Exhibit 4.1

                    ARTICLES OF INCORPORATION
                               OF
               EXCHANGE NATIONAL BANCSHARES, INC.

          The undersigned, being a natural person of the age of
eighteen years or more, for the purpose of forming a corporation
under "The General and Business Corporation Law of Missouri," as
amended, does hereby adopt the following Articles of
Incorporation:

          FIRST.    The name of the Corporation is:

                    Exchange National Bancshares, Inc.

          SECOND.   The address, including street and number, of its
initial registered office in the State of Missouri is 132 East
High Street, Jefferson City, Missouri 65101 and the name of its
initial registered agent at such address is Donald L. Campbell.

          THIRD.

          (a)  The aggregate number of shares which the Corporation shall
have authority to issue shall be 1,500,000 shares of common
stock, of the par value of $1.00 per share.

          Except as may otherwise be required by law, each holder
of Common Stock shall have one vote in respect of each share of
Common Stock held by such shareholder on all matters voted upon
by the shareholders.

          Shares of Common Stock may be issued from time to time
as the Board of Directors shall determine and on such terms and
for such consideration as shall be fixed by the Board of
Directors.

          (b)  No holder of any shares of stock of the Corporation shall be
entitled as such, as a matter of right, to subscribe for or
purchase any shares of stock of the Corporation of any class,
whether now or hereafter authorized or whether issued for cash,
property or services or as a dividend or otherwise, or to
subscribe for or purchase any obligations, bonds, notes,
debentures, other securities or stock convertible into shares of
stock of the Corporation of any class or carrying or evidencing
any right to purchase shares of stock of any class.

          (c)  Section 351.459 (as amended from time to time) of The
General and Business Corporation Law of Missouri shall apply to
any business combination (as defined in such law from time to
time) of the Corporation with any interested shareholder (as
defined in such law from time to time) of the Corporation.

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          FOURTH.   The name and place of residence of the incorporator are
as follows:

                  NAME                    RESIDENCE
          Brian J. Hynes        3130 Woodview Ridge Drive,
                                Apt. 302 Kansas City, Kansas
                                66103
          FIFTH.

          (a)  The number of directors to constitute the first Board of
Directors of the Corporation is six. Thereafter the number of
directors shall be fixed by, or in the manner provided in, the
Bylaws of the Corporation. Any change in the number of directors
shall be reported to the Secretary of State within 30 calendar
days of such change, or within such other period, if any, as may
then be required by law.

          The persons to constitute the first Board of Directors,
each of whom shall hold office until such director's successor is
duly elected and qualified, or until such director's earlier
resignation or removal, are as follows:

                         Harold G. Butzer
                         Donald L. Campbell
                         Charles G. Dudenhoeffer, Jr.
                         Philip D. Freeman
                         David R. Goller
                         James R. Loyd

          (b)  The members of the Board of Directors shall be divided into
three classes (to be designated as Class I, Class II and Class
III), as nearly equal in number as the then total number of
Directors constituting the whole Board of Directors permits, with
the terms of office of one class expiring each year. Mr.
Dudenhoeffer and Mr. Freeman are hereby named as Class I
Directors to hold office for a term expiring at the annual
meeting of shareholders in 1993 and until their successors are
duly elected and qualified or until their earlier resignation or
removal; Mr. Goller and Mr. Loyd are hereby named as Class II
Directors to hold office for a term expiring at the annual
meeting of shareholders in 1994 and until their successors are
duly elected and qualified or until their earlier resignation or
removal; and Mr. Butzer and Mr. Campbell are hereby named as
Class III Directors to hold office for a term expiring at the
annual meeting of shareholders in 1995 and until their successors
are duly elected and qualified or until their earlier resignation
or removal. At each annual meeting of shareholders the successors
to the class of Directors whose term shall then expire shall be
elected to hold office for a term expiring at the third
succeeding annual meeting and until their respective successors
shall be duly elected and qualified or until their respective
earlier resignation or removal.

