by extending the interest payment period as provided herein and such
Extension Period, or any extension thereof, shall be continuing, then the
Company shall not, and shall not allow any Affiliate of the Company to, (x)
declare or pay any dividends or distributions on, or redeem, purchase, acquire,
or make a liquidation payment with respect to, any of the Company's capital
stock or its Affiliates' capital stock (other than payments of dividends or
distributions to the Company) or make any guarantee payments with respect to the
foregoing or (y) make any payment of principal of or interest or premium, if
any, on or repay, repurchase or redeem any debt securities of the Company or any
Affiliate that rank pari passu in all respects with or junior in interest to the
Debentures (other than, with respect to clauses (x) and (y) above, (1)
repurchases, redemptions or other acquisitions of shares of capital stock of the
Company in connection with any employment contract, benefit plan or other
similar arrangement with or for the benefit of one or more employees, officers,
directors or consultants, in connection with a dividend reinvestment or
stockholder stock purchase plan or in connection with the issuance of capital
stock of the Company (or securities convertible into or exercisable for such
capital stock) as consideration in an acquisition transaction entered into prior
to the applicable Extension Period, if any, (2) as a result of any exchange or
conversion of any class or series of the Company's capital stock (or any capital
stock of a subsidiary of the Company) for any class or series of the Company's
capital stock or of any class or series of the Company's indebtedness for any
class or series of the Company's capital stock, (3) the purchase of fractional
interests in shares of the Company's capital stock pursuant to the conversion or
exchange provisions of such capital stock or the security being converted or
exchanged, (4) any declaration of a dividend in connection with any
stockholders' rights plan, or the issuance of rights, stock or other property
under any stockholders' rights plan, or the redemption or repurchase of rights
pursuant thereto, (5) any dividend in the form of stock, warrants, options or
other rights where the


                                       A-8
<PAGE>
dividend stock or the stock issuable upon exercise of such warrants, options or
other rights is the same stock as that on which the dividend is being paid or
ranks pari passu with or junior to such stock and any cash payments in lieu of
fractional shares issued in connection therewith, or (6) payments under the
Capital Securities Guarantee).

     The Debentures are issuable only in registered, certificated form without
coupons and in minimum denominations of $100,000.00 and any multiple of
$1,000.00 in excess thereof. As provided in the Indenture and subject to the
transfer restrictions and limitations as may be contained herein and therein
from time to time, this Debenture is transferable by the holder hereof on the
Debenture Register of the Company. Upon due presentment for registration of
transfer of any Debenture at the Principal Office of the Trustee or at any
office or agency of the Company maintained for such purpose as provided in
Section 3.2 of the Indenture, the Company shall execute, the Company or the
Trustee shall register and the Trustee or the Authenticating Agent shall
authenticate and make available for delivery in the name of the transferee or
transferees a new Debenture for a like aggregate principal amount. All
Debentures presented for registration of transfer or for exchange or payment
shall (if so required by the Company or the Trustee or the Authenticating Agent)
be duly endorsed by, or be accompanied by a written instrument or instruments of
transfer in form satisfactory to, the Company and the Trustee or the
Authenticating Agent duly executed by the holder or his attorney duly authorized
in writing. No service charge shall be made for any exchange or registration of
transfer of Debentures, but the Company or the Trustee may require payment of a
sum sufficient to cover any tax, fee or other governmental charge that may be
imposed in connection therewith.

     Prior to due presentment for registration of transfer of any Debenture, the
Company, the Trustee, any Authenticating Agent, any paying agent, any transfer
agent and any Debenture registrar may deem the Person in whose name such
Debenture shall be registered upon the Debenture Register to be, and may treat
him as, the absolute owner of such Debenture (whether or not such Debenture
shall be overdue) for the purpose of receiving payment of or on account of the
principal of, premium, if any, and interest on such Debenture and for all other
purposes; and neither the Company nor the Trustee nor any Authenticating Agent
nor any paying agent nor any transfer agent nor any Debenture registrar shall be
affected by any notice to the contrary. All such payments so made to any holder
for the time being or upon his order shall be valid, and, to the extent of the
sum or sums so paid, effectual to satisfy and discharge the liability for moneys
payable upon any such Debenture.

     No recourse for the payment of the principal of or premium, if any, or
interest on any Debenture, or for any claim based thereon or otherwise in
respect thereof, and no recourse under or upon any obligation, covenant or
agreement of the Company in the Indenture or in any supplemental indenture, or
in any such Debenture, or because of the creation of any indebtedness
represented thereby, shall be had against any incorporator, stockholder,
employee, officer or director, as such, past, present or future, of the Company
or of any successor Person of the Company, either directly or through the
Company or any successor Person of the Company, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise, it being expressly understood that all such liability is
hereby expressly waived and released as a condition of, and as a consideration
for, the execution of the Indenture and the issue of the Debentures.

     Capitalized terms used and not defined in this Debenture shall have the
meanings assigned in the Indenture dated as of the date of original issuance of
this Debenture between the Trustee and the Company.

     THE INDENTURE AND THE DEBENTURES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF
LAW PRINCIPLES THEREOF.


                                       A-9
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>5
<FILENAME>c94951exv10w5.txt
<DESCRIPTION>FIXED/FLOATING RATE JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE
<TEXT>
<PAGE>
                                                                    Exhibit 10.5

      FIXED/FLOATING RATE JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE

     THIS SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED BY
THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE
FEDERAL DEPOSIT INSURANCE CORPORATION.

     THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), ANY STATE SECURITIES LAWS OR ANY OTHER
APPLICABLE SECURITIES LAW. NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE
HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER THIS SECURITY ONLY (A) TO THE COMPANY, (B) PURSUANT TO A
REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A SO
LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A IN ACCORDANCE
WITH RULE 144A, (D) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN
ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S UNDER THE
SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING
OF SUBPARAGRAPH (A) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS
SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR
OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT
PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION
OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN
ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY.

     THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES,
REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL
RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH
A "PLAN"), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON
OF ANY PLAN'S INVESTMENT IN THE ENTITY, AND NO PERSON INVESTING "PLAN ASSETS" OF
ANY PLAN MAY ACQUIRE OR HOLD THE SECURITIES OR ANY INTEREST THEREIN, UNLESS SUCH
PURCHASER OR HOLDER IS ELIGIBLE FOR EXEMPTTVE RELIEF AVAILABLE UNDER U.S.
DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38,
90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF
THIS SECURITY IS NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THE
SECURITIES OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS
PURCHASE AND HOLDING THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN
WITHIN THE
<PAGE>
MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS
APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT
PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE
BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE WILL NOT
RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF
THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.

     THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING
AN AGGREGATE PRINCIPAL AMOUNT OF NOT LESS THAN $100,000.00 AND MULTIPLES OF
$1,000.00 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK
HAVING AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000.00 SHALL BE DEEMED TO
BE VOID AND OF NO LEGAL EFFECT WHATSOEVER.

     THE HOLDER OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING
RESTRICTIONS.

     IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR
AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY
THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
RESTRICTIONS.

      Fixed/Floating Rate Junior Subordinated Deferrable Interest Debenture

                                       of

                       Exchange National Bancshares, Inc.

                                  March 17,2005

     Exchange National Bancshares, Inc., a Missouri corporation (the "Company"
which term includes any successor Person under the Indenture hereinafter
referred to), for value received promises to pay to Wilmington Trust Company,
not in its individual capacity but solely as Institutional Trustee for Exchange
National Statutory Trust II (the "Holder") or registered assigns, the principal
sum of twenty-three million seven hundred twelve thousand dollars
($23,712,000.00) on March 17, 2035, and to pay interest on said principal sum
from March 17, 2005, or from the most recent Interest Payment Date (as defined
below) to which interest has been paid or duly provided for, quarterly (subject
to deferral as set forth herein) in arrears on March 17, June 17, September 17
and December 17 of each year or if such day is not a Business Day, then the next
succeeding Business Day (each such date, an "Interest Payment Date") (it being
understood that interest accrues for any such non-Business Day), commencing on
the Interest Payment Date in June 2005, at an annual rate equal to 6.30%
beginning on (and including) the date of original issuance and ending on (but
excluding) the Interest Payment Date in March 2010 and at an annual rate for
each successive period beginning on (and including) the Interest Payment Date in
March 2010, and each succeeding Interest Payment Date, and ending on (but
excluding) the next succeeding Interest Payment Date (each a "Distribution
Period"), equal to 3-Month LIBOR, determined as described below, plus 1.83% (the
"Coupon Rate"), applied to the principal amount hereof, until the principal
hereof is paid or duly provided for or made available for payment, and on any
overdue principal and (without duplication and to the extent that payment of
such interest is enforceable under applicable law) on any overdue installment of
interest (including Additional Interest) at the Interest Rate in effect for each
applicable period, compounded quarterly, from the dates such amounts are due
until they are paid or made available for payment. The amount of interest
payable (i) for any Distribution Period commencing on or after the date of
original issuance but before the Interest Payment Date in March 2010 will be
computed
<PAGE>
on the basis of a 360-day year of twelve 30-day months, and (ii) for the
Distribution Period commencing on or after the Interest Payment Date in March
2010 and each succeeding Distribution Period will be computed on the basis of
the actual number of days in the Distribution Period concerned divided by 360.
The interest installment so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in the Indenture, be paid to the
Person in whose name this Debenture (or one or more Predecessor Securities) is
registered at the close of business on the regular record date for such interest
installment, which shall be fifteen Business Days prior to the day on which the
relevant Interest Payment Date occurs. Any such interest installment not so
punctually paid or duly provided for shall forthwith cease to be payable to the
Holder on such regular record date and may be paid to the Person in whose name
this Debenture (or one or more Predecessor Securities) is registered at the
close of business on a special record date.

