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                                                                    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

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      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;

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<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.

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      (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.

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      (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

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      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

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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:

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          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]

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      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:

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             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

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