          (c)  Any vacancy in the Board of Directors for any reason, and
any newly created directorships resulting from any increase in
the number of directors, may be filled by the Board of Directors,
acting by a majority of the Directors then in office, although
less than a quorum, and any directors so chosen shall hold office
until the next election of the class for which such Directors
shall have been chosen and until their successors shall be
elected and <PAGE> qualified or until their respective earlier
resignation or removal. No decrease in the number of Directors
shall shorten the term of any incumbent Director.

          (d)  Notwithstanding any other provisions of this Certificate of
Incorporation or the Bylaws of the Corporation (and
notwithstanding the fact that some lesser percentage may be
specified by law, this Certificate of Incorporation or the Bylaws
of the Corporation), any Director or the entire Board of
Directors of the Corporation may be removed at any time, but only
in the following ways: (i) by a majority of the Directors then in
office for cause; or (ii) with or without cause, by the
affirmative vote of the holders of two-thirds (2/3) or more of
the outstanding shares of stock of the Corporation entitled to
vote. The term "for cause" is hereby exclusively defined and
limited to mean commission of a felony, or a finding by a court
of competent jurisdiction of liability for negligence, or
misconduct, in the performance of the Director's duty to the
Corporation in a matter of substantial importance to the
Corporation, where such adjudication is no longer subject to
direct appeal.

          (e)  Advance notice of nomination for the election of Directors
other than nominations by the Board of Directors or a committee
thereof shall be given to the Corporation in the manner provided
in the Bylaws.

          SIXTH.    The duration of the Corporation is perpetual.

          SEVENTH.  The purpose for which the Corporation is formed is to
engage in any lawful business for which corporations may be
organized under The General and Business Corporation Law of
Missouri, including, without limitation, that of a bank holding
company.

          In addition to the powers and privileges conferred upon
the Corporation by law and those incidental thereto, the
Corporation shall possess and may exercise all the powers and
privileges which are necessary or convenient to the conduct,
promotion or attainment of the business or purposes of the
Corporation.

          EIGHTH.   Except as may be otherwise specifically provided by
statute, as from time to time amended, all powers of management,
direction and control of the Corporation shall be, and hereby
are, vested in the Board of Directors.

          NINTH.    The original Bylaws of the Corporation shall be adopted
in any manner provided by law. Thereafter, unless otherwise
required by law, the Bylaws of the Corporation may from time to
time be altered, amended or repealed, or new Bylaws may be
adopted, in any of the following ways: (a) by the affirmative
vote, at any annual or special meeting of the shareholders, of
the holders of two-thirds (2/3) or more of the outstanding shares
of stock of the Corporation entitled to vote; or (b) by
resolution adopted by a majority of the full Board of Directors
at a meeting thereof or a written statement of unanimous consent;
provided, however, that the power of the directors to alter,
amend, or repeal the Bylaws, or to adopt new Bylaws, may be
denied as to any Bylaws or portion thereof enacted by the
shareholders if at the time of such enactment the shareholders
shall so expressly provide.

          TENTH.

          10.1 LIMITATION OF LIABILITY. No person shall be liable to the
corporation or its <PAGE> shareholders for loss, damage, liability or
expense suffered by it on account of any action taken or omitted
to be taken by such person as a director or officer of the
corporation or by any Other Enterprise (as hereinafter defined)
which such person serves or has served as a director or officer
at the request of the Corporation, if such person (a) exercised
the same degree of care and skill as a prudent man would have
exercised under the circumstances in the conduct of his own
affairs, or (b) took or omitted to take such action in reliance
upon advice of counsel for the Corporation, or for such Other
Enterprise, or upon statements made or information furnished by
directors, officers, employees or agents of the Corporation, or
of such Other Enterprise, which such person had no reasonable
grounds to disbelieve.

          10.2 INDEMNIFICATION, GENERALLY. In addition to and without
limiting the rights to indemnification and advancement of
expenses specifically provided for in the other sections of this
Article TENTH, the Corporation shall indemnify and advance
expenses to each person who is or was an officer or director of
the Corporation to the full extent permitted by the laws of the
State of Missouri as in effect on the date of the adoption of
these Articles of Incorporation and as may hereafter be amended.