     "3-Month LIBOR" as used herein, means the London interbank offered interest
rate for three-month U.S. dollar deposits determined by the Trustee in the
following order of priority: (i) the rate (expressed as a percentage per annum)
for U.S. dollar deposits having a three-month maturity that appears on Telerate
Page 3750 as of 11:00 a.m. (London time) on the related Determination Date
("Telerate Page 3750" means the display designated as "Page 3750" on the
Moneyline Telerate Service or such other page as may replace Page 3750 on that
service or such other service or services as may be nominated by the British
Bankers' Association as the information vendor for the purpose of displaying
London interbank offered rates for U.S. dollar deposits); (ii) if such rate
cannot be identified on the related Determination Date, the Trustee will request
the principal London offices of four leading banks in the London interbank
market to provide such banks' offered quotations (expressed as percentages per
annum) to prime banks in the London interbank market for U.S. dollar deposits
having a three-month maturity as of 11:00 a.m. (London time) on such
Determination Date. If at least two quotations are provided, 3-Month LIBOR will
be the arithmetic mean of such quotations; (iii) if fewer than two such
quotations are provided as requested in clause (ii) above, the Trustee will
request four major New York City banks to provide such banks' offered quotations
(expressed as percentages per annum) to leading European banks for loans in U.S.
dollars as of 11:00 a.m. (London time) on such Determination Date. If at least
two such quotations are provided, 3-Month LIBOR will be the arithmetic mean of
such quotations; and (iv) if fewer than two such quotations are provided as
requested in clause (iii) above, 3-Month LIBOR will be a 3-Month LIBOR
determined with respect to the Distribution Period immediately preceding such
current Distribution Period. If the rate for U.S. dollar deposits having a
three-month maturity that initially appears on Telerate Page 3750 as of 11:00
a.m. (London time) on the related Determination Date is superseded on the
Telerate Page 3750 by a corrected rate by 12:00 noon (London time) on such
Determination Date, then the corrected rate as so substituted on the applicable
page will be the applicable 3-Month LIBOR for such Determination Date. As used
herein, "Determination Date" means the date that is two London Banking Days
(i.e., a business day in which dealings in deposits in U.S. dollars are
transacted in the London interbank market) preceding the commencement of the
relevant Distribution Period.

     The Interest Rate for any Distribution Period will at no time be higher
than the maximum rate then permitted by New York law as the same may be modified
by United States law.

     All percentages resulting from any calculations on the Debentures will be
rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point, with five one-millionths of a percentage point rounded upward (e.g.,
9.876545% (or .09876545) being rounded to 9.87655% (or .0987655), and all dollar
amounts used in or resulting from such calculation will be rounded to the
nearest cent (with one-half cent being rounded upward)).

     The principal of and interest on this Debenture shall be payable at the
office or agency of the Trustee (or other paying agent appointed by the Company)
maintained for that purpose in any coin or
<PAGE>
currency of the United States of America that at the time of payment is legal
tender for payment of public and private debts; provided, however, that payment
of interest may be made by check mailed to the registered holder at such address
as shall appear in the Debenture Register if a request for a wire transfer by
such holder has not been received by the Company or by wire transfer to an
account appropriately designated by the holder hereof. Notwithstanding the
foregoing, so long as the holder of this Debenture is the Institutional Trustee,
the payment of the principal of and interest on this Debenture will be made in
immediately available funds at such place and to such account as may be
designated by the Trustee.

     So long as no Acceleration Event of Default has occurred and is continuing,
the Company shall have the right, from time to time, and without causing an
Event of Default, to defer payments of interest on the Debentures by extending
the interest payment period on the Debentures at any time and from time to time
during the term of the Debentures, for up to 20 consecutive quarterly periods
(each such extended interest payment period, an "Extension Period"), during
which Extension Period no interest (including Additional Interest) shall be due
and payable (except any Additional Sums that may be due and payable). No
Extension Period may end on a date other than an Interest Payment Date. During
an Extension Period, interest will continue to accrue on the Debentures, and
interest on such accrued interest will accrue at an annual rate equal to the
Interest Rate in effect for such Extension Period, compounded quarterly from the
date such interest would have been payable were it not for the Extension Period,
to the extent permitted by law (such interest referred to herein as "Additional
Interest"). At the end of any such Extension Period the Company shall pay all
interest then accrued and unpaid on the Debentures (together with Additional
Interest thereon); provided, however, that no Extension Period may extend beyond
the Maturity Date; provided further, however, that during any such Extension
Period, the Company shall not and shall not permit any Affiliate to engage in
any of the activities or transactions described on the reverse side hereof and
in the Indenture. Prior to the termination of any Extension Period, the Company
may further extend such period, provided that such period together with all such
previous and further consecutive extensions thereof shall not exceed 20
consecutive quarterly periods, or extend beyond the Maturity Date. Upon the
termination of any Extension Period and upon the payment of all accrued and
unpaid interest and Additional Interest, the Company may commence a new
Extension Period, subject to the foregoing requirements. No interest or
Additional Interest shall be due and payable during an Extension Period, except
at the end thereof, but each installment of interest that would otherwise have
been due and payable during such Extension Period shall bear Additional
Interest. The Company must give the Trustee notice of its election to begin or
extend an Extension Period by the close of business at least 15 Business Days
prior to the Interest Payment Date with respect to which interest on the
Debentures would have been payable except for the election to begin or extend
such Extension Period.

     The indebtedness evidenced by this Debenture is, to the extent provided in
the Indenture, subordinate and junior in right of payment to the prior payment
in full of all Senior Indebtedness, and this Debenture is issued subject to the
provisions of the Indenture with respect thereto. Each holder of this Debenture,
by accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on his or her behalf to take such action as
may be necessary or appropriate to acknowledge or effectuate the subordination
so provided and (c) appoints the Trustee his or her attorney-in-fact for any and
all such purposes. Each holder hereof, by his or her acceptance hereof, hereby
waives all notice of the acceptance of the subordination provisions contained
herein and in the Indenture by each holder of Senior Indebtedness, whether now
outstanding or hereafter incurred, and waives reliance by each such holder upon
said provisions.

     This Debenture shall not be entitled to any benefit under the Indenture
hereinafter referred to, be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been signed by or on behalf of
the Trustee.
<PAGE>
     The provisions of this Debenture are continued on the reverse side hereof
and such provisions shall for all purposes have the same effect as though fully
set forth at this place.

                     Signatures appear on the following page
<PAGE>
     IN WITNESS WHEREOF, the Company has duly executed this certificate.

                                          EXCHANGE NATIONAL BANCSHARES, INC.


                                          By /s/ Illegible
                                             -----------------------------------
                                             Name:
                                                   -----------------------------
                                             Title:
                                                    ----------------------------

                          CERTIFICATE OF AUTHENTICATION

     This is one of the Debentures referred to in the within-mentioned
Indenture.

                                          WILMINGTON TRUST COMPANY, as Trustee


                                          By: /s/ Illegible
                                              ----------------------------------
                                              Authorized Officer
<PAGE>
                              REVERSE OF DEBENTURE

     This Debenture is one of the fixed/floating rate junior subordinated
deferrable interest debentures of the Company, all issued or to be issued under
and pursuant to the Indenture dated as of March 17, 2005 (the "Indenture"), duly
executed and delivered between the Company and the Trustee, to which Indenture
reference is hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and
the holders of the Debentures. The Debentures are limited in aggregate principal
amount as specified in the Indenture.

     Upon the occurrence and continuation of a Special Event prior to the
Interest Payment Date in March 2010, the Company shall have the right to redeem
the Debentures in whole, but not in part, at any Interest Payment Date, within
120 days following the occurrence of such Special Event, at the Special
Redemption Price.

     In addition, the Company shall have the right to redeem the Debentures, in
whole or in part, but in all cases in a principal amount with integral multiples
of $1,000.00, on any Interest Payment Date on or after the Interest Payment
Date in March 2010, at the Redemption Price.

     Prior to 10:00 a.m. New York City time on the Redemption Date or Special
Redemption Date, as applicable, the Company will deposit with the Trustee or
with one or more paying agents an amount of money sufficient to redeem on the
Redemption Date or the Special Redemption Date, as applicable, all the
Debentures so called for redemption at the appropriate Redemption Price or
Special Redemption Price.

     If all, or less than all, the Debentures are to be redeemed, the Company
will give the Trustee notice not less than 45 nor more than 60 days,
respectively, prior to the Redemption Date or Special Redemption Date, as
applicable, as to the aggregate principal amount of Debentures to be redeemed
and the Trustee shall select, in such manner as in its sole discretion it shall
deem appropriate and fair, the Debentures or portions thereof (in integral
multiples of $1,000.00) to be redeemed.

     Notwithstanding the foregoing, any redemption of Debentures by the Company
shall be subject to the receipt of any and all required regulatory approvals.

     In case an Acceleration Event of Default shall have occurred and be
continuing, upon demand of the Trustee, the principal of all of the Debentures
shall become due and payable in the manner, with the effect and subject to the
conditions provided in the Indenture.

     The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the holders of not less than a majority in aggregate
principal amount of the Debentures at the time outstanding, to execute
supplemental indentures for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Indenture or of any
supplemental indenture or of modifying in any manner the rights of the holders
of the Debentures; provided, however, that no such supplemental indenture shall
without the consent of the holders of each Debenture then outstanding and
affected thereby (i) change the fixed maturity of any Debenture, or reduce the
principal amount thereof or any premium thereon, or reduce the rate or extend
the time of payment of interest thereon, or reduce any amount payable on
redemption thereof or make the principal thereof or any interest or premium
thereon payable in any coin or currency other than that provided in the
Debentures, or impair or affect the right of any Securityholder to institute
suit for payment thereof or impair the right of repayment, if any, at the option
of the holder, or (ii) reduce the aforesaid percentage of Debentures the holders
of which are required to consent to any such supplemental indenture.

