Exhibit 4.2
                        RIGHTS AGREEMENT

                             BETWEEN

               EXCHANGE NATIONAL BANCSHARES, INC.

                               AND

          THE EXCHANGE NATIONAL BANK OF JEFFERSON CITY,

                         AS RIGHTS AGENT







                    DATED AS OF MAY 24, 2000





<PAGE>





                        TABLE OF CONTENTS

                                                            PAGE

SECTION 1.  DEFINITIONS                                         1

SECTION 2.  APPOINTMENT OF RIGHTS AGENT                         7

SECTION 3.  EVIDENCE OF RIGHTS; ISSUANCE OF RIGHTS CERTIFICATES.7
   (a)  Evidence of Rights Prior to Distribution Date           7
   (b)  Common Stock Outstanding as of the Record Date          8
   (c)  Common Stock Issued After the Record Date               8
   (d)  Issuance of Rights Certificates                         9

SECTION 4.  FORM OF RIGHTS CERTIFICATES.                        9
   (a)  Form of Rights Certificates                             9
   (b)  Legend to be Included in Certain Rights Certificates    9

SECTION 5.  EXECUTION, COUNTERSIGNATURE AND REGISTRATION OF
   RIGHTS CERTIFICATES.                                        10
   (a)  Execution and Countersignature                         10
   (b)  Registration                                           10

SECTION 6.  TRANSFER, SPLIT UP, COMBINATION AND EXCHANGE OF
   RIGHTS CERTIFICATES; LOST, STOLEN, DESTROYED OR MUTILATED
   RIGHTS CERTIFICATES.                                        11
   (a)  Transfer, Split Up, Combination and Exchange of Rights
     Certificates                                              11
   (b)  Lost, Stolen, Destroyed or Mutilated Rights
     Certificates                                              11

SECTION 7.  EXERCISE OF RIGHTS; EXPIRATION DATE OF RIGHTS;
   PURCHASE PRICE.                                             12
   (a)  Exercise of Rights; Expiration Date of Rights          12
   (b)  Purchase Price                                         12
   (c)  Deliveries Upon Exercise of Rights                     12
   (d)  New Rights Certificate Issued for Unexercised Rights   13
   (e)  Rights Owned by an Acquiring Person To Become Null and
     Void                                                      13
   (f)  Certification and Evidence of Identity Required        14

SECTION 8.  CANCELLATION AND DESTRUCTION OF RIGHTS CERTIFICATES 14

SECTION 9.  RESERVATION AND AVAILABILITY OF CAPITAL STOCK.     14
   (a)  Reservation and Availability of Capital Stock          14
   (b)  Reserved Shares To Be Listed Upon Issuance             14
   (c)  Registration of Securities to be Acquired Upon Exercise
     of Rights                                                 15
   (d)  Stock To Be Validly Issued                             15
   (e)  Transfer Taxes                                         15

SECTION 10.  PREFERRED STOCK RECORD DATE                       16

<PAGE>

SECTION 11.  ADJUSTMENT OF PURCHASE PRICE, NUMBER AND KIND OF
   SHARES AND NUMBER OF RIGHTS                                 16
   (a)  Adjustment of Purchase Price Upon Declaration of Stock
     Dividend or Subdivision, Combination or Reclassification of
     Preferred Stock; Adjustment of Number and Kind of Shares
     Upon Person Becoming an Acquiring Person; Substitution for
     Adjustment Shares.                                         16
   (b)  Adjustment of Purchase Price Upon Issuance of Rights,
     Options or Warrants to Holders of Preferred  Stock         19
   (c)  Adjustment of Purchase Price Upon Distributions to
     Holders of Preferred Stock                                 19
   (d)  Definition of Current Market Price.                     20
   (e)  Limitation on Adjustments to Purchase Price             21
   (f)  Applicability of Certain Provisions to Shares of Capital
     Stock Other Than Preferred Stock                           22
   (g)  Purchase Price for Rights Issued After Adjustment to
     Purchase Price                                             22
   (h)  Adjustment of Number of Shares of Preferred Stock
     Covered By a Right                                         22
   (i)  Election To Adjust the Number of Rights                 22
   (j)  Rights Certificates Need Not Reflect Certain Adjustments23
   (k)  Stock To Be Fully Paid and Non-Assessable               23
   (l)  Election to Defer Issuance of Certain Shares Until After
     Record Date for Adjustment Event                           23
   (m)  Reductions in Purchase Price to Avoid Taxable Events    24
   (n)  No Consolidation, Merger or Sale of More Than 50% of
     Assets or Earning Power                                    24
   (o)  No Actions That Diminish Benefits of Rights             24
   (p)  Adjustment in Number of Rights Associated With Each
     Share of Common Stock                                      24

SECTION 12.  CERTIFICATE OF ADJUSTED PURCHASE PRICE OR NUMBER OF
   SHARES                                                       25

SECTION 13.  CONSOLIDATION, MERGER OR SALE OR TRANSFER OF ASSETS
   OR EARNING POWER.                                            25
   (a)  Section 13 Events                                       25
   (b)  Definition of Principal Party                           26
   (c)  Obligations of Principal Party                          27
   (d)  Section 13 Not Applicable to Certain Transactions
     Following a Qualifying Offer                               28

SECTION 14.  FRACTIONAL RIGHTS AND FRACTIONAL SHARES.           29
   (a)  Fractional Shares of Preferred Stock                    29
   (b)  Fractional Shares of Common Stock                       30
   (c)  Waiver by Record Holder of Rights                       30

SECTION 15.  RIGHTS OF ACTION                                   30

SECTION 16.  AGREEMENT OF RIGHTS HOLDERS                        30

SECTION 17.  RIGHTS CERTIFICATE HOLDER NOT DEEMED A SHAREHOLDER 31

SECTION 18.  CONCERNING THE RIGHTS AGENT.                       31
   (a)  Compensation and Indemnification                        31
   (b)  Limitation of Liability                                 32

<PAGE>

SECTION 19.  MERGER OR CONSOLIDATION OR CHANGE OF NAME OF RIGHTS
   AGENT.                                                       32
   (a)  Merger or Consolidation of Rights Agent                 32
   (b)  Change of Name of Rights Agent                          32

SECTION 20.  DUTIES OF RIGHTS AGENT                             32

SECTION 21.  CHANGE OF RIGHTS AGENT                             35

SECTION 22.  ISSUANCE OF NEW RIGHTS CERTIFICATES                35

SECTION 23.  REDEMPTION AND TERMINATION.                        36
   (a)  Redemption of Rights                                    36
   (b)  Termination of Exercise Rights; Notice of Redemption    36

SECTION 24.  EXCHANGE.                                          37
   (a)  Exchange                                                37
   (b)  Termination of Exercise Right                           37
   (c)  Substitution of Preferred Stock                         37
   (d)  Fractional Shares of Common Stock                       38

SECTION 25.  NOTICE OF CERTAIN EVENTS.                          38
   (a)  Notice of Dividend Payment, Distribution of Rights or
     Warrants, Reclassification, Consolidation, Merger, Sale,
     Liquidation, Etc                                           38
   (b)  Notice of Section 11(a)(ii) Event                       39

SECTION 26.  NOTICES                                            39

SECTION 27.  SUPPLEMENTS AND AMENDMENTS                         39

SECTION 28.  SUCCESSORS                                         40

SECTION 29.  DETERMINATIONS AND ACTIONS BY THE BOARD OF
      DIRECTORS                                                 40

SECTION 30.  BENEFITS OF THIS AGREEMENT                         40

SECTION 31.  SEVERABILITY                                       41

SECTION 32.  GOVERNING LAW                                      41

SECTION 33.  COUNTERPARTS                                       41

SECTION 34.  DESCRIPTIVE HEADINGS                               41

EXHIBIT A  -  FORM OF CERTIFICATE OF DESIGNATION OF SERIES A
   PREFERRED STOCK
EXHIBIT B  -  FORM OF RIGHTS CERTIFICATE
EXHIBIT C  -  FORM OF SUMMARY OF RIGHTS TO PURCHASE PREFERRED
   STOCK

<PAGE>



                        RIGHTS AGREEMENT

     THIS RIGHTS AGREEMENT (this "AGREEMENT") is entered into as
of May 24, 2000 between Exchange National Bancshares, Inc., a
Missouri corporation (the "COMPANY"), and The Exchange National
Bank of Jefferson City, a national banking association, as agent
(the "RIGHTS AGENT").

     WHEREAS, on May 24, 2000 (the "RIGHTS DIVIDEND DECLARATION
DATE"), the Board of Directors of the Company authorized and
declared a dividend distribution of one Right for each share of
Common Stock of the Company outstanding at the Close of Business
on June 5, 2000 (the "RECORD DATE"), and has authorized the
issuance of one (as such number may hereinafter be adjusted
pursuant to the provisions of Section 11(p) hereof) Right for
each share of Common Stock issued between the Record Date
(whether originally issued or delivered from the Company's
treasury) and the Distribution Date, and, in certain
circumstances provided in Section 22 of this Agreement, after the
Distribution Date, each Right initially representing the right to
purchase one one-thousandth of a share of Preferred Stock of the
Company having the rights, powers and preferences set forth in
the form of Certificate of Designation attached hereto as EXHIBIT
A, upon the terms and subject to the conditions hereinafter set
forth ("RIGHTS"); and

     WHEREAS, on May 24, 2000 the Board of Directors adopted and
approved this Agreement;

     NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein set forth, the parties hereby agree as
follows:

     SECTION 1.     DEFINITIONS.  For purposes of this Agreement, the
following terms have the meanings indicated:

          (a)       "ACQUIRING PERSON" shall mean collectively any Person
     who or which, together with all Affiliates and Associates of such
     Person, shall be the Beneficial Owner of 15% or more of the
     shares of Common Stock then outstanding (other than as a result
     of a Qualifying Offer) or was such a Beneficial Owner at any time
     after the date hereof, whether or not such Person together with
     all Affiliates or Associates of such Person continues to be the
     Beneficial Owner of 15% or more of the then outstanding Common
     Stock.  Notwithstanding the foregoing, (A) the term "Acquiring
     Person" shall not include (i) the Company, (ii) any Subsidiary of
     the Company (including with respect to any shares of Common Stock
     held in trust), (iii) any employee benefit plan of the Company or
     of any Subsidiary of the Company, (iv) any Person or entity
     organized, appointed or established by the Company for or
     pursuant to the terms of any such plan, (v) any Person together
     with all Affiliates and Associates of such Person who or which
     becomes the Beneficial Owner of 15% or more of the then
     outstanding shares of Common Stock as a result of the acquisition
     of Common Stock directly from the Company (each of (i) through
     (v), an "EXEMPTED PERSON");  (B) no Person shall become an
     "Acquiring Person" as a result of an acquisition of Common Stock
     by the Company which, by reducing the number of such shares then
     outstanding, increases the proportionate number of shares
     beneficially owned by such Person together with all Affiliates
     and Associates of such Person to 15% or more of the outstanding
     Common Stock, except that if such Person, <PAGE> after such share
     purchases by the Company, becomes the Beneficial Owner of
     additional shares of Common Stock constituting 1% or more of the
     then outstanding shares of Common Stock other than pursuant to a
     Qualifying Offer, such Person shall be deemed to be an "Acquiring
     Person"; and (C) if the Board of Directors of the Company
     determines in good faith that a Person, together with all
     Affiliates and Associates of such Person, who would otherwise be
     an "Acquiring Person" has become such inadvertently, and such
     Person, together with all Affiliates and Associates of such
     Person, divests as promptly as practicable a sufficient number of
     shares of Common Stock so that such Person, together with all
     Affiliates and Associates of such Person, would no longer be an
     Acquiring Person, then such Person shall not be deemed to be an
     "Acquiring Person."  The term "OUTSTANDING," when used with
     reference to a Person's Beneficial Ownership of securities of the
     Company, shall mean the number of such securities then issued and
     outstanding together with the number of such securities not then
     actually issued and outstanding which such Person would be deemed
     to beneficially own hereunder.