          10.3 RIGHT TO INDEMNIFICATION. The Corporation shall indemnify
each person who has been or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative,
investigative or appellate (regardless of whether such action,
suit or proceeding is by or in the right of the Corporation or by
third parties) by reason of the fact that such person is or was a
director or officer of the Corporation or is or was serving at
the request of the Corporation as a director or officer of any
Other Enterprise against all liabilities and expenses, including,
without limitation, judgments, amounts paid in settlement,
attorneys' fees, ERISA excise taxes or penalties, fines and other
expenses, actually and reasonably incurred by such person in
connection with such action, suit or proceeding (including,
without limitation, the investigation, defense, settlement or
appeal of such action, suit or proceeding); provided, however,
that the Corporation shall not be required to indemnify or
advance expenses to any person from or on account of such
person's conduct which was finally adjudged to have been
knowingly fraudulent, deliberately dishonest or willful
misconduct, provided, further, that the Corporation shall not be
required to indemnify or advance expenses to any person in
connection with an action, suit or proceeding initiated by such
person unless the initiation of such action, suit or proceeding
was authorized in advance by the Board of Directors of the
Corporation. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or under a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that such person' s conduct was finally adjudged to
have been knowingly fraudulent, deliberately dishonest or willful
misconduct. Notwithstanding anything to the contrary in this
section 10.3, no indemnification under this section 10.3 shall be
made in respect of expenses, penalties or other payments incurred
by a person subject to indemnification hereunder in connection
with any administrative proceeding or action instituted by an
appropriate bank regulatory agency which results in a final order
assessing civil money penalties or requiring affirmative action
by a person seeking indemnification hereunder in the form of
payments to the Corporation.

          10.4 ENFORCEMENT OF INDEMNIFICATION. In the event the Corporation
refuses to indemnify any person or persons who may be entitled to
be indemnified or to have expenses advanced under this Article
TENTH, such person or persons shall have the right to maintain an
<PAGE> action in any court of competent jurisdiction against the
Corporation to determine whether or not such person is entitled
to such indemnification or advancement of expenses hereunder. If
such court action is successful and the person or persons is
determined to be entitled to such indemnification or advancement
of expenses, such person or persons shall be reimbursed by the
Corporation for all fees and expenses (including attorneys' fees)
actually and reasonably incurred in connection with any such
action (including, without limitation, the investigation,
defense, settlement or appeal of such action).

          10.5 ADVANCEMENT OF EXPENSES. Expenses (including attorneys'
fees) reasonably incurred in defending an action, suit or
proceeding, whether civil, criminal, administrative,
investigative or appellate, shall be paid by the Corporation in
advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such
person to repay such amount if it shall ultimately be determined
that such person is not entitled to indemnification by the
Corporation. In no event shall any advance be made in instances
where the Board, independent legal counsel or shareholders
reasonably determines that such person would not be entitled to
indemnification hereunder.

          10.6 NON-EXCLUSIVITY. The indemnification and the advancement of
expenses provided by this Article TENTH shall not be exclusive of
any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any statute, these
Articles of Incorporation or the Bylaws of the Corporation or any
agreement, vote of shareholders or disinterested directors,
policy of insurance or otherwise, both as to action in their
official capacity and as to action in another capacity while
holding their respective offices, and shall not limit in any way
any right which the Corporation may have to make additional
indemnifications with respect to the same or different persons or
classes of persons. The indemnification and advancement of
expenses provided by, or granted pursuant to, this Article TENTH
shall continue as to a person who has ceased to be a director or
officer of the Corporation, and as to a person who has ceased
serving at the request of the Corporation as a director or
officer of any Other Enterprise and shall inure to the benefit of
the heirs, executors and administrators of such a person.

          10.7 INSURANCE. Upon resolution passed by the Board of Directors,
the Corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer, agent or employee
of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, agent or employee of any
Other Enterprise, against any liability asserted against such
person and incurred by such person in any such capacity, or
arising out of such person's status as such, whether or not the
Corporation would have the power to indemnify such person against
such liability under the provisions of this Article TENTH, other
than liability arising out of or in connection with any
administrative proceeding or action instituted by an appropriate
bank regulatory agency which results in civil money penalties
against him or the Corporation.