     The Indenture also contains provisions permitting the holders of a majority
in aggregate principal amount of the Debentures at the time outstanding on
behalf of the holders of all of the Debentures to waive (or modify any
previously granted waiver of) any past default or Event of Default, and its
consequences, except a default (a) in the payment of principal of, premium, if
any, or interest on any of the Debentures, (b) in respect of covenants or
provisions hereof or of the Indenture which cannot be modified or amended
without the consent of the holder of each Debenture affected, or (c) in respect
of the covenants contained in Section 3.9 of the Indenture; provided, however,
that if the Debentures are held by the Trust or a trustee of such trust, such
waiver or modification to such waiver shall not be effective until the holders
of a majority in Liquidation Amount of Trust Securities of the Trust shall have
consented to such waiver or modification to such waiver, provided, further, that
if the consent of the holder of each outstanding Debenture is required, such
waiver shall not be effective until each holder of the Trust Securities of the
Trust shall have consented to such waiver. Upon any such waiver, the default
covered thereby shall be deemed to be cured for all purposes of the Indenture
and the Company, the Trustee and the holders of the Debentures shall be restored
to their former positions and rights hereunder, respectively; but no such waiver
shall extend to any subsequent or other default or Event of Default or impair
any right consequent thereon. Whenever any default or Event of Default hereunder
shall have been waived as permitted by the Indenture, said default or Event of
Default shall for all purposes of the Debentures and the Indenture be deemed to
have been cured and to be not continuing.

     No reference herein to the Indenture and no provision of this Debenture or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and premium, if any, and
interest, including Additional Interest, on this Debenture at the time and place
and at the rate and in the money herein prescribed.

     The Company has agreed that if Debentures are initially issued to the Trust
or a trustee of such Trust in connection with the issuance of Trust Securities
by the Trust (regardless of whether Debentures continue to be held by such
Trust) and (i) there shall have occurred and be continuing an Event of Default,
(ii) the Company shall be in default with respect to its payment of any
obligations under the Capital Securities Guarantee, or (iii) the Company shall
have given notice of its election to defer payments of interest on the
Debentures by extending the interest payment period as provided herein and such
Extension Period, or any extension thereof, shall be continuing, then the
Company shall not, and shall not allow any Affiliate of the Company to, (x)
declare or pay any dividends or distributions on, or redeem, purchase, acquire,
or make a liquidation payment with respect to, any of the Company's capital
stock or its Affiliates' capital stock (other than payments of dividends or
distributions to the Company) or make any guarantee payments with respect to the
foregoing or (y) make any payment of principal of or interest or premium, if
any, on or repay, repurchase or redeem any debt securities of the Company or any
Affiliate that rank pari passu in all respects with or junior in interest to the
Debentures (other than, with respect to clauses (x) and (y) above, (1)
repurchases, redemptions or other acquisitions of
<PAGE>
shares of capital stock of the Company in connection with any employment
contract, benefit plan or other similar arrangement with or for the benefit of
one or more employees, officers, directors or consultants, in connection with a
dividend reinvestment or stockholder stock purchase plan or in connection with
the issuance of capital stock of the Company (or securities convertible into or
exercisable for such capital stock) as consideration in an acquisition
transaction entered into prior to the applicable Extension Period, if any, (2)
as a result of any exchange or conversion of any class or series of the
Company's capital stock (or any capital stock of a subsidiary of the Company)
for any class or series of the Company's capital stock or of any class or series
of the Company's indebtedness for any class or series of the Company's capital
stock, (3) the purchase of fractional interests in shares of the Company's
capital stock pursuant to the conversion or exchange provisions of such capital
stock or the security being converted or exchanged, (4) any declaration of a
dividend in connection with any stockholders' rights plan, or the issuance of
rights, stock or other property under any stockholders' rights plan, or the
redemption or repurchase of rights pursuant thereto, (5) any dividend in the
form of stock, warrants, options or other rights where the dividend stock or the
stock issuable upon exercise of such warrants, options or other rights is the
same stock as that on which the dividend is being paid or ranks pari passu with
or junior to such stock and any cash payments in lieu of fractional shares
issued in connection therewith, or (6) payments under the Capital Securities
Guarantee).

     The Debentures are issuable only in registered, certificated form without
coupons and in minimum denominations of $100,000.00 and any multiple of
$1,000.00 in excess thereof. As provided in the Indenture and subject to the
transfer restrictions and limitations as may be contained herein and therein
from time to time, this Debenture is transferable by the holder hereof on the
Debenture Register of the Company. Upon due presentment for registration of
transfer of any Debenture at the Principal Office of the Trustee or at any
office or agency of the Company maintained for such purpose as provided in
Section 3.2 of the Indenture, the Company shall execute, the Company or the
Trustee shall register and the Trustee or the Authenticating Agent shall
authenticate and make available for delivery in the name of the transferee or
transferees a new Debenture for a like aggregate principal amount. All
Debentures presented for registration of transfer or for exchange or payment
shall (if so required by the Company or the Trustee or the Authenticating Agent)
be duly endorsed by, or be accompanied by a written instrument or instruments of
transfer in form satisfactory to, the Company and the Trustee or the
Authenticating Agent duly executed by the holder or his attorney duly authorized
in writing. No service charge shall be made for any exchange or registration of
transfer of Debentures, but the Company or the Trustee may require payment of a
sum sufficient to cover any tax, fee or other governmental charge that may be
imposed in connection therewith.

     Prior to due presentment for registration of transfer of any Debenture, the
Company, the Trustee, any Authenticating Agent, any paying agent, any transfer
agent and any Debenture registrar may deem the Person in whose name such
Debenture shall be registered upon the Debenture Register to be, and may treat
him as, the absolute owner of such Debenture (whether or not such Debenture
shall be overdue) for the purpose of receiving payment of or on account of the
principal of, premium, if any, and interest on such Debenture and for all other
purposes; and neither the Company nor the Trustee nor any Authenticating Agent
nor any paying agent nor any transfer agent nor any Debenture registrar shall be
affected by any notice to the contrary. All such payments so made to any holder
for the time being or upon his order shall be valid, and, to the extent of the
sum or sums so paid, effectual to satisfy and discharge the liability for moneys
payable upon any such Debenture.

     No recourse for the payment of the principal of or premium, if any, or
interest on any Debenture, or for any claim based thereon or otherwise in
respect thereof, and no recourse under or upon any obligation, covenant or
agreement of the Company in the Indenture or in any supplemental indenture, or
in any such Debenture, or because of the creation of any indebtedness
represented thereby, shall be had against any incorporator, stockholder,
employee, officer or director, as such, past, present or future, of the Company
or of any successor Person of the Company, either directly or through the
Company or any successor Person of the Company, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise, it being expressly understood that all such liability is
hereby expressly waived and released as a condition of, and as a consideration
for, the execution of the Indenture and the issue of the Debentures.

     Capitalized terms used and not defined in this Debenture shall have the
meanings assigned in the Indenture dated as of the date of original issuance of
this Debenture between the Trustee and the Company.

     THE INDENTURE AND THE DEBENTURES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF
LAW PRINCIPLES THEREOF.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>6
<FILENAME>c94951exv10w6.txt
<DESCRIPTION>GUARANTEE AGREEMENT
<TEXT>
<PAGE>
                                                                    Exhibit 10.6

================================================================================

                               GUARANTEE AGREEMENT

                                 BY AND BETWEEN

                       EXCHANGE NATIONAL BANCSHARES, INC.

                                       AND

                            WILMINGTON TRUST COMPANY

                           DATED AS OF MARCH 17, 2005

================================================================================
<PAGE>
                               GUARANTEE AGREEMENT

     This GUARANTEE AGREEMENT (this "Guarantee"), dated as of March 17, 2005, is
executed and delivered by Exchange National Bancshares, Inc., a Missouri
corporation (the "Guarantor"), and Wilmington Trust Company, a Delaware banking
corporation, as trustee (the "Guarantee Trustee"), for the benefit of the
Holders (as defined herein) from time to time of the Capital Securities (as
defined herein) of Exchange National Statutory Trust II, a Delaware statutory
trust (the "Issuer").

     WHEREAS, pursuant to an Amended and Restated Declaration of Trust (the
"Declaration"), dated as of the date hereof among Wilmington Trust Company, not
in its individual capacity but solely as institutional trustee, the
administrators of the Issuer named therein, the Guarantor, as sponsor, and the
holders from time to time of undivided beneficial interests in the assets of the
Issuer, the Issuer is issuing on the date hereof those undivided beneficial
interests, having an aggregate liquidation amount of $23,000,000.00 (the
"Capital Securities"); and

     WHEREAS, as incentive for the Holders to purchase the Capital Securities,
the Guarantor desires irrevocably and unconditionally to agree, to the extent
set forth in this Guarantee, to pay to the Holders of Capital Securities the
Guarantee Payments (as defined herein) and to make certain other payments on the
terms and conditions set forth herein;

     NOW, THEREFORE, in consideration of the purchase by each Holder of the
Capital Securities, which purchase the Guarantor hereby agrees shall benefit the
Guarantor, the Guarantor executes and delivers this Guarantee for the benefit of
the Holders.

                                    ARTICLE I

                         DEFINITIONS AND INTERPRETATION

     SECTION 1.1. DEFINITIONS AND INTERPRETATION. In this Guarantee, unless the
context otherwise requires:

     (a) capitalized terms used in this Guarantee but not defined in the
preamble above have the respective meanings assigned to them in this Section
1.1;

     (b) a term defined anywhere in this Guarantee has the same meaning
throughout;

     (c) all references to "the Guarantee" or "this Guarantee" are to this
Guarantee as modified, supplemented or amended from time to time;

     (d) all references in this Guarantee to "Articles" or "Sections" are to
Articles or Sections of this Guarantee, unless otherwise specified;

     (e) terms defined in the Declaration as at the date of execution of this
Guarantee have the same meanings when used in this Guarantee, unless otherwise
defined in this Guarantee or unless the context otherwise requires; and

     (f) a reference to the singular includes the plural and vice versa.

     "Affiliate" has the same meaning as given to that term in Rule 405 of the
Securities Act of 1933, as amended, or any successor rule thereunder.

     "Beneficiaries" means any Person to whom the Issuer is or hereafter becomes
indebted or liable.
<PAGE>
     "Capital Securities" has the meaning set forth in the recitals to this
Guarantee.

     "Common Securities" means the common securities issued by the Issuer to the
Guarantor pursuant to the Declaration.

     "Corporate Trust Office" means the office of the Guarantee Trustee at which
the corporate trust business of the Guarantee Trustee shall, at any particular
time, be principally administered, which office at the date of execution of this
Guarantee is located at Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890-1600, Attention: Corporate Trust Administration.

     "Covered Person" means any Holder of Capital Securities.

     "Debentures" means the debt securities of the Guarantor designated the
Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures due 2035
held by the Institutional Trustee (as defined in the Declaration) of the Issuer.

