Exhibit 10.2

               EXCHANGE NATIONAL BANCSHARES, INC.
                   INCENTIVE STOCK OPTION PLAN


          EXCHANGE NATIONAL BANCSHARES, INC., a corporation
organized and existing under the laws of the State of Missouri
(together with its successors, the "Company"), hereby establishes
the Exchange National Bancshares, Inc. Incentive Stock Option
Plan (the "Plan"), to be approved by the holders of a majority of
the issued and outstanding shares of common stock of the Company
("ENB Common Stock"), an incentive stock option plan for key
employees of the Company and its subsidiaries as follows:

          1.   PURPOSE OF PLAN.

          The purpose of the Plan is to encourage the key
employees of the Company and its subsidiaries to participate in
the ownership of the Company, and to provide additional incentive
for such employees to promote the success of its business through
sharing in the future growth of such business.

          2.   EFFECTIVENESS OF PLAN.

          The provisions of the Plan are effective from and after
February 29, 2000, the date of its adoption by the Board of
Directors of the Company (the "Board of Directors").

          3.   ADMINISTRATION.

          The Plan shall be administered by a stock option
committee (the "Committee"), which shall be composed of all
members of the Board of Directors who are not employed by the
Company or any of its subsidiaries.  The Committee shall have
full power and authority to construe, interpret and administer
the Plan, and may from time to time adopt such rules and
regulations for carrying out the provisions of the Plan as it may
deem proper and in the best interests of the Company.  Subject to
the terms, provisions and conditions of the Plan, the Committee
shall have exclusive authority (i) to select key employees to
whom options shall be granted, (ii) to determine the number of
shares subject to each option, (iii) to determine the time or
times when options are granted, (iv) to determine the option
purchase price of the shares of ENB Common Stock subject to each
option, (v) to determine the time when each option may be
exercised, (vi) to fix such other provisions of each incentive
stock option agreement as the Committee may deem necessary or
desirable, consistent with the terms of the Plan, and (vii) to
determine all other questions relating to the administration of
the Plan.  The interpretation and construction of the Plan by the
Committee shall be final, conclusive and binding upon all
persons.

          4.   ELIGIBILITY.

          Options to purchase shares of ENB Common Stock shall be
granted under the Plan only to key employees of the Company or of
any of its subsidiary corporations, as the term<PAGE> "subsidiary
corporations" is defined in Section 424(f) of the Internal
Revenue Code of 1986, as amended (the "Code").  Key employees to
whom options may be granted under the Plan will be those
employees selected by the Committee from time to time who, in the
sole discretion of the Committee, have made material
contributions in the past, or who are expected to make material
contributions in the future, to the successful performance of the
Company.  However, in no event shall an employee who owns more
than ten percent (10%) of the total combined voting power of all
classes of stock of the Company or of any of its subsidiary
corporations be eligible to receive an option under the Plan.

          5.   SHARES SUBJECT TO THE PLAN.

          Options granted under the Plan shall be granted solely
with respect to shares of ENB Common Stock.  Subject to any
adjustments made pursuant to the provisions of Section 13, the
aggregate number of shares of ENB Common Stock which may be
issued upon exercise of options granted under the Plan shall not
exceed 150,000.

          If any option granted under the Plan shall expire or be
cancelled or terminated for any reason without having been
exercised in full, the unpurchased shares subject to such option
shall be added to the number of shares otherwise available for
options which may be granted in accordance with the terms of the
Plan.

          The shares to be delivered upon exercise of the options
granted under the Plan shall be made available, at the discretion
of the Board of Directors, from either the authorized but
unissued shares of ENB Common Stock or any treasury shares of ENB
Common Stock held by the Company.

          6.   OPTION AGREEMENT.

          Each option granted under the Plan shall be evidenced
by an incentive stock option agreement (the "Agreement"), which
shall be signed by an officer of the Company and by the employee
to whom the option is granted (the "Optionee").  The terms of
such Agreement shall be in accordance with the provisions of the
Plan, but the Agreement may include such other provisions as may
be approved by the Committee.  The granting of an option under
the Plan shall be deemed to occur on the date on which the
Agreement evidencing such option is executed by the Company and
the Optionee.  Each Agreement shall constitute a binding contract
between the Company and the Optionee, and every Optionee, upon
the execution of an Agreement, shall be bound by the terms and
restrictions of the Plan and such Agreement.  Unless otherwise
provided in the Agreement, all options are intended to qualify as
incentive stock options under Section 422 of the Code.

