**Exhibit 99.1**

**FACTORS THAT MAY AFFECT FUTURE  RESULTS OF OPERATIONS, FINANCIAL CONDITION OR BUSINESS**

      We have identified  important risks and uncertainties that could affect our results of operations,  business or financial condition and that could cause them to differ materially  from our historical results of operations, financial condition or business,  or those contemplated by forward-looking statements made herein or elsewhere  by, or on behalf of, us. Factors that could cause or contribute to such differences  include, but are not limited to, those factors described below. 

      ***Loss of key  personnel could have an adverse effect on our operations.***The  loss of certain key personnel could adversely affect our operations. Our success  depends in large part on the retention of a limited number of key persons, including:  Malcolm M. Aslin, our President and Chief Executive Officer, and Rick J. Tremblay,  our Executive Vice President and Chief Financial Officer. We will likely undergo  a difficult transition period if we lose the services of these individuals.  In recognition of this risk, we own, and are the beneficiary of, insurance policies  on the lives of these key employees and have entered into an employment agreement  with Mr. Aslin.

      We also place great  value on the experience of the president of our subsidiary bank and the community  bank presidents in each of our markets and on their relationships with the communities  they serve. The loss of these key persons could negatively impact the affected  banking locations. We may not be able to retain our current key personnel or  attract additional qualified key persons as needed.

      ***We may not be  able to maintain our growth rate.***It  may be difficult for us to maintain our rapid rate of growth. We believe future  growth in our revenues and net earnings will depend primarily on our internal  growth in the metropolitan markets where we are located. Other financial institutions  in these metropolitan markets also compete intensely for assets and deposits.  This competition may adversely affect our ability to profitably grow our asset  and deposit base.

      During the period  from 1996 to 2000, we grew significantly through acquisitions. While in the  future we may supplement our internal growth through future acquisitions in  metropolitan markets, primarily in the Midwest and the west coast of Florida,  there is great competition for such acquisition candidates. We may not be successful  in identifying, or evaluating risks inherent in, any such acquisition candidates  or be able to acquire such acquisition candidates on terms we feel are favorable.

     Our objectives for earnings growth, return on equity and return on assets have been achieved primarily through extensive growth in loans in Kansas and Florida. Satisfying these objectives in the future will require increasing amounts of capital to meet regulatory requirements. We may not be able to obtain such capital in adequate amounts or on attractive terms.

      ***Our allowance  for loan losses may not be adequate.***Our  allowance for loan losses may not be adequate to cover actual loan losses. As  a lender, we are exposed to the risk that our customers will be unable to repay  their loans according to their terms and that any collateral securing the payment  of their loans may not be sufficient to cover repayment. Credit losses are inherent  in the lending business and could have a material adverse effect on our operating  results. Additionally, approximately 94% of our loan portfolio on December 31,  2004 consisted of construction loans, agricultural loans, loans secured by commercial  real estate, and commercial business loans. These loans generally involve a  greater degree of risk of nonpayment or late payment than home equity loans  or residential mortgage loans and carry higher loan balances. The risk of loss  will vary with general economic conditions, the type of loan being made, the  creditworthiness of the borrower over the term of the loan and the quality and  value of the collateral in the case of collateralized loans, among other things.  Our credit risk with respect to our real estate and construction loan portfolio  relates principally to the general creditworthiness of individuals and the value  of real estate serving as security for the repayment of such loans. Our credit  risk with respect to our commercial and consumer installment loan portfolio  relates principally to the general 

 

----

creditworthiness of businesses and individuals within  our local markets. Our credit risk with respect to our agricultural loan portfolio  relates, among other factors, to commodity prices and weather patterns.

      We make various assumptions  and judgments about the collectability of our loan portfolio and provide an  allowance for losses based on a number of factors. If our assumptions are wrong,  our allowance for loan losses may not be sufficient to cover our loan losses.  We may have to increase the allowance in the future. Material additions to our  allowance for loan losses would have a material adverse effect on our net earnings.

      ***Changes in interest  rates could adversely affect profitability.***We  may be unable to manage interest rate risk that could reduce our net interest  income. Like other financial institutions, our results of operations are impacted  principally by net interest income, which is the difference between interest  earned on loans and investments and interest expense paid on deposits and other  borrowings. We cannot predict or control changes in interest rates. Regional  and local economic conditions and the policies of regulatory authorities, including  monetary policies of the Federal Reserve, affect interest income and interest  expense. Interest rate cuts by the Federal Reserve throughout 2003, 2002 and  2001 have generally reduced our net interest margin. While we continually take  measures intended to manage the risks from changes in market interest rates,  including interest rate swap agreements, changes in interest rates can still  have a material adverse effect on our profitability.