          (b)       "ACT" shall mean the Securities Act of 1933, as amended
     and in effect on the date hereof.

          (c)       "ADJUSTMENT SHARES" shall have the meaning set forth in
     Section 11(a)(ii) of this Agreement.

          (d)       "AFFILIATE" shall have the meaning set forth in Rule
     12b-2 of the General Rules and Regulations under the Exchange
     Act, as amended and in effect on the date hereof.

          (e)       "ASSOCIATE" shall have the meaning set forth in Rule
     12b-2 of the General Rules and Regulations under the Exchange
     Act, as amended and in effect on the date hereof.

          (f)       A Person shall be deemed the "BENEFICIAL OWNER" of, and
     shall be deemed to "BENEFICIALLY OWN," any securities:

               (i)       that such Person or any of such Person's Affiliates or
          Associates, directly or indirectly, has the right to acquire
          (whether such right is exercisable immediately or only after the
          passage of time) pursuant to any agreement, arrangement or
          understanding (whether or not in writing) or upon the exercise of
          conversion rights, exchange rights, rights (other than the
          Rights), warrants or options, or otherwise; PROVIDED, HOWEVER,
          that a Person shall not be deemed the "Beneficial Owner" of, or
          to "beneficially own," (A) securities tendered pursuant to a
          tender or exchange offer made by or on behalf of such Person or
          any of such Person's Affiliates or Associates until such tendered
          securities are accepted for purchase or exchange, or (B)
          securities issuable upon exercise of Rights at any time prior to
          the occurrence of a Triggering Event, or (C) securities issuable
          upon exercise of Rights from and after the occurrence of a
          Triggering Event to the extent such Rights were acquired by such
          Person or any of such Person's Affiliates or Associates prior to
          the Distribution Date or pursuant to Section 22 <PAGE> hereof
          ("ORIGINAL RIGHTS") or pursuant to Section 11(i) hereof in
          connection with an adjustment made with respect to any Original
          Rights;

               (ii)      that such Person or any of such Person's Affiliates or
          Associates, directly or indirectly, has the right to vote or
          dispose of or has "beneficial ownership" of (as determined
          pursuant to Rule 13d-3 of the General Rules and Regulations under
          the Exchange Act, as amended and in effect on the date hereof),
          including pursuant to any agreement, arrangement or
          understanding, whether or not in writing; PROVIDED, HOWEVER, that
          a Person shall not be deemed the "Beneficial Owner" of, or to
          "beneficially own," any security under this subparagraph (ii) as
          a result of an agreement, arrangement or understanding to vote
          such security if such agreement, arrangement or understanding:
          (A) arises solely from a revocable proxy given in response to a
          public proxy or consent solicitation made pursuant to, and in
          accordance with, the applicable provisions of the General Rules
          and Regulations under the Exchange Act, as amended and as in
          effect on the date hereof, and (B) is not also then reportable by
          such Person on Schedule 13D under the Exchange Act (or any
          comparable or successor report); or

               (iii)     that are beneficially owned, directly or indirectly, by
          any other Person (or any Affiliate or Associate thereof) with
          which such Person (or any of such Person's Affiliates or
          Associates) has any agreement, arrangement or understanding
          (whether or not in writing), for the purpose of acquiring,
          holding, voting (except pursuant to a revocable proxy as
          described in the proviso to subparagraph (ii) of this paragraph
          (f)) or disposing of any voting securities of the Company;

     PROVIDED, HOWEVER, that nothing in this paragraph (f) shall
     cause a person engaged in business as an underwriter of
     securities to be the "Beneficial Owner" of, or to
     "beneficially own," any securities acquired through such
     person's participation in good faith in a bona fide firm
     commitment underwriting until the expiration of forty days
     after the date of such acquisition.  Notwithstanding
     anything in this definition of Beneficial Owner to the
     contrary, a Person who, prior to the Distribution Date, is a
     member of the Board of Directors or an officer of the
     Company or who is an Affiliate or Associate of a member of
     the Board of Directors or officer of the Company (each, an
     "EXCLUDED PERSON") shall not be deemed to "beneficially own"
     shares of Common Stock held by another Excluded Person
     solely by reason of any agreement, arrangement or
     understanding, written or otherwise, entered into in
     opposition to any transaction or in support of a Qualifying
     Offer.

          (g)       "BOARD OF DIRECTORS" shall mean the Board of Directors
     of the Company as constituted from time to time.

          (h)       "BUSINESS DAY" shall mean any day other than a
     Saturday, Sunday or a day on which banking institutions in the
     State of Missouri or the state in which the principal office of
     the Rights Agent is located are authorized or obligated by law or
     executive order to close.

     <PAGE>

          (i)       "CLOSE OF BUSINESS" on any given date shall mean 5:00
     p.m., central time, on such date; PROVIDED, HOWEVER, that if such
     date is not a Business Day it shall mean 5:00 p.m., central time,
     on the next succeeding Business Day.

          (j)       "COMMON STOCK" shall mean the common stock, par value
     $1.00 per share, of the Company (or in the event of a
     subdivision, combination or reclassification with respect to such
     shares of common stock, the shares of common stock resulting from
     such subdivision, combination or reclassification), except,
     subject to the proviso in Section 13(b) of this Agreement, that
     "Common Stock" when used with reference to any Person other than
     the Company shall mean the capital stock (or other equity
     securities or equity interests) of such Person with the greatest
     voting power to control or direct the management of such Person,
     or if such Person is a Subsidiary of another Person, the Person
     or Persons that ultimately control such first-mentioned Person.

          (k)       "COMMON STOCK EQUIVALENTS" shall have the meaning set
     forth in Section 11(a)(iii) of this Agreement.

          (l)       "COMPANY" shall have the meaning set forth in the
     introductory paragraph of this Agreement, subject to Section
     13(a) hereof.

          (m)       "CURRENT MARKET PRICE" shall have the meaning set forth
     in Section 11(d).

          (n)       "CURRENT VALUE" shall have the meaning set forth in
     Section 11(a)(iii) of this Agreement.

          (o)       "DISTRIBUTION DATE" shall have the meaning set forth in
     Section 3(a) of this Agreement.

          (p)       "EQUIVALENT PREFERRED STOCK" shall have the meaning set
     forth in Section 11(b) of this Agreement.

          (q)       "EXCHANGE ACT" shall mean the Securities Exchange Act
     of 1934, as amended and in effect on the date hereof.

          (r)       "EXCHANGE RATIO" shall have the meaning set forth in
     Section 24(a) hereof.

          (s)       "EXCLUDED PERSON" shall have the meaning set forth in
     Section 1(f) of this Agreement.

          (t)       "EXEMPTED PERSON" shall have the meaning set forth in
     Section 1(a) of this Agreement.

          (u)       "EXPIRATION DATE" shall have the meaning set forth in
     Section 7(a) of this Agreement.

          (v)       "FINAL EXPIRATION DATE" shall have the meaning set
     forth in Section 7(a) of this Agreement.

     <PAGE>

          (w)       "NASDAQ" shall have the meaning set forth in Section
     4(a) of this Agreement.

          (x)       "ORIGINAL RIGHTS" shall have the meaning set forth in
     Section 1(f)(i) of this Agreement.

          (y)       "PERSON" shall mean any individual, firm, corporation,
     partnership, limited liability company or other entity.

          (z)       "PREFERRED STOCK" shall mean shares of Series A
     Preferred Stock, $0.01 par value per share, of the Company (or in
     the event of a subdivision, combination or reclassification with
     respect to such shares of Series A Preferred Stock, the shares of
     preferred stock resulting from such subdivision, combination or
     reclassification), and, to the extent that there is not a
     sufficient number of shares of Series A Preferred Stock
     authorized to permit the full exercise of the Rights, any other
     series of preferred stock of the Company designated for such
     purpose containing terms substantially similar to the terms of
     the Series A Preferred Stock.

          (aa)      "PRINCIPAL PARTY" shall have the meaning set forth in
     Section 13(b) of this Agreement.

          (bb)      "PURCHASE PRICE" shall have the meaning set forth in
     Section 4(a) of this Agreement, subject to Section 11(a)(ii)
     hereof.

          (cc)      "QUALIFYING OFFER" shall mean an acquisition of shares
     of Common Stock pursuant to a tender offer or an exchange offer
     for all outstanding shares of Common Stock at a price and on
     terms determined by at least a majority of the members of the
     Board of Directors, after receiving advice from one or more
     nationally recognized investment banking firms selected by the
     Board of Directors, to be (a) fair to shareholders (taking into
     account all factors that the Board of Directors may deem relevant
     including, without limitation, prices that could reasonably be
     achieved if the Company or its assets were sold on an orderly
     basis designed to realize maximum value) and (b) otherwise in the
     best interests of the Company and its shareholders (other than
     the Person or any Affiliate or Associate thereof on whose behalf
     the offer is being made) taking into account all factors that the
     Board of Directors may deem relevant; PROVIDED, HOWEVER, that
     (i) such determination is made by the Board of Directors prior to
     the purchase of shares under such tender offer or exchange offer,
     and (ii) a  majority of the members of the Board of Directors are
     not Acquiring Persons or Affiliates, Associates, nominees or
     representatives of an Acquiring Person.

          (dd)      "RECORD DATE" shall have the meaning set forth in the
     first "WHEREAS" clause at the beginning of this Agreement.

          (ee)      "REDEMPTION DATE" shall have the meaning set forth in
     Section 7(a) of this Agreement.

          (ff)      "REDEMPTION PRICE" shall have the meaning set forth in
     Section 23 of this Agreement.

<PAGE>

          (gg)      "RIGHTS" shall have the meaning set forth in the first
     "WHEREAS" clause at the beginning of this Agreement.

          (hh)      "RIGHTS AGENT" shall have the meaning set forth in the
     introductory paragraph of this Agreement.

          (ii)      "RIGHTS CERTIFICATES" shall have the meaning set forth
     in Section 3(d) of this Agreement.

          (jj)      "RIGHTS DIVIDEND DECLARATION DATE" shall have the
     meaning set forth in the first "WHEREAS" clause at the beginning
     of this Agreement.

          (kk)      "SECTION 11(A)(II) EVENT" shall have the meaning set
     forth in Section 11(a)(ii) of this Agreement.

          (ll)      "SECTION 11(A)(II) TRIGGER DATE" shall have the meaning
     set forth in Section 11(a)(iii) of this Agreement.

          (mm)      "SECTION 13 EVENT" shall mean any event described in
     clauses (x), (y) or (z) of Section 13(a) of this Agreement.

          (nn)      "SPREAD" shall have the meaning set forth in Section
     11(a)(iii) of this Agreement.

          (oo)      "STOCK ACQUISITION DATE" shall mean the earlier of the
     date of (i) the public announcement (which, for purposes of this
     definition, shall include, without limitation, a report filed
     under the Exchange Act) by the Company or an Acquiring Person
     that an Acquiring Person has become such or (ii) the public
     disclosure of facts by the Company or an Acquiring Person
     indicating that an Acquiring Person has become an Acquiring
     Person; PROVIDED, HOWEVER, that if such Person is determined not
     to have become an Acquiring Person pursuant to Section 1(a)(C)
     hereof, then no Stock Acquisition Date shall be deemed to have
     occurred.

          (pp)      "SUBSIDIARY" shall mean, with reference to any Person,
     any corporation or other Person of which an amount of voting
     securities sufficient to elect at least a majority of the
     directors or others having similar authority over such
     corporation or other Person is beneficially owned, directly or
     indirectly, by such first-named Person, or otherwise controlled
     by such first-named Person.