     "Declaration Event of Default" means an "Event of Default" as defined in
the Declaration.

     "Event of Default" has the meaning set forth in Section 2.4(a).

     "Guarantee Payments" means the following payments or distributions, without
duplication, with respect to the Capital Securities, to the extent not paid or
made by the Issuer: (i) any accrued and unpaid Distributions (as defined in the
Declaration) which are required to be paid on such Capital Securities to the
extent the Issuer shall have funds available therefor, (ii) the Redemption Price
to the extent the Issuer has funds available therefor, with respect to any
Capital Securities called for redemption by the Issuer, (iii) the Special
Redemption Price to the extent the Issuer has funds available therefor, with
respect to Capital Securities redeemed upon the occurrence of a Special Event,
and (iv) upon a voluntary or involuntary liquidation, dissolution, winding-up or
termination of the Issuer (other than in connection with the distribution of
Debentures to the Holders of the Capital Securities in exchange therefor as
provided in the Declaration), the lesser of (a) the aggregate of the liquidation
amount and all accrued and unpaid Distributions on the Capital Securities to the
date of payment, to the extent the Issuer shall have funds available therefor,
and (b) the amount of assets of the Issuer remaining available for distribution
to Holders in liquidation of the Issuer (in either case, the "Liquidation
Distribution").

     "Guarantee Trustee" means Wilmington Trust Company, until a Successor
Guarantee Trustee has been appointed and has accepted such appointment pursuant
to the terms of this Guarantee and thereafter means each such Successor
Guarantee Trustee.

     "Guarantor" means Exchange National Bancshares, Inc. and each of its
successors and assigns.

     "Holder" means any holder, as registered on the books and records of the
Issuer, of any Capital Securities; provided, however, that, in determining
whether the Holders of the requisite percentage of Capital Securities have given
any request, notice, consent or waiver hereunder, "Holder" shall not include the
Guarantor or any Affiliate of the Guarantor.

     "Indemnified Person" means the Guarantee Trustee, any Affiliate of the
Guarantee Trustee, or any officers, directors, shareholders, members, partners,
employees, representatives, nominees, custodians or agents of the Guarantee
Trustee.

     "Indenture" means the Indenture dated as of the date hereof between the
Guarantor and Wilmington Trust Company, not in its individual capacity but
solely as trustee, and any indenture


                                        2
<PAGE>
supplemental thereto pursuant to which the Debentures are to be issued to the
institutional trustee of the Issuer.

     "Issuer" has the meaning set forth in the opening paragraph to this
Guarantee.

     "Liquidation Distribution" has the meaning set forth in the definition of
"Guarantee Payments" herein.

     "Majority in liquidation amount of the Capital Securities" means Holder(s)
of outstanding Capital Securities, voting together as a class, but separately
from the holders of Common Securities, of more than 50% of the aggregate
liquidation amount (including the stated amount that would be paid on
redemption, liquidation or otherwise, plus accrued and unpaid Distributions to
the date upon which the voting percentages are determined) of all Capital
Securities then outstanding.

     "Obligations" means any costs, expenses or liabilities (but not including
liabilities related to taxes) of the Issuer other than obligations of the Issuer
to pay to holders of any Trust Securities the amounts due such holders pursuant
to the terms of the Trust Securities.

     "Officer's Certificate" means, with respect to any Person, a certificate
signed by one Authorized Officer of such Person. Any Officer's Certificate
delivered with respect to compliance with a condition or covenant provided for
in this Guarantee shall include:

          (a) a statement that the officer signing the Officer's Certificate has
     read the covenant or condition and the definitions relating thereto;

          (b) a brief statement of the nature and scope of the examination or
     investigation undertaken by the officer in rendering the Officer's
     Certificate;

          (c) a statement that the officer has made such examination or
     investigation as, in such officer's opinion, is necessary to enable such
     officer to express an informed opinion as to whether or not such covenant
     or condition has been complied with; and

          (d) a statement as to whether, in the opinion of the officer, such
     condition or covenant has been complied with.

     "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.

     "Redemption Price" has the meaning set forth in the Indenture.

     "Responsible Officer" means, with respect to the Guarantee Trustee, any
officer within the Corporate Trust Office of the Guarantee Trustee including any
Vice President, Assistant Vice President, Secretary, Assistant Secretary or any
other officer of the Guarantee Trustee customarily performing functions similar
to those performed by any of the above designated officers and also, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of that officer's knowledge of and familiarity with
the particular subject.

     "Special Event" has the meaning set forth in the Indenture.

     "Special Redemption Price" has the meaning set forth in the Indenture.


                                        3
<PAGE>
     "Successor Guarantee Trustee" means a successor Guarantee Trustee
possessing the qualifications to act as Guarantee Trustee under Section 3.1.

     "Trust Securities" means the Common Securities and the Capital Securities.

                                   ARTICLE II

                          POWERS, DUTIES AND RIGHTS OF
                                GUARANTEE TRUSTEE

     SECTION 2.1. POWERS AND DUTIES OF THE GUARANTEE TRUSTEE.

     (a) This Guarantee shall be held by the Guarantee Trustee for the benefit
of the Holders of the Capital Securities, and the Guarantee Trustee shall not
transfer this Guarantee to any Person except a Holder of Capital Securities
exercising his or her rights pursuant to Section 4.4(b) or to a Successor
Guarantee Trustee on acceptance by such Successor Guarantee Trustee of its
appointment to act as Successor Guarantee Trustee. The right, title and interest
of the Guarantee Trustee shall automatically vest in any Successor Guarantee
Trustee, and such vesting and cessation of title shall be effective whether or
not conveyancing documents have been executed and delivered pursuant to the
appointment of such Successor Guarantee Trustee.

     (b) If an Event of Default actually known to a Responsible Officer of the
Guarantee Trustee has occurred and is continuing, the Guarantee Trustee shall
enforce this Guarantee for the benefit of the Holders of the Capital Securities.

     (c) The Guarantee Trustee, before the occurrence of any Event of Default
and after curing all Events of Default that may have occurred, shall undertake
to perform only such duties as are specifically set forth in this Guarantee, and
no implied covenants shall be read into this Guarantee against the Guarantee
Trustee. In case an Event of Default has occurred (that has not been waived
pursuant to Section 2.4) and is actually known to a Responsible Officer of the
Guarantee Trustee, the Guarantee Trustee shall exercise such of the rights and
powers vested in it by this Guarantee, and use the same degree of care and skill
in its exercise thereof, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.

     (d) No provision of this Guarantee shall be construed to relieve the
Guarantee Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that:

          (i) prior to the occurrence of any Event of Default and after the
     curing or waiving of all such Events of Default that may have occurred:

               (A) the duties and obligations of the Guarantee Trustee shall be
          determined solely by the express provisions of this Guarantee, and the
          Guarantee Trustee shall not be liable except for the performance of
          such duties and obligations as are specifically set forth in this
          Guarantee, and no implied covenants or obligations shall be read into
          this Guarantee against the Guarantee Trustee; and

               (B) in the absence of bad faith on the part of the Guarantee
          Trustee, the Guarantee Trustee may conclusively rely, as to the truth
          of the statements and the correctness of the opinions expressed
          therein, upon any certificates or opinions furnished to the Guarantee
          Trustee and conforming to the requirements of this Guarantee; but in
          the


                                        4
<PAGE>
          case of any such certificates or opinions that by any provision hereof
          are specifically required to be furnished to the Guarantee Trustee,
          the Guarantee Trustee shall be under a duty to examine the same to
          determine whether or not they conform to the requirements of this
          Guarantee;

          (ii) the Guarantee Trustee shall not be liable for any error of
     judgment made in good faith by a Responsible Officer of the Guarantee
     Trustee, unless it shall be proved that such Responsible Officer of the
     Guarantee Trustee or the Guarantee Trustee was negligent in ascertaining
     the pertinent facts upon which such judgment was made;

          (iii) the Guarantee Trustee shall not be liable with respect to any
     action taken or omitted to be taken by it in good faith in accordance with
     the written direction of the Holders of not less than a Majority in
     liquidation amount of the Capital Securities relating to the time, method
     and place of conducting any proceeding for any remedy available to the
     Guarantee Trustee, or relating to the exercise of any trust or power
     conferred upon the Guarantee Trustee under this Guarantee; and

          (iv) no provision of this Guarantee shall require the Guarantee
     Trustee to expend or risk its own funds or otherwise incur personal
     financial liability in the performance of any of its duties or in the
     exercise of any of its rights or powers, if the Guarantee Trustee shall
     have reasonable grounds for believing that the repayment of such funds is
     not reasonably assured to it under the terms of this Guarantee or security
     and indemnity, reasonably satisfactory to the Guarantee Trustee, against
     such risk or liability is not reasonably assured to it.

     SECTION 2.2. CERTAIN RIGHTS OF GUARANTEE TRUSTEE.

     (a) Subject to the provisions of Section 2.1:

          (i) The Guarantee Trustee may conclusively rely, and shall be fully
     protected in acting or refraining from acting upon, any resolution,
     certificate, statement, instrument, opinion, report, notice, request,
     direction, consent, order, bond, debenture, note, other evidence of
     indebtedness or other paper or document believed by it to be genuine and to
     have been signed, sent or presented by the proper party or parties.

          (ii) Any direction or act of the Guarantor contemplated by this
     Guarantee shall be sufficiently evidenced by an Officer's Certificate.

          (iii) Whenever, in the administration of this Guarantee, the Guarantee
     Trustee shall deem it desirable that a matter be proved or established
     before taking, suffering or omitting any action hereunder, the Guarantee
     Trustee (unless other evidence is herein specifically prescribed) may, in
     the absence of bad faith on its part, request and conclusively rely upon an
     Officer's Certificate of the Guarantor which, upon receipt of such request,
     shall be promptly delivered by the Guarantor.

          (iv) The Guarantee Trustee shall have no duty to see to any recording,
     filing or registration of any instrument (or any re-recording, refiling or
     re-registration thereof).