          10.8 VESTING OF RIGHTS. The rights granted or created hereby
shall be vested in each person entitled to indemnification
hereunder as a bargained-for, contractual condition of such
person's acceptance of his election or appointment as a director
or officer of the Corporation or serving at the request of the
Corporation as a director or officer of any Other Enterprise and,
while this Article TENTH may be amended or repealed, no such
amendment or repeal shall <PAGE> release, terminate or adversely
affect the rights of such person under this Article TENTH with
respect to any act taken or the failure to take any act by such
person prior to such amendment or repeal or with respect to any
action, suit or proceeding with respect to such act or failure to
act filed after such amendment or repeal.

          10.9 DEFINITIONS. For purposes of this Article TENTH, references
to:

          (a)  "The Corporation" shall, if and only if the Board of
Directors shall determine, include, in addition to the resulting
or surviving corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or
merger so that any person who is or was a director or officer of
such constituent corporation, or is or was serving at the request
of such constituent corporation as a director or officer of any
Other Enterprise shall stand in the same position under the
provisions of this Article TENTH with respect to the resulting or
surviving corporation as such person would if such person had
served the resulting or surviving corporation in the same
capacity;

          (b)  "Other Enterprises" or "Other Enterprise" shall include,
without limitation, The Exchange National Bank of Jefferson City
or any other corporation, partnership, joint venture, trust or
employee benefit plan;

          (c)  "fines" shall include any excise taxes assessed against a
person with respect to an employee benefit plan;

          (d)  "defense" shall include investigations of any threatened,
pending or completed action, suit or proceeding as well as
appeals thereof and shall also include any defensive assertion of
a cross-claim or counterclaim; and

          (e)  "serving at the request of the Corporation" shall include
any service as a director or officer of a corporation which
imposes duties on, or involves services by, such director or
officer with respect to an employee benefit plan, its
participants, or beneficiaries; and a person who acted in good
faith and in a manner such person reasonably believed to be in
the interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to
in this Article TENTH.

          For the purpose of this Article TENTH, unless the Board
of Directors of the Corporation shall determine otherwise, any
director or officer of the Corporation who shall serve as a
director or officer of The Exchange National Bank of Jefferson
City or any Other Enterprise of which the Corporation, directly
or indirectly, is a shareholder or creditor, or in which the
Corporation is in any way interested, shall be presumed to be
serving as such director or officer at the request of the
Corporation. In all other instances where any person shall serve
as a director or officer of an Other Enterprise, if it is not
otherwise established that such person is or was serving as such
director or officer at the request of the Corporation, the Board
of Directors of the Corporation shall determine whether such
person is or was serving at the request of the Corporation, and
it shall not be necessary to show any actual or prior request for
such service, which determination shall be final and binding on
the Corporation and the person seeking indemnification or
advancement of expenses.

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          10.10     SEVERABILITY. If any provision of this Article TENTH or
the application of any such provision to any person or
circumstance is held invalid, illegal or unenforceable for any
reason whatsoever, the remaining provisions of this Article TENTH
and the application of such provision to other persons or
circumstances shall not be affected thereby and, to the fullest
extent possible, the court finding such provision invalid,
illegal or unenforceable shall modify and construe the provision
so as to render it valid and enforceable as against all persons
or entities and to give the maximum possible protection to
persons subject to indemnification hereby within the bounds of
validity, legality and enforceability. Without limiting the
generality of the foregoing, if any director or officer of the
Corporation or any person who is or was serving at the request of
the Corporation as a director or officer of any Other Enterprise,
is entitled under any provision of this Article TENTH to
indemnification by the Corporation for some or a portion of the
judgments, amounts paid in settlement, attorneys' fees, ERISA
excise taxes or penalties, fines or other expenses actually and
reasonably incurred by any such person in connection with any
threatened, pending or completed action, suit or proceeding
(including, without limitation, the investigation, defense,
settlement or appeal of such action, suit or proceeding), whether
civil, criminal, administrative, investigative or appellate, but
not, however, for all of the total amount thereof, the
Corporation shall nevertheless indemnify such person for the
portion thereof to which such person is entitled.