          (qq)      "SUBSTITUTION PERIOD" shall have the meaning set forth
     in Section 11(a)(iii) of this Agreement.

          (rr)      "SUMMARY OF RIGHTS" shall have the meaning set forth in
     Section 3(b) of this Agreement.

          (ss)      "TRADING DAY" shall have the meaning set forth in
     Section 11(d)(i) of this Agreement.

<PAGE>

          (tt)      "TRANSACTION" shall mean any merger, consolidation or
     sale of assets or earning power described in Section 13(a) hereof
     or any acquisition of Common Stock which, without regard to any
     required approval of the Company, would result in a Person
     becoming an Acquiring Person.

          (uu)      "TRIGGERING EVENT" shall mean any Section 11(a)(ii)
     Event or any Section 13 Event.

          (vv)      "VOTE" shall mean, with respect to any entity, the
     ability to cast a vote at a shareholders', members' or comparable
     meeting of such entity with respect to the election of directors,
     managers or other members of such entity's governing body, or the
     ability to cast a general partnership or comparable vote.

          (ww)      "VOTING POWER" shall mean, with respect to any entity
     as of any date, the aggregate number of Votes outstanding as of
     such date in respect of such entity.

          (xx)      "VOTING SECURITIES" shall mean the Common Stock and any
     other securities of the Company the holders of which are
     ordinarily, in the absence of contingencies, entitled to Vote,
     even if the right to such Vote has been suspended by the
     happening of such a contingency.

     SECTION 2.     APPOINTMENT OF RIGHTS AGENT.  The Company hereby
appoints the Rights Agent to act as agent for the Company and the
record holders of the Rights (who, in accordance with Section 3
hereof, shall prior to the Distribution Date also be the record
holders of Common Stock) in accordance with the terms and
conditions hereof, and the Rights Agent hereby accepts such
appointment.  The Company may from time to time appoint such co-
Rights Agents as it may deem necessary or desirable.

     SECTION 3.     EVIDENCE OF RIGHTS; ISSUANCE OF RIGHTS
CERTIFICATES.

          (a)       EVIDENCE OF RIGHTS PRIOR TO DISTRIBUTION DATE.  Until
     the earlier of (i) the Close of Business on the tenth Business
     Day after the Stock Acquisition Date (or, if the tenth Business
     Day after the Stock Acquisition Date occurs before the Record
     Date, the Close of Business on the Record Date), or (ii) the
     Close of Business on the tenth Business Day (or such later date
     as the Board of Directors shall determine) after the date of the
     earlier of commencement by any Person (other than an Exempted
     Person) of, or the first public announcement of the intention of
     any Person (other than an Exempted Person) to commence, a tender
     or exchange offer the consummation of which would result in any
     Person becoming an Acquiring Person (the earlier of (i) and (ii)
     being herein referred to as the "DISTRIBUTION DATE"), (x) the
     Rights will be evidenced (subject to the provisions of Section
     3(d) of this Agreement) by the certificates for the Common Stock
     registered in the names of the record holders of the Common Stock
     (which certificates for Common Stock shall be deemed also to be
     certificates for Rights) and not by separate certificates, and
     (y) the Rights will be transferable only in connection with the
     transfer of the underlying shares of Common Stock (including a
     transfer to the Company); PROVIDED, HOWEVER, that if a tender or
     exchange offer is terminated prior to the occurrence of a
     Distribution Date, then no Distribution Date shall occur as a
     result of such tender or <PAGE> exchange offer.  The Board of
     Directors may defer the date set forth in clause (ii) of the
     preceding sentence to a specified later date or to an unspecified
     later date, each to be determined by action of the Board of
     Directors.

          (b)       COMMON STOCK OUTSTANDING AS OF THE RECORD DATE.  With
     respect to the Common Stock outstanding as of the Record Date,
     until the earlier of the Distribution Date or the Expiration
     Date, the Rights will be evidenced by the certificates for such
     Common Stock and the record holders of the Common Stock shall
     also be the record holders of the associated Rights, and the
     transfer of any of such certificates shall also constitute the
     transfer of the Rights associated with such shares of Common
     Stock.  As promptly as practicable following the Record Date, the
     Company will send a copy of a Summary of Rights to Purchase
     Preferred Stock, in substantially the form attached hereto as
     EXHIBIT C (the "SUMMARY OF RIGHTS"), by first-class, postage
     prepaid mail, to each record holder of the Common Stock as of the
     Close of Business on the Record Date, at the address of such
     holder shown on the records of the Company.

          (c)       COMMON STOCK ISSUED AFTER THE RECORD DATE.  Rights
     shall be issued in respect of all shares of Common Stock that are
     issued (whether originally issued or from the Company's treasury)
     after the Record Date but prior to the earlier of the
     Distribution Date or the Expiration Date, and, in certain
     circumstances provided in Section 22 of this Agreement, after the
     Distribution Date.  Certificates representing such shares of
     Common Stock shall also be deemed to be certificates for Rights
     and shall bear the following legend:

          This certificate also evidences and entitles the
          holder hereof to certain Rights as set forth in
          the Rights Agreement between Exchange National
          Bancshares, Inc. (the "Company") and The Exchange
          National Bank of Jefferson City (the "Rights
          Agent"), dated as of May 24, 2000 (the "Rights
          Agreement"), the terms of which are hereby
          incorporated herein by reference and a copy of
          which is on file at the principal offices of the
          Company.  Under certain circumstances, as set
          forth in the Rights Agreement, such Rights will be
          evidenced by separate certificates and will no
          longer be evidenced by this certificate.  The
          Company will mail to the holder of this
          certificate a copy of the Rights Agreement, as in
          effect on the date of mailing, without charge,
          promptly after receipt of a written request
          therefor.  Under certain circumstances set forth
          in the Rights Agreement, Rights issued to, or held
          by, any Person who is, was or becomes an Acquiring
          Person or any Affiliate or Associate thereof (as
          such terms are defined in the Rights Agreement),
          whether currently held by or on behalf of such
          Person or by any subsequent holder, may become
          null and void.

     With respect to such certificates containing the foregoing
     legend, until the earlier of the Distribution Date or the
     Expiration Date, the Rights associated with the Common Stock
     represented by such certificates shall be evidenced by such
     certificates alone and record holders of Common Stock shall
     also be the record holders of the associated Rights, and the
     transfer of any of such certificates shall also constitute
     the transfer of the Rights <PAGE> associated with the Common
     Stock represented by such certificates.  In the event the
     Company purchases or acquires any Common Stock after the
     Record Date but prior to the Distribution Date, any Rights
     associated with such Common Stock shall be deemed canceled
     and retired so that the Company shall not be entitled to
     exercise any Rights associated with the Common Stock that is
     no longer outstanding.  Notwithstanding the provisions of
     this Section 3(c), the omission of a legend shall not affect
     the enforceability of any part of this Agreement or the
     rights of any holder of the Rights.

          (d)       ISSUANCE OF RIGHTS CERTIFICATES.  As soon as
     practicable after the Distribution Date, the Company shall
     prepare and execute, and the Rights Agent will countersign and,
     at the Company's expense, send by first-class, insured, postage
     prepaid mail, to each record holder of the Common Stock as of the
     Close of Business on the Distribution Date, at the address of
     such holder shown on the registry books for the Common Stock of
     the Company, one or more rights certificates, in substantially
     the form of EXHIBIT B hereto (the "RIGHTS CERTIFICATES"),
     evidencing one Right for each share of Common Stock so held,
     subject to adjustment as provided herein.  In the event that an
     adjustment in the number of Rights per share of Common Stock has
     been made pursuant to Section 11(p) hereof, at the time of
     distribution of the Rights Certificates, the Company shall make
     the necessary and appropriate rounding adjustments (in accordance
     with Section 14(a) hereof) so that Rights Certificates
     representing only whole numbers of Rights are distributed and
     cash is paid in lieu of any fractional Rights.  As of and after
     the Distribution Date, the Rights will be evidenced solely by
     such Rights Certificates.

     SECTION 4.     FORM OF RIGHTS CERTIFICATES.

          (a)       FORM OF RIGHTS CERTIFICATES.  The Rights Certificates
     (and the form of election to purchase and form of assignment to
     be printed on the reverse thereof) shall each be substantially in
     the form set forth in EXHIBIT B hereto and may have such marks of
     identification or designation and such legends, summaries or
     endorsements printed thereon as the Company may deem appropriate
     and as are not inconsistent with the provisions of this
     Agreement, or as may be required to comply with any applicable
     law or with any rule or regulation made pursuant thereto, or with
     any rule or regulation of any stock exchange or the National
     Association of Securities Dealers, Inc. Automated Quotation
     System ("NASDAQ") on which or with whom the Rights may from time
     to time be listed or quoted, or to conform to usage.  Subject to
     the provisions of Section 11 and Section 22 hereof, the Rights
     Certificates, whenever distributed, shall entitle the record
     holders thereof to purchase such number of one one-thousandths of
     a share of Preferred Stock as shall be set forth therein at the
     exercise price set forth therein (such exercise price per one one-
     thousandth of a share, the "PURCHASE PRICE"), but the amount and
     the type of securities purchasable upon the exercise of each
     Right and the Purchase Price thereof shall be subject to
     adjustment as provided herein.

          (b)       LEGEND TO BE INCLUDED IN CERTAIN RIGHTS CERTIFICATES.
     Any Rights Certificate issued pursuant to Section 3(d) or Section
     22 hereof that represents Rights beneficially owned by:  (i) an
     Acquiring Person or any Associate or Affiliate of an Acquiring
     Person, (ii) a transferee of an Acquiring Person (or of any such
     Associate or Affiliate) who becomes a transferee after the
     Acquiring Person becomes such, or (iii) a transferee of an <PAGE>
     Acquiring Person (or of any such Associate or Affiliate) who
     becomes a transferee prior to or concurrently with the Acquiring
     Person becoming such and receives such Rights pursuant to either
     (A) a transfer (whether or not for consideration) from the
     Acquiring Person to holders of equity interests in such Acquiring
     Person or to any Person with whom such Acquiring Person has any
     continuing agreement, arrangement or understanding regarding the
     transferred Rights or (B) a transfer that the Board of Directors
     of the Company has determined is part of a plan, arrangement or
     understanding which has as a primary purpose or effect avoidance
     of Section 7(e) hereof, and any Rights Certificate issued
     pursuant to Section 6 or Section 11 hereof upon transfer,
     exchange, replacement or adjustment of any other Rights
     Certificate referred to in this sentence, shall contain (to the
     extent feasible) the following legend:

          The Rights represented by this Rights Certificate
          are or were beneficially owned by a Person who is
          or was an Acquiring Person or an Affiliate or
          Associate of an Acquiring Person (as such terms
          are defined in the Rights Agreement between
          Exchange National Bancshares, Inc. and The
          Exchange National Bank of Jefferson City, dated as
          of May 24, 2000 (the "Rights Agreement")).
          Accordingly, this Rights Certificate and the
          Rights represented hereby may become, or may have
          already become, null and void in the circumstances
          specified in Section 7(e) of the Rights Agreement.

     The provisions of Section 7(e) of this Agreement shall be
     operative whether or not the foregoing legend is contained
     in any such Rights Certificate.

     SECTION 5.     EXECUTION, COUNTERSIGNATURE AND REGISTRATION OF
RIGHTS CERTIFICATES.