          (v) The Guarantee Trustee may consult with counsel of its selection,
     and the advice or opinion of such counsel with respect to legal matters
     shall be full and complete authorization and protection in respect of any
     action taken, suffered or omitted by it hereunder in good faith and in
     accordance with such advice or opinion. Such counsel may be counsel to the
     Guarantor or any


                                        5
<PAGE>
     of its Affiliates and may include any of its employees. The Guarantee
     Trustee shall have the right at any time to seek instructions concerning
     the administration of this Guarantee from any court of competent
     jurisdiction.

          (vi) The Guarantee Trustee shall be under no obligation to exercise
     any of the rights or powers vested in it by this Guarantee at the request
     or direction of any Holder, unless such Holder shall have provided to the
     Guarantee Trustee such security and indemnity, reasonably satisfactory to
     the Guarantee Trustee, against the costs, expenses (including attorneys'
     fees and expenses and the expenses of the Guarantee Trustee's agents,
     nominees or custodians) and liabilities that might be incurred by it in
     complying with such request or direction, including such reasonable
     advances as may be requested by the Guarantee Trustee; provided, however,
     that nothing contained in this Section 2.2(a)(vi) shall relieve the
     Guarantee Trustee, upon the occurrence of an Event of Default, of its
     obligation to exercise the rights and powers vested in it by this
     Guarantee.

          (vii) The Guarantee Trustee shall not be bound to make any
     investigation into the facts or matters stated in any resolution,
     certificate, statement, instrument, opinion, report, notice, request,
     direction, consent, order, bond, debenture, note, other evidence of
     indebtedness or other paper or document, but the Guarantee Trustee, in its
     discretion, may make such further inquiry or investigation into such facts
     or matters as it may see fit.

          (viii) The Guarantee Trustee may execute any of the trusts or powers
     hereunder or perform any duties hereunder either directly or by or through
     agents, nominees, custodians or attorneys, and the Guarantee Trustee shall
     not be responsible for any misconduct or negligence on the part of any
     agent or attorney appointed with due care by it hereunder.

          (ix) Any action taken by the Guarantee Trustee or its agents hereunder
     shall bind the Holders of the Capital Securities, and the signature of the
     Guarantee Trustee or its agents alone shall be sufficient and effective to
     perform any such action. No third party shall be required to inquire as to
     the authority of the Guarantee Trustee to so act or as to its compliance
     with any of the terms and provisions of this Guarantee, both of which shall
     be conclusively evidenced by the Guarantee Trustee's or its agent's taking
     such action.

          (x) Whenever in the administration of this Guarantee the Guarantee
     Trustee shall deem it desirable to receive instructions with respect to
     enforcing any remedy or right or taking any other action hereunder, the
     Guarantee Trustee (i) may request instructions from the Holders of a
     Majority in liquidation amount of the Capital Securities, (ii) may refrain
     from enforcing such remedy or right or taking such other action until such
     instructions are received, and (iii) shall be protected in conclusively
     relying on or acting in accordance with such instructions.

          (xi) The Guarantee Trustee shall not be liable for any action taken,
     suffered, or omitted to be taken by it in good faith, without negligence,
     and reasonably believed by it to be authorized or within the discretion or
     rights or powers conferred upon it by this Guarantee.

     (b) No provision of this Guarantee shall be deemed to impose any duty or
obligation on the Guarantee Trustee to perform any act or acts or exercise any
right, power, duty or obligation conferred or imposed on it, in any jurisdiction
in which it shall be illegal or in which the Guarantee Trustee shall be
unqualified or incompetent in accordance with applicable law to perform any such
act or acts or to exercise any such right, power, duty or obligation. No
permissive power or authority available to the Guarantee Trustee shall be
construed to be a duty.


                                        6
<PAGE>
     SECTION 2.3. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF GUARANTEE. The
recitals contained in this Guarantee shall be taken as the statements of the
Guarantor, and the Guarantee Trustee does not assume any responsibility for
their correctness. The Guarantee Trustee makes no representation as to the
validity or sufficiency of this Guarantee.

     SECTION 2.4. EVENTS OF DEFAULT; WAIVER.

     (a) An Event of Default under this Guarantee will occur upon the failure of
the Guarantor to perform any of its payment or other obligations hereunder.

     (b) The Holders of a Majority in liquidation amount of the Capital
Securities may, voting or consenting as a class, on behalf of the Holders of all
of the Capital Securities, waive any past Event of Default and its consequences.
Upon such waiver, any such Event of Default shall cease to exist, and shall be
deemed to have been cured, for every purpose of this Guarantee, but no such
waiver shall extend to any subsequent or other default or Event of Default or
impair any right consequent thereon.

     SECTION 2.5. EVENTS OF DEFAULT; NOTICE.

     (a) The Guarantee Trustee shall, within 90 days after the occurrence of an
Event of Default, transmit by mail, first class postage prepaid, to the Holders
of the Capital Securities and the Guarantor, notices of all Events of Default
actually known to a Responsible Officer of the Guarantee Trustee, unless such
defaults have been cured before the giving of such notice, provided, however,
that the Guarantee Trustee shall be protected in withholding such notice if and
so long as a Responsible Officer of the Guarantee Trustee in good faith
determines that the withholding of such notice is in the interests of the
Holders of the Capital Securities.

     (b) The Guarantee Trustee shall not be deemed to have knowledge of any
Event of Default unless the Guarantee Trustee shall have received written notice
from the Guarantor or a Holder of the Capital Securities (except in the case of
a payment default), or a Responsible Officer of the Guarantee Trustee charged
with the administration of this Guarantee shall have obtained actual knowledge
thereof.

                                   ARTICLE III

                                GUARANTEE TRUSTEE

     SECTION 3.1. GUARANTEE TRUSTEE; ELIGIBILITY.

     (a) There shall at all times be a Guarantee Trustee which shall:

          (i) not be an Affiliate of the Guarantor, and

          (ii) be a corporation organized and doing business under the laws of
     the United States of America or any State or Territory thereof or of the
     District of Columbia, or Person authorized under such laws to exercise
     corporate trust powers, having a combined capital and surplus of at least
     50 million U.S. dollars ($50,000,000), and subject to supervision or
     examination by Federal, State, Territorial or District of Columbia
     authority. If such corporation publishes reports of condition at least
     annually, pursuant to law or to the requirements of the supervising or
     examining authority referred to above, then, for the purposes of this
     Section 3.1(a)(ii), the combined capital and surplus of such corporation
     shall be deemed to be its combined capital and surplus as set forth in its
     most recent report of condition so published.


                                        7
<PAGE>
     (b) If at any time the Guarantee Trustee shall cease to be eligible to so
act under Section 3.1(a), the Guarantee Trustee shall immediately resign in the
manner and with the effect set out in Section 3.2(c).

     (c) If the Guarantee Trustee has or shall acquire any "conflicting
interest" within the meaning of Section 310(b) of the Trust Indenture Act, the
Guarantee Trustee shall either eliminate such interest or resign to the extent
and in the manner provided by, and subject to this Guarantee.

     SECTION 3.2. APPOINTMENT, REMOVAL AND RESIGNATION OF GUARANTEE TRUSTEE.

     (a) Subject to Section 3.2(b), the Guarantee Trustee may be appointed or
removed without cause at any time by the Guarantor except during an Event of
Default.

     (b) The Guarantee Trustee shall not be removed in accordance with Section
3.2(a) until a Successor Guarantee Trustee has been appointed and has accepted
such appointment by written instrument executed by such Successor Guarantee
Trustee and delivered to the Guarantor.

     (c) The Guarantee Trustee appointed to office shall hold office until a
Successor Guarantee Trustee shall have been appointed or until its removal or
resignation. The Guarantee Trustee may resign from office (without need for
prior or subsequent accounting) by an instrument in writing executed by the
Guarantee Trustee and delivered to the Guarantor, which resignation shall not
take effect until a Successor Guarantee Trustee has been appointed and has
accepted such appointment by an instrument in writing executed by such Successor
Guarantee Trustee and delivered to the Guarantor and the resigning Guarantee
Trustee.

     (d) If no Successor Guarantee Trustee shall have been appointed and
accepted appointment as provided in this Section 3.2 within 60 days after
delivery of an instrument of removal or resignation, the Guarantee Trustee
resigning or being removed may petition any court of competent jurisdiction for
appointment of a Successor Guarantee Trustee. Such court may thereupon, after
prescribing such notice, if any, as it may deem proper, appoint a Successor
Guarantee Trustee.

     (e) No Guarantee Trustee shall be liable for the acts or omissions to act
of any Successor Guarantee Trustee.

     (f) Upon termination of this Guarantee or removal or resignation of the
Guarantee Trustee pursuant to this Section 3.2, the Guarantor shall pay to the
Guarantee Trustee all amounts owing to the Guarantee Trustee under Sections 7.2
and 7.3 accrued to the date of such termination, removal or resignation.


                                        8
<PAGE>
                                   ARTICLE IV

                                    GUARANTEE

     SECTION 4.1. GUARANTEE.

     (a) The Guarantor irrevocably and unconditionally agrees to pay in full to
the Holders the Guarantee Payments (without duplication of amounts theretofore
paid by the Issuer), as and when due, regardless of any defense (except the
defense of payment by the Issuer), right of set-off or counterclaim that the
Issuer may have or assert. The Guarantor's obligation to make a Guarantee
Payment may be satisfied by direct payment of the required amounts by the
Guarantor to the Holders or by causing the Issuer to pay such amounts to the
Holders.

     (b) The Guarantor hereby also agrees to assume any and all Obligations of
the Issuer and in the event any such Obligation is not so assumed, subject to
the terms and conditions hereof, the Guarantor hereby irrevocably and
unconditionally guarantees to each Beneficiary the full payment, when and as
due, of any and all Obligations to such Beneficiaries. This Guarantee is
intended to be for the benefit of, and to be enforceable by, all such
Beneficiaries, whether or not such Beneficiaries have received notice hereof.

     SECTION 4.2. WAIVER OF NOTICE AND DEMAND. The Guarantor hereby waives
notice of acceptance of this Guarantee and of any liability to which it applies
or may apply, presentment, demand for payment, any right to require a proceeding
first against the Issuer or any other Person before proceeding against the
Guarantor, protest, notice of nonpayment, notice of dishonor, notice of
redemption and all other notices and demands.