      ***Funding our  substantial cash requirements with dividends from our bank subsidiaries will  reduce the capital levels of the banks and thus their ability to grow.***We  are a separate legal entity from our subsidiaries and do not have significant  operations of our own. We depend primarily on dividends we receive from our  subsidiaries, which may be limited by statute and regulations, and our cash  and liquid investments to pay dividends on our common stock and to pay our operating  expenses. In addition, we had an aggregate outstanding amount of $116.6 million  in subordinated debt and trust preferred securities, as compared to total equity  of $270.4 million outstanding, as of December 31, 2004. Our annual interest  payments due on these borrowings were approximately $8.1 million as of December  31, 2004. We are also dependent on dividends from our bank subsidiaries to service  these borrowings, and ultimately for principal repayment at maturity, as well  as to service our line of credit. The FRB-KC and the Commissioner have the authority  to prohibit or limit the payment of dividends by our banking subsidiaries to  us and the FRB-KC has the authority to prohibit or limit the payment of dividends  by us to our stockholders. 

      Even if our subsidiaries  are able to generate sufficient earnings to pay dividends to us, their boards  of directors may decide to retain a greater portion of their earnings to maintain  existing capital or achieve additional capital necessary in light of the financial  condition, asset quality or regulatory requirements of the subsidiaries or other  business considerations. The extent to which our bank subsidiary pays us a significant  portion of its retained earnings as dividends to fund our substantial cash requirements  may also reduce the ability of the bank subsidiary to grow while maintaining  regulatory capital ratios at "well capitalized" standards set by federal regulators.

      ***Local economic  conditions could adversely affect our operations.***  Changes in the local economic conditions could adversely affect our loan portfolio  and results of operations. Our success depends to a certain extent upon the  general economic conditions of the local markets that we serve. Unlike larger  banks that are more geographically diversified, we provide banking and financial  services to customers in those markets in Kansas, Oklahoma, Missouri and Florida  where our subsidiary bank operates or is expected to operate. Our commercial,  agricultural, real estate and construction loans, and the ability of the borrowers  to repay these loans and the value of the collateral securing these loans, are  impacted by the local economic conditions. Favorable economic conditions may  not continue in such markets.

      ***Our ability  to pay dividends on our common stock is limited by the ability of our subsidiary  bank to pay dividends under applicable law and by contracts relating to our  trust preferred securities.***Our ability  to pay dividends on our common stock largely depends on our receipt of dividends  from our subsidiary bank. The amount of dividends that our subsidiary bank may  pay to us is limited by federal and state banking laws and regulations. As a  financial holding company, our subsidiary bank is required to maintain capital  sufficient to meet the "well capitalized" standard set by the regulators and  will be able to pay dividends to us only so long as its capital continues to  exceed these levels. We or our bank may decide to limit the payment of dividends  even 

 

----

when we or they have the legal ability to pay them  in order to retain earnings for use in our or our bank’s business. Under  contracts relating to our trust preferred securities, we are prohibited from  paying dividends on our common stock if we have not made required payments on,  or have elected to defer payments of interest on, the junior subordinated debentures  that support our trust preferred securities or if an event of default has occurred  and is continuing with respect to such debentures.

      ***Our shareholder  rights plan and provisions in our articles of incorporation and our bylaws may  delay or prevent an acquisition of us by a third party.***Our  board of directors has implemented a shareholder rights plan. The rights, which  are attached to our shares and trade together with our common stock, have certain  anti-takeover effects. The plan may discourage or make it more difficult for  another party to complete a merger or tender offer for our shares without negotiating  with our board of directors or to launch a proxy contest or to acquire control  of a larger block of our shares. If triggered, the rights will cause substantial  dilution to a person or group that attempts to acquire us without approval of  our board of directors, and under certain circumstances, the rights beneficially  owned by the person or group may become void. In addition, our executive officers  may be more likely to retain their positions with us as a result of the plan,  even if their removal would be beneficial to shareholders generally.

      Our articles of incorporation  and our bylaws contain provisions, including a staggered board and advance notice  of stockholder proposals and board nominees, that make it more difficult for  a third party to gain control or acquire us without the consent of our board  of directors. These provisions also could discourage proxy contests and may  make it more difficult for dissident shareholders to elect representatives as  directors and take other corporate actions. These provisions of our governing  documents may also have the effect of delaying, deferring or preventing a transaction  or a change in control that might be in the best interest of our shareholders.

 

 

 

 

 

----