          (a)       EXECUTION AND COUNTERSIGNATURE.  The Rights
     Certificates shall be executed on behalf of the Company by its
     Chairman of the Board, its President or any Vice President,
     either manually or by facsimile signature, and shall have affixed
     thereto the Company's seal or a facsimile thereof, which shall be
     attested by the Secretary or an Assistant Secretary of the
     Company, either manually or by facsimile signature.  The Rights
     Certificates shall be countersigned by an authorized signatory of
     the Rights Agent, either manually or by facsimile signature, and
     shall not be valid for any purpose unless so countersigned.  In
     case any officer of the Company who shall have signed any of the
     Rights Certificates shall cease to be such officer of the Company
     before countersignature by the Rights Agent and issuance and
     delivery by the Company, such Rights Certificates, nevertheless,
     may be countersigned by an authorized signatory of the Rights
     Agent and issued and delivered by the Company with the same force
     and effect as though the person who signed such Rights
     Certificates had not ceased to be such officer of the Company.
     Any Rights Certificates may be signed on behalf of the Company by
     any person who, at the actual date of the execution of such
     Rights Certificate, shall be a proper officer of the Company to
     sign such Rights Certificate, although at the date of the
     execution of this Agreement any such person was not such an
     officer.

          (b)       REGISTRATION.  Following the Distribution Date, the
     Rights Agent will keep or cause to be kept, at its principal
     office or offices designated as the appropriate place for <PAGE>
     surrender of Rights Certificates upon exercise or transfer, books
     for registration and transfer of the Rights Certificates issued
     hereunder.  Such books shall show the names and addresses of the
     respective record holders of the Rights Certificates, the number
     of Rights evidenced on its face by each of the Rights
     Certificates and the date of each of the Rights Certificates.
     The Company and Rights Agent may deem and treat the person in
     whose name any Rights Certificate (or prior to the Distribution
     Date, the associated certificate of Common Stock) is recorded on
     the books for the registration and transfer of Rights (or, prior
     to the Distribution Date, Common Stock) as the absolute owner
     thereof, for all purposes whatsoever, and neither the Company nor
     the Rights Agent shall be affected by any notice to the contrary.

     SECTION 6.     TRANSFER, SPLIT UP, COMBINATION AND EXCHANGE OF
               RIGHTS CERTIFICATES; LOST, STOLEN, DESTROYED OR MUTILATED RIGHTS
               CERTIFICATES.

          (a)       TRANSFER, SPLIT UP, COMBINATION AND EXCHANGE OF RIGHTS
     CERTIFICATES.  Subject to the provisions of Section 4(b), Section
     7(e) and Section 14 hereof, at any time after the Close of
     Business on the Distribution Date, and at or prior to the Close
     of Business on the Expiration Date, any Rights Certificate or
     Certificates may be transferred, split up, combined or exchanged
     for another Rights Certificate or Certificates, entitling the
     record holder to purchase a like number of one one-thousandths of
     a share of Preferred Stock (or, following a Triggering Event,
     Common Stock, other securities, cash or other assets, as the case
     may be) as the Rights Certificate or Certificates surrendered
     then entitles such holder (or former holder in the case of a
     transfer) to purchase.  Any record holder desiring to transfer,
     split up, combine or exchange any Rights Certificate or
     Certificates shall make such request in writing to the Rights
     Agent in a form acceptable to the Rights Agent, and shall
     surrender the Rights Certificate or Certificates to be
     transferred, split up, combined or exchanged at the office or
     offices of the Rights Agent designated for such purpose.  Neither
     the Rights Agent nor the Company shall be obligated to take any
     action whatsoever with respect to the transfer of any such
     surrendered Rights Certificate until the record holder shall have
     completed and signed the certificate contained in the form of
     assignment on the reverse side of such Rights Certificate and
     shall have provided such additional evidence of the identity of
     the Beneficial Owner (or former Beneficial Owner) or Affiliates
     or Associates thereof as the Company shall reasonably request.
     Thereupon the Rights Agent shall, subject to Section 4(b),
     Section 7(e) and Section 14 hereof, countersign and deliver to
     the Person entitled thereto a Rights Certificate or Certificates,
     as the case may be, as so requested.  The Company may require
     payment by the record holder of a Rights Certificate of a sum
     sufficient to cover any tax or governmental charge that may be
     imposed in connection with any transfer, split up, combination or
     exchange of Rights Certificates.

          (b)       LOST, STOLEN, DESTROYED OR MUTILATED RIGHTS
     CERTIFICATES.  Subject to the provisions of Section 4(b), Section
     7(e) and Section 14 hereof, upon receipt by the Rights Agent of
     (i) evidence reasonably satisfactory to it of the loss, theft,
     destruction or mutilation of a Rights Certificate, (ii) in the
     case of loss, theft or destruction of a Rights Certificate,
     indemnity or security to the Rights Agent and the Company
     reasonably satisfactory to the Rights Agent and (iii)
     reimbursement to the Company and the Rights Agent of all
     reasonable expenses incidental thereto, and in the case of
     mutilation of a <PAGE> Rights Certificate, upon surrender of the
     Rights Certificate to the Rights Agent and cancellation of the
     Rights Certificate, the Company will execute and deliver a new
     Rights Certificate of like tenor to the Rights Agent for
     countersignature and delivery to the record holder in lieu of the
     Rights Certificate so lost, stolen, destroyed or mutilated.

     SECTION 7.     EXERCISE OF RIGHTS; EXPIRATION DATE OF RIGHTS;
PURCHASE PRICE.

          (a)       EXERCISE OF RIGHTS; EXPIRATION DATE OF RIGHTS.  Subject
     to Section 7(e) hereof, the record holder of any Rights
     Certificate may exercise the Rights evidenced thereby (except as
     otherwise provided herein including, without limitation, the
     restrictions on exercisability set forth in Section 9(c), Section
     11(a)(iii), Section 23(a) and Section 24(b) hereof) in whole or
     in part at any time after the Distribution Date upon surrender of
     the Rights Certificate, with the form of election to purchase and
     the related certification set forth on the reverse side thereof
     duly executed, to the Rights Agent at the office or offices of
     the Rights Agent designated for such purpose, along with a
     signature guarantee and such other and further documentation as
     the Rights Agent may reasonably request, together with payment of
     the aggregate Purchase Price with respect to the total number of
     one one-thousandths of a share of Preferred Stock (or, following
     the occurrence of a Triggering Event, Common Stock or other
     securities, cash or other assets, as the case may be) as to which
     such surrendered Rights are then exercisable, at or prior to the
     earlier of (i) the Close of Business on May 23, 2010 (the "FINAL
     EXPIRATION DATE"), (ii) the time at which the Rights are redeemed
     as provided in Section 23 hereof (the "REDEMPTION DATE"), (iii)
     the time at which such Rights are exchanged as provided in
     Section 24 hereof, or (iv) the consummation of a transaction
     contemplated by Section 13(d) hereof (the earliest of (i), (ii),
     (iii) and (iv) being herein referred to as the "EXPIRATION
     DATE").

          (b)       PURCHASE PRICE.  The Purchase Price for each one one-
     thousandth of a share of Preferred Stock to be purchased pursuant
     to the exercise of a Right shall initially be $150, and shall
     be subject to adjustment from time to time as provided in
     Sections 11 and 13(a) hereof and shall be payable in accordance
     with Section 7(c).

          (c)       DELIVERIES UPON EXERCISE OF RIGHTS.  Upon receipt of a
     Rights Certificate representing exercisable Rights, with the form
     of election to purchase and the related certification set forth
     on the reverse side thereof duly executed along with a signature
     guarantee and such other and further documentation as the Rights
     Agent may reasonably request, together with payment of the
     aggregate Purchase Price with respect to the total number of one
     one-thousandths of a share of Preferred Stock (or, following the
     occurrence of a Triggering Event, Common Stock or other
     securities, cash or other assets, as the case may be) to be
     purchased and an amount equal to any applicable transfer tax
     required to be paid by the holder of such Rights Certificate in
     accordance with Section 9(e) hereof, the Rights Agent shall,
     subject to Section 20(k) hereof, thereupon promptly
     (i) (A) requisition from any transfer agent of the shares of
     Preferred Stock (or make available, if the Rights Agent is the
     transfer agent for such shares) certificates for the total number
     of one one-thousandths of a share of Preferred Stock to be
     purchased, and the Company hereby irrevocably authorizes its
     transfer agent to comply with all such requests, or (B) if the
     Company shall have elected to deposit the total number of shares
     of Preferred Stock issuable upon exercise of the Rights hereunder
     with a depositary agent, <PAGE> requisition from the depositary
     agent depositary receipts representing such number of one one-
     thousandths of a share of Preferred Stock as are to be purchased
     (in which case certificates for the shares of Preferred Stock
     represented by such receipts shall be deposited by the transfer
     agent with the depositary agent), and the Company will direct the
     depositary agent to comply with such request, (ii) requisition
     from the Company the amount of cash, if any, to be paid in lieu
     of fractional shares in accordance with Section 14 hereof, (iii)
     promptly after receipt of such aforementioned certificates or
     depositary receipts, cause the same to be delivered to or upon
     the order of the record holder of such Rights Certificate,
     registered in such name or names as may be designated by such
     holder, and (iv) after receipt thereof, promptly deliver such
     aforementioned cash, if any, to or upon the order of the record
     holder of such Rights Certificate.  The payment of the Purchase
     Price (as such amount may be reduced pursuant to Section
     11(a)(iii) hereof) shall be made in cash or by certified bank
     check or bank draft payable to the order of the Company.  In the
     event that the Company is obligated to issue other securities
     (including Common Stock) of the Company, pay cash and/or
     distribute other property upon exercise of the Rights pursuant to
     Section 11(a) hereof, the Company will make all arrangements
     necessary so that such other securities, cash and/or other
     property are available for distribution by the Rights Agent, if
     and when appropriate.  The Company reserves the right to require,
     prior to the occurrence of a Triggering Event that, upon any
     exercise of Rights, a number of Rights be exercised so that only
     whole shares of Preferred Stock would be issued.

          (d)       NEW RIGHTS CERTIFICATE ISSUED FOR UNEXERCISED RIGHTS.
     In case the record holder of any Rights Certificate shall
     exercise less than all the Rights evidenced thereby, a new Rights
     Certificate evidencing Rights equivalent to the Rights remaining
     unexercised shall be issued by the Rights Agent and delivered to,
     or upon the order of, the record holder of such Rights
     Certificate, registered in such name or names as may be
     designated by such holder, subject to the provisions of Section
     14 hereof.

          (e)       RIGHTS OWNED BY AN ACQUIRING PERSON TO BECOME NULL AND
     VOID.  Notwithstanding anything in this Agreement to the
     contrary, from and after the first occurrence of a Section
     11(a)(ii) Event, any Rights beneficially owned by (i) an
     Acquiring Person or an Affiliate or Associate of an Acquiring
     Person, (ii) a transferee of an Acquiring Person (or of any such
     Associate or Affiliate) who becomes a transferee after the
     Acquiring Person becomes such, or (iii) a transferee of an
     Acquiring Person (or of any such Associate or Affiliate) who
     becomes a transferee prior to or concurrently with the Acquiring
     Person becoming such and receives such Rights pursuant to either
     (A) a transfer (whether or not for consideration) from the
     Acquiring Person to holders of equity interests in such Acquiring
     Person or to any Person with whom the Acquiring Person has any
     continuing agreement, arrangement or understanding regarding the
     transferred Rights or (B) a transfer that the Board of Directors
     has determined is part of a plan, arrangement or understanding
     which has as a primary purpose or effect the avoidance of this
     Section 7(e), shall become null and void without any further
     action, and no record holder of such Rights shall have any rights
     whatsoever with respect to such Rights, whether under any
     provision of this Agreement or otherwise.  The Company shall use
     all reasonable efforts to ensure that the provisions of this
     Section 7(e) and Section 4(b) hereof are complied with, but
     neither the Rights Agent nor the Company shall have <PAGE> any
     liability to any record holder of Rights Certificates or other
     Person as a result of the Company's failure to make any
     determinations with respect to an Acquiring Person or its
     Affiliates, Associates or transferees hereunder.  The Company may
     require (or cause the Rights Agent or any transfer agent of the
     Company to require) any Person who submits a Rights Certificate
     (or a certificate representing shares of Common Stock that
     evidences, or but for the provisions of this Section 7(e) would
     evidence, Rights) for transfer on the registry books or to
     exercise the Rights represented thereby to establish to the
     satisfaction of the Company in its sole discretion that such
     Rights have not become null and void pursuant to the provisions
     of this Section 7(e).