     SECTION 4.3. OBLIGATIONS NOT AFFECTED. The obligations, covenants,
agreements and duties of the Guarantor under this Guarantee shall in no way be
affected or impaired by reason of the happening from time to time of any of the
following:

     (a) the release or waiver, by operation of law or otherwise, of the
performance or observance by the Issuer of any express or implied agreement,
covenant, term or condition relating to the Capital Securities to be performed
or observed by the Issuer;

     (b) the extension of time for the payment by the Issuer of all or any
portion of the Distributions, Redemption Price, Special Redemption Price,
Liquidation Distribution or any other sums payable under the terms of the
Capital Securities or the extension of time for the performance of any other
obligation under, arising out of or in connection with, the Capital Securities
(other than an extension of time for payment of Distributions, Redemption Price,
Special Redemption Price, Liquidation Distribution or other sum payable that
results from the extension of any interest payment period on the Debentures or
any extension of the maturity date of the Debentures permitted by the
Indenture);

     (c) any failure, omission, delay or lack of diligence on the part of the
Holders to enforce, assert or exercise any right, privilege, power or remedy
conferred on the Holders pursuant to the terms of the Capital Securities, or any
action on the part of the Issuer granting indulgence or extension of any kind;

     (d) the voluntary or involuntary liquidation, dissolution, sale of any
collateral, receivership, insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization, arrangement, composition or readjustment of debt of,
or other similar proceedings affecting, the Issuer or any of the assets of the
Issuer;


                                        9
<PAGE>
     (e) any invalidity of, or defect or deficiency in, the Capital Securities;

     (f) the settlement or compromise of any obligation guaranteed hereby or
hereby incurred; or

     (g) any other circumstance whatsoever that might otherwise constitute a
legal or equitable discharge or defense of a guarantor, it being the intent of
this Section 4.3 that the obligations of the Guarantor hereunder shall be
absolute and unconditional under any and all circumstances.

     There shall be no obligation of the Holders to give notice to, or obtain
consent of, the Guarantor with respect to the happening of any of the foregoing.

     SECTION 4.4. RIGHTS OF HOLDERS.

     (a) The Holders of a Majority in liquidation amount of the Capital
Securities have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Guarantee Trustee in respect of this
Guarantee or to direct the exercise of any trust or power conferred upon the
Guarantee Trustee under this Guarantee; provided, however, that (subject to
Section 2.1) the Guarantee Trustee shall have the right to decline to follow any
such direction if the Guarantee Trustee being advised by counsel determines that
the action or proceeding so directed may not lawfully be taken or if the
Guarantee Trustee in good faith by its board of directors or trustees, executive
committees or a trust committee of directors or trustees and/or Responsible
Officers shall determine that the action or proceedings so directed would
involve the Guarantee Trustee in personal liability.

     (b) Any Holder of Capital Securities may institute a legal proceeding
directly against the Guarantor to enforce the Guarantee Trustee's rights under
this Guarantee, without first instituting a legal proceeding against the Issuer,
the Guarantee Trustee or any other Person. The Guarantor waives any right or
remedy to require that any such action be brought first against the Issuer, the
Guarantee Trustee or any other Person before so proceeding directly against the
Guarantor.

     SECTION 4.5. GUARANTEE OF PAYMENT. This Guarantee creates a guarantee of
payment and not of collection.

     SECTION 4.6. SUBROGATION. The Guarantor shall be subrogated to all (if any)
rights of the Holders of Capital Securities against the Issuer in respect of any
amounts paid to such Holders by the Guarantor under this Guarantee; provided,
however, that the Guarantor shall not (except to the extent required by
mandatory provisions of law) be entitled to enforce or exercise any right that
it may acquire by way of subrogation or any indemnity, reimbursement or other
agreement, in all cases as a result of payment under this Guarantee, if, after
giving effect to any such payment, any amounts are due and unpaid under this
Guarantee. If any amount shall be paid to the Guarantor in violation of the
preceding sentence, the Guarantor agrees to hold such amount in trust for the
Holders and to pay over such amount to the Holders.

     SECTION 4.7. INDEPENDENT OBLIGATIONS. The Guarantor acknowledges that its
obligations hereunder are independent of the obligations of the Issuer with
respect to the Capital Securities and that the Guarantor shall be liable as
principal and as debtor hereunder to make Guarantee Payments pursuant to the
terms of this Guarantee notwithstanding the occurrence of any event referred to
in subsections (a) through (g), inclusive, of Section 4.3 hereof.

     SECTION 4.8. ENFORCEMENT BY A BENEFICIARY. A Beneficiary may enforce the
obligations of the Guarantor contained in Section 4.1(b) directly against the
Guarantor and the Guarantor waives any right or remedy to require that any
action be brought against the Issuer or any other person or entity


                                       10
<PAGE>
before proceeding against the Guarantor. The Guarantor shall be subrogated to
all rights (if any) of any Beneficiary against the Issuer in respect of any
amounts paid to the Beneficiaries by the Guarantor under this Guarantee;
provided, however, that the Guarantor shall not (except to the extent required
by mandatory provisions of law) be entitled to enforce or exercise any rights
that it may acquire by way of subrogation or any indemnity, reimbursement or
other agreement, in all cases as a result of payment under this Guarantee, if at
the time of any such payment, and after giving effect to such payment, any
amounts are due and unpaid under this Guarantee.

                                    ARTICLE V

                    LIMITATION OF TRANSACTIONS; SUBORDINATION

     SECTION 5.1. LIMITATION OF TRANSACTIONS. So long as any Capital Securities
remain outstanding, if (a) there shall have occurred and be continuing an Event
of Default or a Declaration Event of Default or (b) the Guarantor shall have
selected an Extension Period as provided in the Declaration and such period, or
any extension thereof, shall have commenced and be continuing, then the
Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any
dividends or distributions on, or redeem, purchase, acquire, or make a
liquidation payment with respect to, any of the Guarantor's or such Affiliate's
capital stock (other than payments of dividends or distributions to the
Guarantor) or make any guarantee payments with respect to the foregoing or (y)
make any payment of principal of or interest or premium, if any, on or repay,
repurchase or redeem any debt securities of the Guarantor or any Affiliate that
rank pari passu in all respects with or junior in interest to the Debentures
(other than, with respect to clauses (x) and (y) above, (i) repurchases,
redemptions or other acquisitions of shares of capital stock of the Guarantor in
connection with any employment contract, benefit plan or other similar
arrangement with or for the benefit of one or more employees, officers,
directors or consultants, in connection with a dividend reinvestment or
stockholder stock purchase plan or in connection with the issuance of capital
stock of the Guarantor (or securities convertible into or exercisable for such
capital stock) as consideration in an acquisition transaction entered into prior
to the occurrence of the Event of Default, Declaration Event of Default or
Extension Period, as applicable, (ii) as a result of any exchange or conversion
of any class or series of the Guarantor's capital stock (or any capital stock of
a subsidiary of the Guarantor) for any class or series of the Guarantor's
capital stock or of any class or series of the Guarantor's indebtedness for any
class or series of the Guarantor's capital stock, (iii) the purchase of
fractional interests in shares of the Guarantor's capital stock pursuant to the
conversion or exchange provisions of such capital stock or the security being
converted or exchanged, (iv) any declaration of a dividend in connection with
any stockholders' rights plan, or the issuance of rights, stock or other
property under any stockholders' rights plan, or the redemption or repurchase of
rights pursuant thereto, (v) any dividend in the form of stock, warrants,
options or other rights where the dividend stock or the stock issuable upon
exercise of such warrants, options or other rights is the same stock as that on
which the dividend is being paid or ranks pari passu with or junior to such
stock and any cash payments in lieu of fractional shares issued in connection
therewith, or (vi) payments under this Guarantee).

     SECTION 5.2. RANKING. This Guarantee will constitute an unsecured
obligation of the Guarantor and will rank subordinate and junior in right of
payment to all present and future Senior Indebtedness (as defined in the
Indenture) of the Guarantor. By their acceptance thereof, each Holder of Capital
Securities agrees to the foregoing provisions of this Guarantee and the other
terms set forth herein.

     The right of the Guarantor to participate in any distribution of assets of
any of its subsidiaries upon any such subsidiary's liquidation or reorganization
or otherwise is subject to the prior claims of creditors of that subsidiary,
except to the extent the Guarantor may itself be recognized as a creditor of
that subsidiary. Accordingly, the Guarantor's obligations under this Guarantee
will be effectively


                                       11
<PAGE>
subordinated to all existing and future liabilities of the Guarantor's
subsidiaries, and claimants should look only to the assets of the Guarantor for
payments hereunder. This Guarantee does not limit the incurrence or issuance of
other secured or unsecured debt of the Guarantor, including Senior Indebtedness
of the Guarantor, under any indenture that the Guarantor may enter into in the
future or otherwise.

                                   ARTICLE VI

                                   TERMINATION

     SECTION 6.1. TERMINATION. This Guarantee shall terminate as to the Capital
Securities (i) upon full payment of the Redemption Price or Special Redemption
Price of all Capital Securities then outstanding, (ii) upon the distribution of
all of the Debentures to the Holders of all of the Capital Securities or (iii)
upon full payment of the amounts payable in accordance with the Declaration upon
dissolution of the Issuer. This Guarantee will continue to be effective or will
be reinstated, as the case may be, if at any time any Holder of Capital
Securities must restore payment of any sums paid under the Capital Securities or
under this Guarantee.

                                   ARTICLE VII

                                 INDEMNIFICATION

     SECTION 7.1. EXCULPATION.

     (a) No Indemnified Person shall be liable, responsible or accountable in
damages or otherwise to the Guarantor or any Covered Person for any loss, damage
or claim incurred by reason of any act or omission performed or omitted by such
Indemnified Person in good faith in accordance with this Guarantee and in a
manner that such Indemnified Person reasonably believed to be within the scope
of the authority conferred on such Indemnified Person by this Guarantee or by
law, except that an Indemnified Person shall be liable for any such loss, damage
or claim incurred by reason of such Indemnified Person's negligence or willful
misconduct with respect to such acts or omissions.