          ELEVENTH. Insofar as it is permitted under the laws of the State
of Missouri and except as may be otherwise provided by the Bylaws
of the Corporation, (a) no contract or other transaction between
this Corporation and any other corporation, partnership,
association or other organization shall be void or voidable
solely by reason of the fact that any director or officer of this
Corporation is interested in, or is a member, shareholder,
director or officer of such other corporation, partnership,
association or other organization; and (b) any director or
officer of this Corporation, individually or jointly with one or
more other directors or officers of this Corporation, may be a
party to, or may be interested in, any contract or other
transaction of this Corporation or in which this Corporation is
interested, and no such contract or other transaction shall be
void or voidable solely thereby.

          TWELFTH.  The books and records of account of the Corporation may
be kept (subject to any provision contained in the statutes of
the State of Missouri) outside the State of Missouri at such
place or places as may be designated from time to time by the
Board of Directors or in the Bylaws of the Corporation; provided,
however, that the Corporation shall keep at its registered office
or principal place of business in the State of Missouri, or at
the office of its transfer agent in the State of Missouri, if
any, books and records in which shall be recorded the number of
shares subscribed, the names of the owners of the shares, the
numbers owned by them respectively, the amount paid for the
shares, and by whom, and the transfer of such shares with the
date of transfer.

          THIRTEENTH.    Except as may be otherwise provided by statute,
the Corporation shall be entitled to treat the registered holder
of any shares of the Corporation as the owner of such shares and
of all rights derived from such shares for all purposes and the
Corporation shall not be obligated to recognize any equitable or
other claim to or interest in such shares or rights on the part
of any other person, including, but without limiting the
generality of the term "person" to, a purchaser, pledgee,
assignee or transferee of such shares or rights, unless and until
such person becomes the registered holder of such shares. The
foregoing shall apply <PAGE> whether or not the Corporation shall
have either actual or constructive notice of the claim by or the
interest of such person.

          FOURTEENTH.    The Corporation reserves the right to alter, amend
or repeal any provision contained in its Articles of
Incorporation in the manner now or hereafter permitted or
prescribed by the statutes of Missouri, and all rights and powers
conferred herein are granted subject to this reservation and
subject to Article FIFTEENTH of this Certificate of
Incorporation; provided, however, that no such alteration,
amendment or repeal may be made except in accordance with Article
FIFTEENTH.

          FIFTEENTH.     None of the provisions of Articles THIRD, FIFTH,
NINTH, TENTH, FOURTEENTH, or this Article FIFTEENTH may be
altered, amended or repealed except upon the affirmative vote at
any annual or special meeting of the shareholders, of the holders
of at least two-thirds (2/3) or more of the outstanding shares of
stock entitled to vote, nor shall new provisions to this
Certificate of Incorporation be adopted or existing provisions to
the Certificate of Incorporation be altered, amended or repealed
which in either instance are in conflict or inconsistent with
Articles THIRD, FIFTH, NINTH, TENTH, FOURTEENTH, or this  Article
FIFTEENTH except upon such two-thirds (2/3) or more shareholder
vote. Any inconsistency developing between the provisions of a
Bylaw and any provisions of this Certificate of Incorporation
shall be controlled by this Certificate of Incorporation.

          IN WITNESS WHEREOF, the undersigned has executed these
Articles of Incorporation as of October 23, 1992.




                              /s/ Brian J. Hynes
                              Brian J. Hynes, Incorporator


STATE OF MISSOURI        )
                         )    SS.
COUNTY OF JACKSON        )

          I, Debby L. Herman, a notary public, do hereby certify
that on the 23rd day of October, 1992, personally appeared before
me, Brian J. Hynes, who being by me first duly sworn, declared
that he is the person who signed the foregoing document as
incorporator, and that the statements therein contained are true.


                              /s/ Debby L. Herman
                              Notary Public

(NOTARIAL SEAL)

My commission expires:  Dec. 22, 1995


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