          (f)       CERTIFICATION AND EVIDENCE OF IDENTITY REQUIRED.
     Notwithstanding anything in this Agreement to the contrary,
     neither the Rights Agent nor the Company shall be obligated to
     undertake any action with respect to a record holder upon the
     occurrence of any purported exercise as set forth in this Section
     7 unless such holder shall have (i) completed and signed the
     certification contained in the form of election to purchase set
     forth on the reverse side of the Rights Certificate surrendered
     for such exercise, and (ii) provided such additional evidence of
     the identity of the Beneficial Owner (or former Beneficial Owner)
     or Affiliates or Associates thereof as the Company shall
     reasonably request.

     SECTION 8.     CANCELLATION AND DESTRUCTION OF RIGHTS
CERTIFICATES.  All Rights Certificates surrendered for the
purpose of exercise, transfer, split up, combination or exchange
shall, if surrendered to the Company or any of its agents, be
delivered to the Rights Agent for cancellation or in canceled
form, or, if surrendered to the Rights Agent, shall be canceled
by it, and no Rights Certificates shall be issued in lieu thereof
except as expressly permitted by the provisions of this
Agreement.  The Company shall deliver to the Rights Agent for
cancellation and retirement, and the Rights Agent shall so cancel
and retire, any Rights Certificates purchased or acquired by the
Company.  The Rights Agent shall deliver a certificate of
cancellation to the Company with respect to each canceled Rights
Certificate and shall destroy such canceled Rights Certificates
in accordance with applicable law and regulations.

     SECTION 9.     RESERVATION AND AVAILABILITY OF CAPITAL STOCK.

          (a)       RESERVATION AND AVAILABILITY OF CAPITAL STOCK.  The
     Company covenants and agrees that it will cause to be reserved
     and kept available out of its authorized and unissued shares of
     Preferred Stock (and, following the occurrence of a Triggering
     Event, out of its authorized and unissued shares of Common Stock
     and/or other securities or out of its authorized and issued
     shares of Common Stock and/or other securities held in its
     treasury), the number of shares of Preferred Stock (and,
     following the occurrence of a Triggering Event, Common Stock
     and/or other securities) that, as provided in this Agreement,
     including Section 11(a)(iii) hereof, will be sufficient to permit
     the exercise in full of all outstanding Rights.

          (b)       RESERVED SHARES TO BE LISTED UPON ISSUANCE.  So long as
     the shares of Preferred Stock (and, following the occurrence of a
     Triggering Event, Common Stock and/or other securities) issuable
     and deliverable upon the exercise of the Rights may be listed on
     any national securities exchange or national automated quotation
     system, the  <PAGE> Company shall use its best efforts to cause,
     from and after such time as the Rights become exercisable (but
     only to the extent that it is reasonably likely that the Rights
     will be exercised), all shares reserved for such issuance to be
     listed on such exchange or authorized to be quoted on such
     quotation system upon official notice of issuance upon such
     exercise.

          (c)       REGISTRATION OF SECURITIES TO BE ACQUIRED UPON EXERCISE
     OF RIGHTS.  The Company shall use its best efforts to (i) file,
     as soon as practicable following the earliest date after the
     first occurrence of a Section 11(a)(ii) Event on which the
     consideration to be delivered by the Company upon exercise of the
     Rights has been determined in accordance with Section 11(a)(ii)
     and 11(a)(iii) hereof, a registration statement under the Act
     with respect to the securities purchasable upon exercise of the
     Rights on an appropriate form, (ii) cause such registration
     statement to become effective as soon as practicable after such
     filing, and (iii) cause such registration statement to remain
     effective (with a prospectus at all times meeting the
     requirements of the Act) until the earlier of (A) the date as of
     which the Rights are no longer exercisable for such securities,
     and (B) the Expiration Date.  The Company also will take such
     action as may be appropriate under, or to ensure compliance with,
     the securities or "blue sky" laws of the various states in
     connection with the exercisability of the Rights.  The Company
     may temporarily suspend, for a period of time not to exceed
     ninety (90) days after the date set forth in clause (i) of the
     first sentence of this Section 9(c), the exercisability of the
     Rights in order to prepare and file such registration statement
     and permit it to become effective.  Upon any such suspension, the
     Company shall make a public announcement, and shall give
     simultaneous written notice to the Rights Agent, stating that the
     exercisability of the Rights has been temporarily suspended, as
     well as a public announcement at such time as the suspension is
     no longer in effect.  In addition, if the Company shall determine
     that a registration statement is required following the
     Distribution Date, the Company may temporarily suspend the
     exercisability of the Rights until such time as a registration
     statement has been declared effective.  Notwithstanding any
     provision of this Agreement to the contrary, the Rights shall not
     be exercisable in any jurisdiction if the requisite qualification
     in such jurisdiction shall not have been obtained, the exercise
     thereof shall not be permitted under applicable law or a
     registration statement shall not have been declared effective.

          (d)       STOCK TO BE VALIDLY ISSUED.  The Company covenants and
     agrees that it will take all such action as may be necessary to
     ensure that all one one-thousandths of a share of Preferred Stock
     (and, following the occurrence of a Triggering Event, Common
     Stock and/or other securities, as the case may be) delivered upon
     exercise of Rights shall, at the time of delivery of the
     certificates for such Preferred Stock, Common Stock, or other
     securities, as the case may be (subject to payment of the
     Purchase Price), be duly and validly authorized and issued, and
     fully paid and nonassessable including, without limitation,
     effecting such changes to the accounts of the Company as may be
     necessary to accomplish the foregoing purposes.

          (e)       TRANSFER TAXES.  The Company covenants and agrees that
     it will pay when due and payable any and all U.S. federal and
     state transfer taxes and charges that may be payable in respect
     of the issuance or delivery of the Rights Certificates and any
     <PAGE> certificates for a number of one one-thousandths of a
     share of Preferred Stock (or Common Stock and/or other
     securities, as the case may be) upon the exercise of the Rights.
     The Company shall not, however, be required to pay any transfer
     tax that may be payable in respect of any transfer or delivery of
     Rights Certificates to a Person other than, or the issuance or
     delivery of certificates or depositary receipts for a number of
     one one-thousandths of a share of Preferred Stock (or Common
     Stock and/or other securities, as the case may be) in respect of
     a name other than that of, the record holder of the Rights
     Certificates evidencing Rights surrendered for exercise or to
     issue or deliver any certificates for a number of one one-
     thousandths of a share of Preferred Stock (or, following the
     occurrence of a Triggering Event, Common Stock and/or other
     securities, as the case may be) in a name other than that of the
     record holder upon the exercise of any Rights until such tax
     shall have been paid (any such tax being payable by the holder of
     such Rights Certificate at the time of surrender) or until it has
     been established to the Company's satisfaction that no such tax
     is due.

     SECTION 10.    PREFERRED STOCK RECORD DATE.  Each person in whose
name any certificate for a number of one one-thousandths of a
share of Preferred Stock (or Common Stock and/or other
securities, as the case may be) is issued upon the exercise of
Rights shall for all purposes be deemed to have become the holder
of record of such fractional shares of Preferred Stock (or Common
Stock and/or other securities, as the case may be) represented
thereby on, and such certificate shall be dated, the date upon
which the Rights Certificate evidencing such Rights was duly
surrendered and payment of the aggregate Purchase Price (and all
applicable transfer taxes) was made; PROVIDED, HOWEVER, that if
the date of such surrender and payment is a date upon which the
Preferred Stock (or Common Stock and/or other securities, as the
case may be) transfer books of the Company are closed, such
Person shall be deemed to have become the record holder of such
shares (fractional or otherwise) on, and such certificate shall
be dated, the next succeeding Business Day on which the Preferred
Stock (or Common Stock and/or other securities, as the case may
be) transfer books of the Company are open.  Prior to the
exercise of the Rights evidenced thereby, the record holder of a
Rights Certificate shall not be entitled to any rights of a
shareholder of the Company with respect to shares for which the
Rights shall be exercisable, including, without limitation, the
right to vote, to receive dividends or other distributions or to
exercise any preemptive rights, and shall not be entitled to
receive any notice of any proceedings of the Company, except as
provided herein.

     SECTION 11.    ADJUSTMENT OF PURCHASE PRICE, NUMBER AND KIND OF
SHARES AND NUMBER OF RIGHTS.  The Purchase Price, the number and
kind of shares covered by each Right and the number of Rights
outstanding are subject to adjustment from time to time as
provided in this Section 11.

          (a)       ADJUSTMENT OF PURCHASE PRICE UPON DECLARATION OF STOCK
     DIVIDEND OR SUBDIVISION, COMBINATION OR RECLASSIFICATION OF
     PREFERRED STOCK; ADJUSTMENT OF NUMBER AND KIND OF SHARES UPON
     PERSON BECOMING AN ACQUIRING PERSON; SUBSTITUTION FOR ADJUSTMENT
     SHARES.

               (i)       In the event the Company shall at any time after the
          date of this Agreement (A) declare a dividend on the Preferred
          Stock payable in shares of Preferred Stock, (B) subdivide the
          outstanding Preferred Stock, (C) combine the <PAGE> outstanding
          Preferred Stock into a smaller number of shares, or (D) issue any
          shares of its capital stock in a reclassification of the
          Preferred Stock (including any such reclassification in
          connection with a consolidation or merger in which the Company is
          the continuing or surviving corporation), except as otherwise
          provided in this Section 11(a) and Section 7(e) hereof, the
          Purchase Price in effect at the time of the record date for such
          dividend or of the effective date of such subdivision,
          combination or reclassification, and the number and kind of
          shares of Preferred Stock or capital stock, as the case may be,
          issuable on such date, shall be proportionately adjusted so that
          the record holder of any Right exercised after such time shall be
          entitled to receive, upon payment of the Purchase Price then in
          effect, the aggregate number and kind of shares of Preferred
          Stock (or Common Stock and/or other securities, as the case may
          be), which, if such Right had been exercised immediately prior to
          such date and at a time when the Preferred Stock transfer books
          of the Company were open, such record holder would have owned
          upon such exercise and been entitled to receive by virtue of such
          dividend, subdivision, combination or reclassification.  If an
          event occurs which would require an adjustment under both this
          Section 11(a)(i) and Section 11(a)(ii) hereof, the adjustment
          provided for in this Section 11(a)(i) shall be in addition to,
          and shall be made prior to, any adjustment required pursuant to
          Section 11(a)(ii) hereof.