     (b) An Indemnified Person shall be fully protected in relying in good faith
upon the records of the Issuer or the Guarantor and upon such information,
opinions, reports or statements presented to the Issuer or the Guarantor by any
Person as to matters the Indemnified Person reasonably believes are within such
other Person's professional or expert competence and who, if selected by such
Indemnified Person, has been selected with reasonable care by such Indemnified
Person, including information, opinions, reports or statements as to the value
and amount of the assets, liabilities, profits, losses, or any other facts
pertinent to the existence and amount of assets from which Distributions to
Holders of Capital Securities might properly be paid.

     SECTION 7.2. INDEMNIFICATION.

     (a) The Guarantor agrees to indemnify each Indemnified Person for, and to
hold each Indemnified Person harmless against, any and all loss, liability,
damage, claim or expense incurred without negligence or willful misconduct on
the part of the Indemnified Person, arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder, including, but
not limited to, the costs and expenses (including reasonable legal fees and
expenses) of the Indemnified Person defending itself against, or investigating,
any claim or liability in connection with the exercise or performance of any of
the Indemnified Person's powers or duties hereunder. The obligation to indemnify
as set forth in this Section 7.2 shall survive the resignation or removal of the
Guarantee Trustee and the termination of this Guarantee.


                                       12
<PAGE>
     (b) Promptly after receipt by an Indemnified Person under this Section 7.2
of notice of the commencement of any action, such Indemnified Person will, if a
claim in respect thereof is to be made against the Guarantor under this Section
7.2, notify the Guarantor in writing of the commencement thereof; but the
failure so to notify the Guarantor (i) will not relieve the Guarantor from
liability under paragraph (a) above unless and to the extent that the Guarantor
did not otherwise learn of such action and such failure results in the
forfeiture by the Guarantor of substantial rights and defenses and (ii) will
not, in any event, relieve the Guarantor from any obligations to any Indemnified
Person other than the indemnification obligation provided in paragraph (a)
above. The Guarantor shall be entitled to appoint counsel of the Guarantor's
choice at the Guarantor's expense to represent the Indemnified Person in any
action for which indemnification is sought (in which case the Guarantor shall
not thereafter be responsible for the fees and expenses of any separate counsel
retained by the Indemnified Person or Persons except as set forth below);
provided, however, that such counsel shall be reasonably satisfactory to the
Indemnified Person. Notwithstanding the Guarantor's election to appoint counsel
to represent the Guarantor in an action, the Indemnified Person shall have the
right to employ separate counsel (including local counsel), and the Guarantor
shall bear the reasonable fees, costs and expenses of such separate counsel if
(i) the use of counsel chosen by the Guarantor to represent the Indemnified
Person would present such counsel with a conflict of interest, (ii) the actual
or potential defendants in, or targets of, any such action include both the
Indemnified Person and the Guarantor and the Indemnified Person shall have
reasonably concluded that there may be legal defenses available to it and/or
other Indemnified Person(s) which are different from or additional to those
available to the Guarantor, (iii) the Guarantor shall not have employed counsel
satisfactory to the Indemnified Person to represent the Indemnified Person
within a reasonable time after notice of the institution of such action or (iv)
the Guarantor shall authorize the Indemnified Person to employ separate counsel
at the expense of the Guarantor. The Guarantor will not, without the prior
written consent of the Indemnified Persons, settle or compromise or consent to
the entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification or contribution
may be sought hereunder (whether or not the Indemnified Persons are actual or
potential parties to such claim or action) unless such settlement, compromise or
consent includes an unconditional release of each Indemnified Person from all
liability arising out of such claim, action, suit or proceeding.

     SECTION 7.3. COMPENSATION; REIMBURSEMENT OF EXPENSES. The Guarantor agrees:

     (a) to pay to the Guarantee Trustee from time to time such compensation for
all services rendered by it hereunder as the parties shall agree to from time to
time (which compensation shall not be limited by any provision of law in regard
to the compensation of a trustee of an express trust); and

     (b) except as otherwise expressly provided herein, to reimburse the
Guarantee Trustee upon request for all reasonable expenses, disbursements and
advances incurred or made by it in accordance with any provision of this
Guarantee (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to its negligence or willful misconduct.

     For purposes of clarification, this Section 7.3 does not contemplate the
payment by the Guarantor of acceptance or annual administration fees owing to
the Guarantee Trustee for services to be provided by the Guarantee Trustee under
this Guarantee or the fees and expenses of the Guarantee Trustee's counsel in
connection with the closing of the transactions contemplated by this Guarantee.
The provisions of this Section 7.3 shall survive the resignation or removal of
the Guarantee Trustee and the termination of this Guarantee.


                                       13
<PAGE>
                                  ARTICLE VIII

                                  MISCELLANEOUS

     SECTION 8.1. SUCCESSORS AND ASSIGNS. All guarantees and agreements
contained in this Guarantee shall bind the successors, assigns, receivers,
trustees and representatives of the Guarantor and shall inure to the benefit of
the Holders of the Capital Securities then outstanding. Except in connection
with any merger or consolidation of the Guarantor with or into another entity or
any sale, transfer or lease of the Guarantor's assets to another entity, in each
case, to the extent permitted under the Indenture, the Guarantor may not assign
its rights or delegate its obligations under this Guarantee without the prior
approval of the Holders of at least a Majority in liquidation amount of the
Capital Securities.

     SECTION 8.2. AMENDMENTS. Except with respect to any changes that do not
adversely affect the rights of Holders of the Capital Securities in any material
respect (in which case no consent of Holders will be required), this Guarantee
may be amended only with the prior approval of the Holders of not less than a
Majority in liquidation amount of the Capital Securities. The provisions of the
Declaration with respect to amendments thereof apply to the giving of such
approval.

     SECTION 8.3. NOTICES. All notices provided for in this Guarantee shall be
in writing, duly signed by the party giving such notice, and shall be delivered,
telecopied or mailed by first class mail, as follows:

     (a) If given to the Guarantee Trustee, at the Guarantee Trustee's mailing
address set forth below (or such other address as the Guarantee Trustee may give
notice of to the Holders of the Capital Securities and the Guarantor):

     Wilmington Trust Company
     Rodney Square North
     1100 North Market Street
     Wilmington, Delaware 19890-1600
     Attention: Corporate Trust Administration
     Telecopy: 302-636-4140

     (b) If given to the Guarantor, at the Guarantor's mailing address set forth
below (or such other address as the Guarantor may give notice of to the Holders
of the Capital Securities and to the Guarantee Trustee):

     Exchange National Bancshares, Inc.
     132 East High Street
     Jefferson City, Missouri 65102
     Attention: Kathleen Bruegenhemke
     Telecopy: 573-761-6272

     (c) If given to any Holder of the Capital Securities, at the address set
forth on the books and records of the Issuer.

     All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid, except that if a notice or other document is refused delivery
or cannot be delivered because of a changed address of which no notice was
given, such notice or other document shall be deemed to have been delivered on
the date of such refusal or inability to deliver.


                                       14
<PAGE>
     SECTION 8.4. BENEFIT. This Guarantee is solely for the benefit of the
Beneficiaries and, subject to Section 2.1(a), is not separately transferable
from the Capital Securities.

     SECTION 8.5. GOVERNING LAW. THIS GUARANTEE SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK,
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401
OF THE NEW YORK GENERAL OBLIGATIONS LAW).

     SECTION 8.6. COUNTERPARTS. This Guarantee may be executed in one or more
counterparts, each of which shall be an original, but all of which taken
together shall constitute one and the same instrument.

     SECTION 8.7 SEPARABILITY. In case one or more of the provisions contained
in this Guarantee shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Guarantee, but this Guarantee
shall be construed as if such invalid or illegal or unenforceable provision had
never been contained herein.

                     Signatures appear on the following page


                                       15
<PAGE>
     THIS GUARANTEE is executed as of the day and year first above written.

                                        EXCHANGE NATIONAL BANCSHARES, INC.,
                                        as Guarantor


                                        By: /s/ Illegible
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        WILMINGTON TRUST COMPANY, as Guarantee
                                        Trustee


                                        By: /s/ Illegible
                                            ------------------------------------
                                        Name: Illegible
                                        Title: Assistant Vice President


                                       16

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>7
<FILENAME>c94951exv10w7.txt
<DESCRIPTION>SUBSCRIPTION AGREEMENT
<TEXT>
<PAGE>
                                                                    Exhibit 10.7

                      EXCHANGE NATIONAL STATUTORY TRUST II
                       EXCHANGE NATIONAL BANCSHARES, INC.

                             SUBSCRIPTION AGREEMENT

                                 MARCH 17, 2005

     THIS SUBSCRIPTION AGREEMENT (this "Agreement") made among Exchange National
Statutory Trust II (the "Trust"), a statutory trust created under the Delaware
Statutory Trust Act (Chapter 38 of Title 12 of the Delaware Code, 12 Del. C.
Sections 3801, et seq.), Exchange National Bancshares, Inc., a Missouri
corporation, with its principal offices located at 132 East High Street,
Jefferson City, Missouri 65102 (the "Company" and, collectively with the Trust,
the "Offerors"), and Preferred Term Securities XVII, Ltd. (the "Purchaser").

                                    RECITALS:

     A. The Trust desires to issue 23,000 of its Fixed/Floating Rate Capital
Securities (the "Capital Securities"), liquidation amount $1,000.00 per Capital
Security, representing an undivided beneficial interest in the assets of the
Trust (the "Offering"), to be issued pursuant to an Amended and Restated
Declaration of Trust (the "Declaration") by and among the Company, Wilmington
Trust Company ("WTC"), the administrators named therein, and the holders (as
defined therein), which Capital Securities are to be guaranteed by the Company
with respect to distributions and payments upon liquidation, redemption and
otherwise pursuant to the terms of a Guarantee Agreement between the Company and
WTC, as trustee (the "Guarantee"); and

     B. The proceeds from the sale of the Capital Securities will be combined
with the proceeds from the sale by the Trust to the Company of its common
securities, and will be used by the Trust to purchase an equivalent amount of
Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures of the
Company (the "Debentures") to be issued by the Company pursuant to an indenture
to be executed by the Company and WTC, as trustee (the "Indenture"); and

     C. In consideration of the premises and the mutual representations and
covenants hereinafter set forth, the parties hereto agree as follows:

                                    ARTICLE I

                     PURCHASE AND SALE OF CAPITAL SECURITIES

     1.1. Upon the execution of this Agreement, the Purchaser hereby agrees to
purchase from the Trust 23,000 Capital Securities at a price equal to $1,000.00
per Capital Security (the "Purchase Price") and the Trust agrees to sell such
Capital Securities to the Purchaser for said Purchase Price. The rights and
preferences of the Capital Securities are set forth in the Declaration. The
Purchase Price is payable in immediately available funds on March 17, 2005, or
such other business day as may be designated by the Purchaser, but in no event
later than March 31, 2005 (the "Closing Date"). The Offerors shall provide the
Purchaser wire transfer instructions no later than 1 day following the date
hereof.