          7.   OPTION PRICE.

          The price at which shares of ENB Common Stock may be
purchased under an option granted pursuant to the Plan shall be
determined by the Committee, but in no event shall the price be
less than the greater of (a) the par value thereof, or (b) 100
percent of the fair market<PAGE> value of such shares on the date
that the option is granted.  The fair market value of shares of
ENB Common Stock for purposes of the Plan shall be determined by
using the closing price on any national securities exchange or
market on which such shares are traded on the date of the option
grant (or if there were no reported trades on such date, then on
the latest date within 60 days prior to the date of the option
grant).  In the absence of finding such a closing price, the fair
market value shall be determined by the Committee, in its sole
discretion, and the Committee may adopt such formulas as in its
opinion shall reflect the true fair market value of ENB Common
Stock from time to time, and may rely on such independent advice
with respect to such fair market value as the Committee shall
deem appropriate.

          8.   PERIOD AND EXERCISE OF OPTION.

          (a)  Period--Subject to the provisions of Sections 10,
11 and 14 hereof with respect to the death or termination of
employment of an Optionee and the Change in Control of the
Company, the period during which each option granted under the
Plan may be exercised shall be fixed by the Committee at the time
such option is granted, provided that such period shall expire no
later than ten years from the date on which the option is
granted.

          (b)  Exercise--Any option granted under the Plan may be
exercised by the Optionee (or by a person acting under Section 11
below) only by (i) delivering to the Company written notice of
the number of shares being exercised, (ii) paying in full the
option price of the purchased shares, and (iii) if the shares to
be purchased have not been registered under the applicable
securities laws and if necessary, in the opinion of counsel for
the Company to secure an exemption from such registration,
furnishing to the Company such representation or agreement in
writing signed by the Optionee (or person acting under Section
11) as shall be necessary in the opinion of such counsel to
secure such exemption.  Subject to the limitations of the Plan
and the terms and conditions of the respective Agreement, each
option granted under the Plan shall be exercisable in whole or in
part at such time or times as the Committee may specify in such
Agreement.

          (c)  Payment for shares--Payment for shares of ENB
Common Stock purchased pursuant to an option granted under the
Plan may be made either in cash or in other shares of ENB Common
Stock. If ENB Common Stock is used as payment of the option
price, the value of such ENB Common Stock shall be the fair
market value of such shares on the latest date prior to the
exercise date. The fair market value of such shares shall be
determined in the manner set forth in Section 7 of the Plan.  In
lieu of the actual surrender of ENB Common Stock used as payment
of the option price, the Optionee may, with the consent of the
Committee, affirm and attest to the Company, in a form and manner
reasonably acceptable to the Committee, the Optionee's ownership
of the number of shares of ENB Common Stock to be used as payment
of the option price.  In that event the number of shares of ENB
Common Stock to be issued to the Optionee for the exercise of the
option shall be reduced by the number of shares of ENB Common
Stock that otherwise would be surrendered by the Optionee as
payment of the option price.<PAGE>

          (d)  Delivery of certificates--As soon as practicable
after receipt by the Company of the notice and representation
described in subsection (b), and payment in full of the option
price for all of the shares of ENB Common Stock being purchased
pursuant to an option granted under the Plan, a certificate or
certificates representing such shares of stock shall be
registered in the name of the Optionee and shall be delivered to
the Optionee.  No certificate for fractional shares of ENB Common
Stock shall be issued by the Company, but in lieu thereof the
Company shall distribute at such time to the Optionee who
otherwise would have been entitled to receive a fractional share
an amount in cash equal to the value of such fractional share
determined by multiplying the fraction either by (i) the average
of the high and low bid prices of ENB Common Stock on the date on
which the Company receives the notice and representation
described in subsection (b), if ENB Common Stock is then listed
on a national securities exchange or market or (ii) the fair
market value of ENB Common Stock, determined in the manner set
forth in Section 7 of the Plan, on the date on which the Company
receives the notice and representation described in subsection
(b), if ENB Common Stock is not then so listed.  Neither any
Optionee, nor the legal representative, legatee or distributee of
any Optionee, shall be deemed to be a holder of any shares of ENB
Common Stock subject to an option granted under the Plan unless
and until the certificate or certificates for such shares have
been issued.  All stock certificates issued upon the exercise of
any options granted pursuant to the Plan may bear such legend as
the Committee shall deem appropriate regarding restrictions upon
the transfer or sale of the shares evidenced thereby.

          (e)  Limitations on exercise--Except as provided in
Sections 10, 11 and 14 hereof, no option granted under the Plan
shall be exercised unless the Optionee is at the time of such
exercise employed by the Company or one of its subsidiary
corporations and shall have been so employed by the Company or
one of its subsidiary corporations at all times since the date on
which such option was granted.