               (ii)      Subject to Section 24 hereof, in the event any Person,
          alone or together with its Affiliates and Associates, shall, at
          any time after the Rights Dividend Declaration Date, become an
          Acquiring Person (such an event being referred to herein as a
          "SECTION 11(A)(II) EVENT"), then, promptly following the
          occurrence of such Section 11(a)(ii) Event, proper provision
          shall be made by the Company so that each holder of a Right
          (except as provided below and in Section 7(e) hereof) shall
          thereafter have the right to receive, upon exercise thereof at
          the then current Purchase Price in accordance with the terms of
          this Agreement, in lieu of a number of one one-thousandths of a
          share of Preferred Stock, such number of shares of Common Stock
          of the Company as shall equal the result obtained by (x)
          multiplying the then current Purchase Price by the then number of
          one one-thousandths of a share of Preferred Stock for which a
          Right was exercisable immediately prior to the first occurrence
          of a Section 11(a)(ii) Event, and (y) dividing that product
          (which, following such first occurrence, shall thereafter be
          referred to as the "PURCHASE PRICE" for each Right and for all
          purposes of this Agreement) by 50% of the Current Market Price
          (determined pursuant to Section 11(d)(i) hereof) per share of
          Common Stock on the date of such first occurrence (such number of
          shares being referred to as the "ADJUSTMENT SHARES"); PROVIDED,
          HOWEVER, that if the transaction that would otherwise give rise
          to the foregoing adjustment is also subject to the provisions of
          Section 13 hereof, then only the provisions of Section 13 hereof
          shall apply and no adjustment shall be made pursuant to this
          Section 11(a)(ii).

               (iii)     Subject to such limitations existing as of the date
          hereof as are necessary to prevent a default under any agreement
          to which the Company is a party, in the event that the number of
          shares of Common Stock that are authorized <PAGE> by the
          Company's articles of incorporation but not outstanding or
          reserved for issuance for purposes other than upon exercise of
          the Rights are not sufficient to permit the exercise in full of
          the Rights in accordance with Section 11(a)(ii), the Company,
          acting by resolution of its Board of Directors shall (A)
          determine the excess of (x) the value of the Adjustment Shares
          issuable upon the exercise of a Right determined as set forth
          below (the "CURRENT VALUE"), over (y) the Purchase Price (such
          excess, the "SPREAD"), and (B) with respect to each Right
          (subject to Section 7(e) hereof), make adequate provision to
          substitute for the Adjustment Shares, upon the exercise of a
          Right and payment of the applicable Purchase Price, (1) cash, (2)
          a reduction in the Purchase Price, (3) Common Stock or other
          equity securities of the Company (including, without limitation,
          shares or units of shares of preferred stock, such as the
          Preferred Stock, which the Board of Directors has deemed to have
          essentially the same value or economic rights as shares of Common
          Stock (such shares of preferred stock or other equity securities
          being referred to as "COMMON STOCK EQUIVALENTS")), (4) debt
          securities of the Company, (5) other assets, or (6) any
          combination of the foregoing, having an aggregate value equal to
          the Current Value, where such aggregate value has been determined
          by the Board of Directors based upon the advice of a nationally
          recognized investment banking firm selected by the Board of
          Directors; PROVIDED, HOWEVER, that if the Company shall not have
          made adequate provision to deliver value pursuant to clause (B)
          above within thirty (30) days following the date on which the
          Company's right of redemption pursuant to Section 23(a) expires
          (such date being referred to herein as the "SECTION 11(A)(II)
          TRIGGER DATE"), then the Company shall be obligated to deliver,
          upon the surrender for exercise of a Right and without requiring
          payment of the Purchase Price (other than an amount equal to the
          par value of the shares of Common Stock to be issued), shares of
          Common Stock (to the extent available) and then, if necessary,
          cash, which shares and/or cash have an aggregate value equal to
          the Spread.  If the Board of Directors determines in good faith
          that it is likely that sufficient additional shares of Common
          Stock could be authorized for issuance upon exercise in full of
          the Rights, the thirty (30) day period set forth above may be
          extended to the extent necessary, but not more than ninety (90)
          days after the Section 11(a)(ii) Trigger Date, in order that the
          Company may seek shareholder approval for the authorization of
          such additional shares (such thirty (30) day period, as it may be
          extended, is herein called the "SUBSTITUTION PERIOD").  To the
          extent that action is to be taken pursuant to the first and/or
          second sentences of this Section 11(a)(iii), the Company (1)
          shall provide, subject to Section 7(e) hereof, that such action
          shall apply uniformly to all outstanding Rights, and (2) may
          suspend the exercisability of the Rights until the expiration of
          the Substitution Period in order to seek such shareholder
          approval for such authorization of additional shares and/or to
          decide the appropriate form of distribution to be made pursuant
          to such first sentence and to determine the value thereof.  In
          the event of any such suspension, the Company shall make a public
          announcement and shall give simultaneous written notice to the
          Rights Agent stating that the exercisability of the Rights has
          been temporarily suspended, as well as a public announcement at
          such time as the suspension is no longer in effect.  For purposes
          of this Section <PAGE> 11(a)(iii), the Current Value of each
          Adjustment Share shall be the Current Market Price per share of
          the Common Stock on the Section 11(a)(ii) Trigger Date, and the
          per share or per unit value of any Common Stock Equivalent shall
          be deemed to equal the Current Market Price per share of the
          Common Stock on such date.

          (b)       ADJUSTMENT OF PURCHASE PRICE UPON ISSUANCE OF RIGHTS,
     OPTIONS OR WARRANTS TO HOLDERS OF PREFERRED  STOCK.  In case the
     Company shall fix a record date for the issuance of rights,
     options or warrants to all record holders of Preferred Stock
     entitling them to subscribe for or purchase (for a period
     expiring within forty-five (45) calendar days after such record
     date) Preferred Stock (or shares having the same rights,
     privileges and preferences as the shares of Preferred Stock
     ("EQUIVALENT PREFERRED STOCK")) or securities convertible into
     Preferred Stock or Equivalent Preferred Stock at a price per
     share of Preferred Stock or per share of Equivalent Preferred
     Stock (or having a conversion price per share, if a security
     convertible into Preferred Stock or Equivalent Preferred Stock)
     less than the Current Market Price (determined pursuant to
     Section 11(d)(ii) hereof) per share of Preferred Stock on such
     record date, the Purchase Price to be in effect after such record
     date shall be determined by multiplying the Purchase Price in
     effect immediately prior to such record date by a fraction, the
     numerator of which shall be the number of shares of Preferred
     Stock and Equivalent Preferred Stock outstanding on such record
     date plus the number of shares of Preferred Stock and Equivalent
     Preferred Stock which the aggregate offering price of the total
     number of shares of Preferred Stock and/or Equivalent Preferred
     Stock so to be offered (and/or the aggregate initial conversion
     price of the convertible securities so to be offered) would
     purchase at such Current Market Price, and the denominator of
     which shall be the number of shares of Preferred Stock and
     Equivalent Preferred Stock outstanding on such record date plus
     the number of additional shares of Preferred Stock and/or
     Equivalent Preferred Stock to be offered for subscription or
     purchase (or into which the convertible securities so to be
     offered are initially convertible).  In case such subscription
     price may be paid by delivery of consideration part or all of
     which may be in a form other than cash, the value of such
     consideration shall be as determined in good faith by the Board
     of Directors, whose determination shall be described in a
     statement filed with the Rights Agent and shall be binding on the
     Rights Agent and the holders of the Rights.  Shares of Preferred
     Stock and Equivalent Preferred Stock owned by or held for the
     account of the Company shall not be deemed outstanding for the
     purpose of any such computation.  Such adjustment shall be made
     successively whenever such a record date is fixed, and in the
     event that such rights or warrants are not so issued, the
     Purchase Price shall be adjusted to be the Purchase Price which
     would then be in effect if such record date had not been fixed.

          (c)       ADJUSTMENT OF PURCHASE PRICE UPON DISTRIBUTIONS TO
     HOLDERS OF PREFERRED STOCK.  In case the Company shall fix a
     record date for a distribution to all record holders of Preferred
     Stock (including any such distribution made in connection with a
     consolidation or merger in which the Company is the continuing or
     surviving corporation) of evidences of indebtedness, cash (other
     than a regular quarterly cash dividend out of the earnings or
     retained earnings of the Company), assets (other than a dividend
     payable in Preferred Stock, but including any dividend payable in
     stock other than Preferred Stock) or subscription rights or
     warrants (excluding those referred to in <PAGE> Section 11(b)
     hereof), the Purchase Price to be in effect after such record
     date shall be determined by multiplying the Purchase Price in
     effect immediately prior to such record date by a fraction, the
     numerator of which shall be the Current Market Price per share of
     Preferred Stock on such record date less the fair market value
     (as determined in good faith by the Board of Directors, whose
     determination shall be described in a statement filed with the
     Rights Agent and shall be binding on the Rights Agent and the
     holders of the Rights) of the portion of the cash, assets or
     evidences of indebtedness so to be distributed or of such
     subscription rights or warrants applicable to a share of
     Preferred Stock, and the denominator of which shall be the
     Current Market Price per share of Preferred Stock on such record
     date.  Such adjustments shall be made successively whenever such
     a record date is fixed, and in the event that such distribution
     is not so made, the Purchase Price shall be adjusted to be the
     Purchase Price which would have been in effect if such record
     date had not been fixed.

          (d)       DEFINITION OF CURRENT MARKET PRICE.

               (i)       For the purpose of any computation hereunder other than
          computations made pursuant to Section 11(a)(iii) hereof, the
          "CURRENT MARKET PRICE" per share of Common Stock on any date
          shall be deemed to be the average of the daily closing prices per
          share of such Common Stock for the thirty (30) consecutive
          Trading Days immediately prior to such date, and for purposes of
          computations made pursuant to Section 11(a)(iii) hereof, the
          Current Market Price per share of Common Stock on any date shall
          be deemed to be the average of the daily closing prices per share
          of such Common Stock for the ten (10) consecutive Trading Days
          immediately following such date; PROVIDED, HOWEVER, that in the
          event that the Current Market Price per share of Common Stock is
          determined during a period following the announcement by the
          issuer of such Common Stock of (A) a dividend or distribution on
          such Common Stock payable in shares of such Common Stock or
          securities convertible into shares of such Common Stock (other
          than the Rights), or (B) any subdivision, combination or
          reclassification of such Common Stock, and the ex-dividend or ex-
          distribution date for such dividend or distribution, or the
          record date for such subdivision, combination or reclassification
          shall not have occurred prior to the commencement of the
          requisite thirty (30) Trading Day or ten (10) Trading Day period,
          as set forth above, then, and in each such case, the Current
          Market Price shall be properly adjusted to reflect the current
          market per share equivalent.  The closing price for each day
          shall be the last sale price, regular way, or, in case no such
          sale takes place on such day, the average of the closing bid and
          asked prices, regular way, in either case as reported in the
          principal consolidated transaction reporting system with respect
          to securities listed or admitted to trading on the New York Stock
          Exchange or, if the shares of Common Stock are not listed or
          admitted to trading on the New York Stock Exchange, as reported
          in the principal consolidated transaction reporting system with
          respect to securities listed on the principal national securities
          exchange on which the shares of Common Stock are listed or
          admitted to trading or, if the shares of Common Stock are not
          listed or admitted to trading on any national securities
          exchange, the last sale price, regular way, or, if such last sale
          price is not reported, the average of the high bid and low asked
          <PAGE> prices in the over-the-counter market, as reported by
          NASDAQ or such other system then in use, or, if on any such date
          the shares of Common Stock are not quoted by any such
          organization, the average of the closing bid and asked prices as
          furnished by a professional market maker making a market in the
          Common Stock selected by the Board of Directors.  If on any such
          date no market maker is making a market in the Common Stock, the
          fair value of such shares on such date as determined in good
          faith by the Board of Directors shall be used.  The term "TRADING
          DAY" shall mean a day on which the principal national securities
          exchange on which the shares of Common Stock are listed or
          admitted to trading is open for the transaction of business or,
          if the shares of Common Stock are not listed or admitted to
          trading on any national securities exchange, a Business Day.
          Notwithstanding the first sentence of this Section 11(d)(i), if
          the Common Stock is not publicly held or not so listed or traded,
          Current Market Price per share of the Common Stock shall mean the
          fair value per share as determined in good faith by the Board of
          Directors, whose determination shall be described in a statement
          filed with the Rights Agent and shall be conclusive for all
          purposes.