     1.2. The certificate for the Capital Securities shall be delivered by the
Trust on the Closing Date to the Purchaser or its designee.

     1.3. The Placement Agreement, dated March 9, 2005 (the "Placement
Agreement"), among the Offerors and the Placement Agents identified therein
includes certain representations and warranties, covenants and conditions to
closing and certain other matters governing the Offering. The Placement
<PAGE>
Agreement is hereby incorporated by reference into this Agreement and the
Purchaser shall be entitled to each of the benefits of the Placement Agents and
the Purchaser under the Placement Agreement and shall be entitled to enforce the
obligations of the Offerors under such Placement Agreement as fully as if the
Purchaser were a party to such Placement Agreement.

                                   ARTICLE II

                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

     2.1. The Purchaser understands and acknowledges that neither the Capital
Securities, the Debentures nor the Guarantee have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any other
applicable securities law, are being offered for sale by the Trust in
transactions not requiring registration under the Securities Act, and may not be
offered, sold, pledged or otherwise transferred by the Purchaser except in
compliance with the registration requirements of the Securities Act or any other
applicable securities laws, pursuant to an exemption therefrom or in a
transaction not subject thereto.

     2.2. The Purchaser represents, warrants and certifies that (i) it is not a
"U.S. person" as such term is defined in Rule 902 under the Securities Act, (ii)
it is not acquiring the Capital Securities for the account or benefit of any
such U.S. person, (iii) the offer and sale of Capital Securities to the
Purchaser constitutes an "offshore transaction" under Regulation S of the
Securities Act, and (iv) it will not engage in hedging transactions with regard
to the Capital Securities unless such transactions are conducted in compliance
with the Securities Act and the Purchaser agrees to the legends and transfer
restrictions set forth on the Capital Securities certificate.

     2.3. The Purchaser represents and warrants that it is purchasing the
Capital Securities for its own account, for investment, and not with a view to,
or for offer or sale in connection with, any distribution thereof in violation
of the Securities Act or other applicable securities laws, subject to any
requirement of law that the disposition of its property be at all times within
its control and subject to its ability to resell such Capital Securities
pursuant to an effective registration statement under the Securities Act or
under Rule 144A or any other exemption from registration available under the
Securities Act or any other applicable Securities law.

     2.4. The Purchaser represents and warrants that it has full power and
authority to execute and deliver this Agreement, to make the representations and
warranties specified herein, and to consummate the transactions contemplated
herein and it has full right and power to subscribe for Capital Securities and
perform its obligations pursuant to this Agreement.

     2.5. The Purchaser, a Cayman Islands Company whose business includes
issuance of certain notes and acquiring the Capital Securities and other similar
securities, represents and warrants that it has such knowledge and experience in
financial and business matters that it is capable of evaluating the merits and
risks of purchasing the Capital Securities, has had the opportunity to ask
questions of, and receive answers and request additional information from, the
Offerors and is aware that it may be required to bear the economic risk of an
investment in the Capital Securities.

     2.6. The Purchaser represents and warrants that no filing with, or
authorization, approval, consent, license, order, registration, qualification or
decree of, any governmental body, agency or court having jurisdiction over the
Purchaser, other than those that have been made or obtained, is necessary or
required for the performance by the Purchaser of its obligations under this
Agreement or to consummate the transactions contemplated herein.


                                        2
<PAGE>
     2.7. The Purchaser represents and warrants that this Agreement has been
duly authorized, executed and delivered by the Purchaser.

     2.8. The Purchaser represents and warrants that (i) the Purchaser is not in
violation or default of any term of its Memorandum of Association or Articles of
Association, of any provision of any mortgage, indenture, contract, agreement,
instrument or contract to which it is a party or by which it is bound or of any
judgment, decree, order, writ or, to its knowledge, any statute, rule or
regulation applicable to the Purchaser which would prevent the Purchaser from
performing any material obligation set forth in this Agreement; and (ii) the
execution, delivery and performance of and compliance with this Agreement, and
the consummation of the transactions contemplated herein, will not, with or
without the passage of time or giving of notice, result in any such material
violation, or be in conflict with or constitute a default under any such term,
or the suspension, revocation, impairment, forfeiture or non-renewal of any
permit, license, authorization or approval applicable to the Purchaser, its
business or operations or any of its assets or properties which would prevent
the Purchaser from performing any material obligations set forth in this
Agreement.

     2.9. The Purchaser represents and warrants that the Purchaser is an
exempted company with limited liability duly incorporated, validly existing and
in good standing under the laws of the jurisdiction where it is organized, with
full power and authority to perform its obligations under this Agreement.

     2.10. The Purchaser understands and acknowledges that the Company will rely
upon the truth and accuracy of the foregoing acknowledgments, representations,
warranties and agreements and agrees that, if any of the acknowledgments,
representations, warranties or agreements deemed to have been made by it by its
purchase of the Capital Securities are no longer accurate, it shall promptly
notify the Company.

     2.11. The Purchaser understands that no public market exists for any of the
Capital Securities, and that it is unlikely that a public market will ever exist
for the Capital Securities.

                                   ARTICLE III

                                  MISCELLANEOUS

     3.1. Any notice or other communication given hereunder shall be deemed
sufficient if in writing and sent by registered or certified mail, return
receipt requested, international courier or delivered by hand against written
receipt therefor, or by facsimile transmission and confirmed by telephone, to
the following addresses, or such other address as may be furnished to the other
parties as herein provided:

          To the Offerors: Exchange National Bancshares, Inc.
                           132 East High Street
                           Jefferson City, Missouri 65102
                           Attention: Kathleen Bruegenhemke
                           Fax: 573-761-6272

          To the Purchaser: Preferred Term Securities XVII, Ltd.
                            c/o Maples Finance Limited
                            P.O. Box 1093 GT
                            Queensgate House
                            South Church Street
                            George Town, Grand Cayman
                            Cayman Islands
                            Attention: The Directors
                            Fax: 345-945-7100


                                        3
<PAGE>
          Unless otherwise expressly provided herein, notices shall be deemed to
have been given on the date of mailing, except notice of change of address,
which shall be deemed to have been given when received.

     3.2. This Agreement shall not be changed, modified or amended except by a
writing signed by the parties to be charged, and this Agreement may not be
discharged except by performance in accordance with its terms or by a writing
signed by the party to be charged.

     3.3. Upon the execution and delivery of this Agreement by the Purchaser,
this Agreement shall become a binding obligation of the Purchaser with respect
to the purchase of Capital Securities as herein provided.

     3.4. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY
OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT ALL THE TERMS AND
PROVISIONS HEREOF SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

     3.5. The parties agree to execute and deliver all such further documents,
agreements and instruments and take such other and further action as may be
necessary or appropriate to carry out the purposes and intent of this Agreement.

     3.6. This Agreement may be executed in one or more counterparts each of
which shall be deemed an original, but all of which shall together constitute
one and the same instrument.

     3.7. In the event that any one or more of the provisions contained herein,
or the application thereof in any circumstances, is held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions hereof shall not be in any way impaired or affected, it being
intended that all of the Offerors' and the Purchaser's rights and privileges
shall be enforceable to the fullest extent permitted by law.

                     Signatures appear on the following page


                                        4
<PAGE>
     IN WITNESS WHEREOF, I have set my hand the day and year first written
above.

PREFERRED TERM SECURITIES XVII, LTD.


BY: /s/ Carrie Bunton
    ---------------------------------
Print Name: Carrie Bunton
Title: Director

     IN WITNESS WHEREOF, this Agreement is agreed to and accepted as of the day
and year first written above.

                                        EXCHANGE NATIONAL BANCSHARES, INC.


                                        By: /s/ Illegible
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        EXCHANGE NATIONAL STATUTORY TRUST II


                                        By: /s/ David T. Turner
                                            ------------------------------------
                                        Name: David T. Turner
                                        Title: Administrator


                                        5

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>8
<FILENAME>c94951exv31w1.txt
<DESCRIPTION>CERTIFICATE OF THE CEO PURSUANT TO SECTION 302
<TEXT>
<PAGE>

                                                                    Exhibit 31.1

                                 CERTIFICATIONS

I, James E. Smith, certify that:

      1. I have reviewed this report on Form 10-Q 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 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

                                       187
<PAGE>


(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: May 10, 2005

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

                                       188
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>9
<FILENAME>c94951exv31w2.txt
<DESCRIPTION>CERTIFICATE OF THE CFO PURSUANT TO SECTION 302
<TEXT>
<PAGE>

                                                                    Exhibit 31.2

                                 CERTIFICATIONS

I, Richard G. Rose, certify that:

      1. I have reviewed this report on Form 10-Q 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 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: May 10, 2005

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

                                      189
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>10
<FILENAME>c94951exv32w1.txt
<DESCRIPTION>CERTIFICATE OF THE CEO PURSUANT TO SECTION 906
<TEXT>
<PAGE>

                                                                    Exhibit 32.1

                    Certification of Chief Executive Officer

      In connection with the Quarterly Report of Exchange National Bancshares,
Inc. (the "Company") on Form 10-Q for the period ended March 31, 2005 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: May 10, 2005

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

                                      190
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.2
<SEQUENCE>11
<FILENAME>c94951exv32w2.txt
<DESCRIPTION>CERTIFICATE OF THE CFO PURSUANT TO SECTION 906
<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-Q for the period ended March 31, 2005 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:  May 10, 2005

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

                                       191
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