          9.   LIMITATION ON OPTIONS GRANTED TO INDIVIDUAL
EMPLOYEES.

          The aggregate fair market value (determined at the time
the options are granted) of stock with respect to which incentive
stock options are exercisable for the first time by any
individual during any calendar year under the Plan (and under any
other plan or plans of such individual's employer corporation and
any parent or subsidiary corporation or corporations) shall not
exceed $100,000; provided, however, the foregoing $100,000
limitation shall only apply to incentive stock options and shall
not limit the aggregate fair market value of stock with respect
to which all other options granted under the Plan are exercisable
for the first time by any individual during any calendar year,
and any options in excess of the $100,000 limitation shall be non-
statutory stock options subject to all other provisions of the
Plan.  The $100,000 limitation provided by the preceding sentence
shall be applied by taking options into account in the order in
which they are granted.  For purposes of the Plan, "incentive
stock options" shall mean options that meet the requirements of
Section 422 of the Code.<PAGE>

          10.  TERMINATION OF EMPLOYMENT.

          If an Optionee shall cease to be employed by the
Company or any of its subsidiary corporations for any reason
other than death, any option or unexercised portion thereof
granted to him or her under the Plan which is otherwise
exercisable shall terminate unless it is exercised within three
months of the date on which such Optionee ceases to be so
employed, and in any event no later than the expiration date of
such option as specified in the respective Agreement.  Nothing in
the Plan or in any Agreement shall be construed as an obligation
on the part of the Company or any of its subsidiary corporations
to continue the employment of any employee.

          11.  DEATH OF OPTIONEE.

          In the event of the death of an Optionee while he or
she is an employee of the Company or any of its subsidiary
corporations (or within three months of the date on which such
Optionee ceases to be so employed) any option or unexercised
portion thereof granted to him or her under the Plan which is
otherwise exercisable may be exercised by the person or persons
to whom such Optionee's rights under the option pass by operation
of the Optionee's will or the laws of descent and distribution,
at any time within a period of twelve months following the death
of the Optionee (but in no event later than the expiration date
of the option as specified in the respective Agreement).

          12.  NONTRANSFERABILITY OF OPTIONS.

          No option granted under the Plan shall be transferable
or assignable by the Optionee other than by will or the laws of
descent and distribution, and during the lifetime of the Optionee
may be exercised only by the Optionee.

          13.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

          In the event of any change in the capital structure of
the Company, including but not limited to a change resulting from
a stock dividend, stock split, reorganization, merger,
consolidation, liquidation or any combination or exchange of
shares, after the effective date of the Plan the number of shares
of ENB Common Stock subject to the Plan shall be correspondingly
adjusted.  In the event of any such change after the granting of
an option hereunder, the number of shares subject to such option
shall be correspondingly adjusted and the option price for which
shares of ENB Common Stock may be purchased pursuant to an option
granted under the Plan shall also be adjusted so that there will
be no change in the aggregate purchase price payable upon the
exercise of any option.

          14.  CHANGE IN CONTROL OF THE COMPANY.

          In the event of any Change in Control of the Company,
as hereinafter defined, each option granted under the Plan shall
become immediately exercisable to the extent of all of the
aggregate number of shares subject to the option.  In that event,
the Company shall notify<PAGE> each Optionee as soon as
practicable of the Optionee's rights to exercise the option.  The
Committee or its successor may, in its discretion, include such
further provisions and limitations in any agreement documenting
such options as it may deem equitable and in the best interests
of the Company.

          For purposes of the Plan a "Change in Control" shall be
deemed to have occurred if (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, 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 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.

          15.  AMENDMENT AND TERMINATION OF PLAN.

          No option shall be granted pursuant to the Plan after
February 28, 2010, on which date the Plan will expire except as
to options then outstanding under the Plan, which options shall
remain in effect until they have been exercised or have expired.
The Board of Directors may at any time before such date amend,
modify or terminate the Plan; provided, however, that the Board
of Directors may not, without further approval by the holders of
a majority of the issued and outstanding shares of ENB Common
Stock voting in person or by proxy at a duly constituted meeting
of the shareholders of the Company, (i) increase the maximum
number of shares of ENB Common Stock as to which options may be
granted pursuant to the Plan, (ii) change the class of employees
eligible to be granted options pursuant to the Plan, (iii) extend
the period under the Plan during which options may be granted or
exercised, or (iv) change the provisions of Section 7 hereof with
respect to the determination of the option price, other than to
change the manner of determining the fair market value of shares
of ENB Common Stock to conform with any then applicable
provisions of the Code or the regulations issued thereunder.  No
amendment, modification or termination of the Plan may adversely
affect the rights of any Optionee under any then outstanding
option granted hereunder without the consent of such
Optionee.<PAGE>

          16.  GOVERNING LAW.

          The Plan and the rights of all persons claiming
hereunder shall be construed and determined in accordance with
the laws of the State of Missouri.

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