               (ii)      For the purpose of any computation hereunder, the
          Current Market Price per share of Preferred Stock shall be
          determined in the same manner as set forth for the Common Stock
          in Section 11(d)(i) (other than the last sentence thereof).  If
          the Current Market Price per share of Preferred Stock cannot be
          determined in the manner provided above or if the Preferred Stock
          is not publicly held or listed or traded in a manner described in
          Section 11(d)(i), the Current Market Price per share of Preferred
          Stock shall be conclusively deemed to be an amount equal to 1000
          (as such number may be appropriately adjusted for such events as
          stock splits, stock dividends and recapitalizations with respect
          to the Common Stock occurring after the date of this Agreement)
          multiplied by the Current Market Price per share of the Common
          Stock.  If neither the Common Stock nor the Preferred Stock is
          publicly held or so listed or traded, Current Market Price per
          share of the Preferred Stock shall mean the fair value per share
          as determined in good faith by the Board of Directors, whose
          determination shall be described in a statement filed with the
          Rights Agent and shall be conclusive for all purposes.  For all
          purposes of this Agreement, the Current Market Price of one one-
          thousandth of a share of Preferred Stock shall be equal to the
          Current Market Price of one share of Preferred Stock divided by
          1000.

          (e)       LIMITATION ON ADJUSTMENTS TO PURCHASE PRICE.  Anything
     herein to the contrary notwithstanding, no adjustment in the
     Purchase Price shall be required unless such adjustment would
     require an increase or decrease of at least one percent (1%) in
     the Purchase Price; PROVIDED, HOWEVER, that any adjustments which
     by reason of this Section 11(e) are not required to be made shall
     be carried forward and taken into account in any subsequent
     adjustment.  All calculations under this Section 11 shall be made
     to the nearest cent or to the nearest hundred-thousandth of a
     share of Common Stock or other share or one-millionth of a share
     of Preferred Stock, as the case may be.  Notwithstanding the
     first sentence of this Section 11(e), any adjustment required by
     this Section 11 shall be made no later than the earlier of (i)
     three (3) years from the date of the transaction which mandates
     such adjustment, or (ii) the Expiration Date.

<PAGE>

          (f)       APPLICABILITY OF CERTAIN PROVISIONS TO SHARES OF
     CAPITAL STOCK OTHER THAN PREFERRED STOCK.  If as a result of an
     adjustment made pursuant to Section 11(a)(ii) or Section 13(a)
     hereof the holder of any Right thereafter exercised shall become
     entitled to receive any shares of capital stock other than
     Preferred Stock, thereafter the number of such other shares so
     receivable upon exercise of any Right and the Purchase Price
     thereof shall be subject to adjustment from time to time in a
     manner and on terms as nearly equivalent as practicable to the
     provisions with respect to the Preferred Stock contained in
     Sections 11(a), (b), (c), (e), (g), (h), (i), (j), (k) and (m),
     and the provisions of Sections 7, 9, 10, 13 and 14 hereof with
     respect to the Preferred Stock shall apply on like terms to any
     such other shares.

          (g)       PURCHASE PRICE FOR RIGHTS ISSUED AFTER ADJUSTMENT TO
     PURCHASE PRICE.  All Rights originally issued by the Company
     subsequent to any adjustment made to the Purchase Price hereunder
     shall evidence the right to purchase, at the adjusted Purchase
     Price, the number of one one-thousandths of a share of Preferred
     Stock purchasable from time to time hereunder upon exercise of
     the Rights, all subject to further adjustment as provided herein.

          (h)       ADJUSTMENT OF NUMBER OF SHARES OF PREFERRED STOCK
     COVERED BY A RIGHT.  Unless the Company shall have exercised its
     election to adjust the number of Rights as provided in
     Section 11(i), upon each adjustment of the Purchase Price as a
     result of the calculations made in Sections 11(b) and (c), each
     Right outstanding immediately prior to the making of such
     adjustment shall thereafter evidence the right to purchase, at
     the adjusted Purchase Price, that number of one one-thousandths
     of a share of Preferred Stock (calculated to the nearest one-
     millionth) obtained by (i) multiplying (x) the number of one one-
     thousandths of a share covered by a Right immediately prior to
     this adjustment, by (y) the Purchase Price in effect immediately
     prior to such adjustment of the Purchase Price, and (ii) dividing
     the product so obtained by the Purchase Price in effect
     immediately after such adjustment of the Purchase Price.

          (i)       ELECTION TO ADJUST THE NUMBER OF RIGHTS.  The Company
     may elect on or after the date of any adjustment of the Purchase
     Price to adjust the number of Rights in lieu of any adjustment in
     the number of one one-thousandths of a share of Preferred Stock
     purchasable upon the exercise of a Right.  Each of the Rights
     outstanding after the adjustment in the number of Rights shall be
     exercisable for the number of one one-thousandths of a share of
     Preferred Stock for which a Right was exercisable immediately
     prior to such adjustment.  Each Right held of record prior to
     such adjustment of the number of Rights shall become that number
     of Rights (calculated to the nearest one-millionth) obtained by
     dividing the Purchase Price in effect immediately prior to
     adjustment of the Purchase Price by the Purchase Price in effect
     immediately after adjustment of the Purchase Price.  The Company
     shall make a public announcement and shall give simultaneous
     written notice to the Rights Agent of its election to adjust the
     number of Rights, indicating the record date for the adjustment,
     and, if known at the time, the amount of the adjustment to be
     made.  This record date may be the date on which the Purchase
     Price is adjusted or any day thereafter, but, if the Rights
     Certificates have been issued, shall be at least ten (10) days
     later than the date of the public announcement.  If Rights
     Certificates have been issued, upon each adjustment of the number
     of Rights <PAGE> pursuant to this Section 11(i), the Company
     shall, as promptly as practicable, cause to be distributed to
     holders of Rights Certificates on such record date Rights
     Certificates evidencing, subject to Section 14 hereof, the
     additional Rights to which such holders shall be entitled as a
     result of such adjustment, or, at the option of the Company,
     shall cause to be distributed to such holders in substitution and
     replacement for the Rights Certificates held by such holders
     prior to the date of adjustment, and upon surrender thereof, if
     required by the Company, new Rights Certificates evidencing all
     the Rights to which such holders shall be entitled after such
     adjustment.  Rights Certificates so to be distributed shall be
     issued, executed and countersigned in the manner provided for
     herein (and may bear, at the option of the Company, the adjusted
     Purchase Price) and shall be registered in the names of the
     holders of record of Rights Certificates on the record date
     specified in the public announcement.

          (j)       RIGHTS CERTIFICATES NEED NOT REFLECT CERTAIN
     ADJUSTMENTS.  Irrespective of any adjustment or change in the
     Purchase Price or the number by one one-thousandths of a share of
     Preferred Stock issuable upon the exercise of the Rights, the
     Rights Certificates theretofore and thereafter issued may
     continue to express the Purchase Price per one one-thousandths of
     a share and the number of one one-thousandths of a share which
     were expressed in the initial Rights Certificates issued
     hereunder.

          (k)       STOCK TO BE FULLY PAID AND NON-ASSESSABLE.  Before
     taking any action that would cause an adjustment reducing the
     Purchase Price below the then par value, if any, of the one one-
     thousandths of a share of Preferred Stock issuable upon exercise
     of the Rights, or the par value, if any, of any shares of any
     other capital stock issuable upon exercise of the Rights, the
     Company shall take any corporate action which may, in the opinion
     of its counsel, be necessary in order that the Company may
     validly and legally issue fully paid and non-assessable one one-
     thousandths of a share of Preferred Stock, or other shares of
     capital stock, as the case may be, at such adjusted Purchase
     Price.  If upon any exercise of the Rights, a holder is to
     receive a combination of Common Stock and Common Stock
     Equivalents, a portion of the consideration paid upon such
     exercise, equal to at least the then par value of a share of
     Common Stock, shall be allocated as the payment for each share of
     Common Stock so received.

          (l)       ELECTION TO DEFER ISSUANCE OF CERTAIN SHARES UNTIL
     AFTER RECORD DATE FOR ADJUSTMENT EVENT.  In any case in which
     this Section 11 shall require that an adjustment in the Purchase
     Price be made effective as of a record date for a specified
     event, the Company may elect to defer, until the occurrence of
     such event, the issuance to the record holder of any Right
     exercised after such record date the number of one one-
     thousandths of a share of Preferred Stock and other capital stock
     or securities of the Company, if any, issuable upon such exercise
     over and above the number of one one-thousandths of a share of
     Preferred Stock, and other capital stock or securities of the
     Company, if any, issuable upon such exercise on the basis of the
     Purchase Price in effect prior to such adjustment; PROVIDED,
     HOWEVER, that the Company shall deliver to such holder a due bill
     or other appropriate instrument evidencing such holder's right to
     receive such additional shares (fractional or otherwise) or
     securities upon the occurrence of the event requiring such
     adjustment.

<PAGE>

          (m)       REDUCTIONS IN PURCHASE PRICE TO AVOID TAXABLE EVENTS.
     Anything in this Section 11 to the contrary notwithstanding, the
     Company shall be entitled to make such reductions in the Purchase
     Price, in addition to those adjustments expressly required by
     this Section 11, as and to the extent that in their good faith
     judgment the Board of Directors shall determine to be advisable
     in order that any (i) consolidation or subdivision of the
     Preferred Stock, (ii) issuance wholly for cash of any shares of
     Preferred Stock at less than the Current Market Price thereof,
     (iii) issuance wholly for cash of shares of Preferred Stock or
     securities which by their terms are convertible into or
     exchangeable for shares of Preferred Stock, (iv) stock dividends,
     or (v) issuance of rights, options or warrants referred to in
     this Section 11, hereafter made by the Company to holders of its
     Preferred Stock shall not be taxable to such holders.

          (n)       NO CONSOLIDATION, MERGER OR SALE OF MORE THAN 50% OF
     ASSETS OR EARNING POWER.  The Company covenants and agrees that
     it shall not, at any time after the Distribution Date and so long
     as the Rights have not been redeemed pursuant to Section 23
     hereof or exchanged pursuant to Section 24 hereof, (i)
     consolidate with any other Person (other than a Subsidiary of the
     Company in a transaction that complies with this Section 11(n)),
     (ii) merge with or into any other Person (other than a Subsidiary
     of the Company in a transaction that complies with this Section
     11(n)), or (iii) sell or transfer (or permit any Subsidiary to
     sell or transfer), in one transaction, or a series of related
     transactions, assets or earning power aggregating more than 50%
     of the assets or earning power of the Company and its
     Subsidiaries (taken as a whole) to any other Person or Persons
     (other than the Company and/or any of its Subsidiaries in one or
     more transactions, each of which complies with this Section
     11(n)), if (x) at the time of or immediately after such
     consolidation, merger or sale there are any articles of
     incorporation or bylaw provisions or any rights, warrants or
     other instruments or securities outstanding or agreements in
     effect or other actions taken which would substantially diminish
     or otherwise eliminate the benefits intended to be afforded by
     the Rights or (y) prior to, simultaneously with or immediately
     after such consolidation, merger or sale, the shareholders of the
     Person who constitutes, or would constitute, the Principal Party
     for purposes of Section 13(a) hereof shall have received a
     distribution of Rights previously owned by such Person or any of
     its Affiliates and Associates.  The Company shall not consummate
     any such consolidation, merger, sale or transfer unless prior
     thereto the Company and such other Person shall have executed and
     delivered to the Rights Agent a supplemental agreement evidencing
     compliance with this Section 11(n).

          (o)       NO ACTIONS THAT DIMINISH BENEFITS OF RIGHTS.  The
     Company covenants and agrees that, after the Distribution Date,
     it will not, except as permitted by Section 23, Section 24 or
     Section 27 hereof, take (or permit any Subsidiary to take) any
     action if at the time such action is taken it is reasonably
     foreseeable that such action will diminish substantially or
     otherwise eliminate the benefits intended to be afforded by the
     Rights.

          (p)       ADJUSTMENT IN NUMBER OF RIGHTS ASSOCIATED WITH EACH
     SHARE OF COMMON STOCK.  Anything in this Agreement to the
     contrary notwithstanding, in the event that the Company shall at
     any time after the Rights Dividend Declaration Date and prior to
     the Distribution Date (i) declare or pay any dividend on the
     outstanding shares of Common Stock payable in shares of Common
     Stock, (ii) subdivide or split the outstanding shares <PAGE> of
     Common Stock into a greater number of shares, or (iii) combine or
     consolidate the outstanding shares of Common Stock into a smaller
     number of shares or effect a reverse split of the outstanding
     shares of Common Stock, then, and in each such event, the number
     of Rights associated with each share of Common Stock then
     outstanding, or issued or delivered thereafter but prior to the
     Distribution Date, shall be proportionately adjusted so that the
     number of Rights thereafter associated with each share of Common
     Stock following any such event shall equal the result obtained by
     multiplying the number of Rights associated with each share of
     Common Stock immediately prior to such event by a fraction the
     numerator of which shall be the total number of shares of Common
     Stock outstanding immediately prior to the occurrence of the
     event and the denominator of which shall be the total number of
     shares of Common Stock outstanding immediately following the
     occurrence of such event.

     SECTION 12.    CERTIFICATE OF ADJUSTED PURCHASE PRICE OR NUMBER
OF SHARES.  Whenever an adjustment is made as provided in Section
11 or Section 13 hereof, the Company shall (a) promptly prepare a
certificate setting forth such adjustment and a brief statement
of the facts accounting for such adjustment, (b) promptly file
with the Rights Agent, and with each transfer agent for the
Preferred Stock and the Common Stock, a copy of such certificate,
and (c) mail a brief summary thereof to each record holder of a
Rights Certificate (or, if prior to the Distribution Date, to
each record holder of a certificate representing shares of Common
Stock) in accordance with Section 26 hereof.  The Rights Agent
shall be fully protected in relying on any such certificate and
on any adjustment therein contained and shall not be deemed to
have knowledge of such adjustment unless and until it shall have
received such certificate.

     SECTION 13.    CONSOLIDATION, MERGER OR SALE OR TRANSFER OF
ASSETS OR EARNING POWER.

          (a)       SECTION 13 EVENTS.  In the event that, following the
     Stock Acquisition Date (which for purposes of this Section 13(a)
     only shall also include the date of the first public announcement
     (including, without limitation, a report filed pursuant to
     Section 13(d) under the Exchange Act) that any Person (other than
     the Company, any Subsidiary of the Company, any employee benefit
     plan of the Company or of any Subsidiary of the Company, or any
     Person or entity organized, appointed or established by the
     Company for or pursuant to the terms of any such plan), together
     with any of such Person's Affiliates and Associates, has become
     the Beneficial Owner of 15% or more of the shares of Common Stock
     then outstanding pursuant to a Qualifying Offer), directly or
     indirectly, (x) the Company shall consolidate with, or merge with
     and into, any other Person (other than a Subsidiary of the
     Company in a transaction that complies with Section 11(n)
     hereof), and the Company shall not be the continuing or surviving
     corporation of such consolidation or merger, (y) any Person
     (other than a Subsidiary of the Company in a transaction that
     complies with Section 11(n) hereof) shall consolidate with, or
     merge with or into, the Company, and the Company shall be the
     continuing or surviving corporation of such consolidation or
     merger and, in connection with such consolidation or merger, all
     or part of the outstanding shares of Common Stock shall be
     changed into or exchanged for stock or other securities of any
     other Person or cash or any other property, or (z) the Company
     shall sell or otherwise transfer (or one or more of its
     Subsidiaries shall sell or otherwise transfer), in one
     transaction or a series of related transactions, assets or
     earning power aggregating more than 50% of the assets or earning
     power of the Company and its <PAGE> Subsidiaries (taken as a
     whole) to any  Person or Persons (other than the Company or any
     Subsidiary of the Company in one or more transactions each of
     which complies with Section 11(n) hereof), then, upon the first
     occurrence of such event (except as may be contemplated by
     Section 13(d) hereof), proper provision shall be made so that:
     (i) each holder of a Right, except as provided in Section 7(e)
     hereof, shall thereafter have the right to receive, upon the
     exercise thereof at the then current Purchase Price, in
     accordance with the terms of this Agreement, such number of
     validly authorized and issued, fully paid, non-assessable and
     freely tradable shares of Common Stock of the Principal Party (as
     such term is hereinafter defined), not subject to any liens,
     encumbrances, rights of first refusal or other adverse claims, as
     shall be equal to the result obtained by (1) multiplying the then
     current Purchase Price by the number of one one-thousandths of a
     share of Preferred Stock for which a Right is exercisable
     immediately prior to the first occurrence of a Section 13 Event
     (or, if a Section 11(a)(ii) Event has occurred prior to the first
     occurrence of a Section 13 Event, multiplying the number of such
     one one-thousandths of a share for which a Right was exercisable
     immediately prior to the first occurrence of a Section 11(a)(ii)
     Event by the Purchase Price in effect immediately prior to such
     first occurrence), and (2) dividing that product (which,
     following the first occurrence of a Section 13 Event, shall be
     referred to as the "Purchase Price" for each Right and for all
     purposes of this Agreement) by 50% of the Current Market Price
     (determined pursuant to Section 11(d)(i) hereof) per share of the
     Common Stock of such Principal Party on the date of consummation,
     provided that the Purchase Price and the number of shares of
     Common Stock of such Principal Party issuable upon exercise of
     each Right shall be further adjusted as provided in Section 11(f)
     of this Agreement to reflect any events occurring in respect of
     such Principal Party after the date of such Section 13 Event;
     (ii) such Principal Party shall thereafter be liable for, and
     shall assume, by virtue of such Section 13 Event, all the
     obligations and duties of the Company pursuant to this Agreement;
     (iii) the term "Company" shall thereafter be deemed to refer to
     such Principal Party, it being specifically intended that the
     provisions of Section 11 hereof shall apply only to such
     Principal Party following the first occurrence of a Section 13
     Event; (iv) such Principal Party shall take such steps
     (including, but not limited to, the reservation of a sufficient
     number of shares of its Common Stock) in connection with the
     consummation of any such transaction as may be necessary to
     assure that the provisions hereof shall thereafter be applicable,
     as nearly as reasonably may be, in relation to its shares of
     Common Stock thereafter deliverable upon the exercise of the
     Rights; and (v) the provisions of Section 11(a)(ii) hereof shall
     be of no effect following the first occurrence of any Section 13
     Event.

          (b)       DEFINITION OF PRINCIPAL PARTY.  "PRINCIPAL PARTY" shall
     mean:

               (i)       in the case of any transaction described in clause (x)
          or (y) of the first sentence of Section 13(a):  (A) the Person
          that is the issuer of any securities into which shares of Common
          Stock of the Company are converted in such merger or
          consolidation, or if there is more than one such issuer, the
          issuer that has the greatest aggregate market value of shares of
          its Common Stock outstanding, or (B) if no securities are so
          issued, (1) the Person that is the other party to the merger, if
          such Person survives said merger, or, if there is more than one
          such Person, the Person that has the greatest aggregate market
          value of shares of its <PAGE> Common Stock outstanding or (2) if
          the Person that is the other party to the merger does not survive
          the merger, the Person that does survive the merger (including
          the Company if it survives) or (3) the Person resulting from the
          consolidation; and

               (ii)      in the case of any transaction described in clause (z)
          of the first sentence of Section 13(a), the Person that is the
          party receiving the greatest portion of the assets or earning
          power transferred pursuant to such transaction or transactions
          or, if each Person that is a party to such transaction or
          transactions receives the same portion of the assets or earning
          power so transferred or if the Person receiving the greatest
          portion of the assets or earning power cannot be determined,
          whichever of such Persons has the greatest aggregate market value
          of shares of its Common Stock outstanding;

     PROVIDED, HOWEVER, that in any such case, (1) if the Common
     Stock of such Person is not at such time and has not been
     continuously over the preceding twelve (12) month period
     registered under Section 12 of the Exchange Act, and such
     Person is a direct or indirect Subsidiary of another Person
     the Common Stock of which is and has been so registered,
     "PRINCIPAL PARTY" shall refer to such other Person; (2) in
     case such Person is a Subsidiary, directly or indirectly, of
     more than one Person, the Common Stocks of two or more of
     which are and have been so registered, "PRINCIPAL PARTY"
     shall refer to whichever of such Persons is the issuer
     having the greatest aggregate market value of shares of its
     Common Stock outstanding; and (3) in case such Person is
     owned, directly or indirectly, by a joint venture formed by
     two or more Persons that are not owned, directly or
     indirectly, by the same Person, the rules set forth in (1)
     and (2) above shall apply to each of the chains of ownership
     having an interest in such joint venture as if such party
     were a "Subsidiary" of both or all of such joint venturers
     and the Principal Parties in each such chain shall bear the
     obligations set forth in this Section 13 in the same ratio
     as their direct or indirect interests in such Person bear to
     the total of such interests.

          (c)       OBLIGATIONS OF PRINCIPAL PARTY.  The Company shall not
     consummate any consolidation, merger, sale or transfer described
     in Section 13(a) unless the Principal Party covenants and agrees
     that it will cause to be reserved and kept available out of its
     authorized and unissued shares of Common Stock or out of its
     authorized and issued shares of Common Stock held in its
     treasury, the number of shares of its Common Stock that will be
     sufficient to permit the exercise in full of all outstanding
     Rights under this Section 13 and unless prior thereto the Company
     and such Principal Party shall have executed and delivered to the
     Rights Agent a supplemental agreement confirming that the
     requirements set forth in paragraphs (a) and (b) of this Section
     13 shall be promptly performed in accordance with their terms and
     further providing that, as soon as practicable after executing
     such agreement pursuant to this Section 13, the Principal Party
     will:

               (i)       prepare and file a registration statement under the
          Act, with respect to the Rights and the securities purchasable
          upon exercise of the Rights on an appropriate form, and will use
          its best efforts to cause such registration statement to (A)
          become effective as soon as practicable after such filing and (B)
          remain <PAGE> effective (with a prospectus at all times meeting
          the requirements of the Act) until the Expiration Date and
          similarly comply with applicable state securities laws;

               (ii)      use its best efforts, if the shares of Common Stock of
          the Principal Party shall be listed or admitted to trading on a
          national securities exchange or NASDAQ to list or admit to
          trading (or continue the listing of) the Rights and the
          securities purchasable upon exercise of the Rights on such
          securities exchange or NASDAQ and, if the shares of Common Stock
          of the Principal Party shall not be listed or admitted to trading
          on a national securities exchange or NASDAQ, to cause the Rights
          and the securities purchasable upon exercise of the Rights to be
          reported by such other system then in use;

               (iii)     deliver to record holders of the Rights historical
          financial statements for the Principal Party and each of its
          Affiliates that comply in all respects with the requirements for
          registration on Form 10 under the Exchange Act; and

               (iv)      obtain waivers of any rights of first refusal or
          preemptive rights in respect of the shares of Common Stock of the
          Principal Party subject to purchase upon exercise of outstanding
          Rights.

     The provisions of this Section 13 shall similarly apply to
     successive mergers or consolidations or sales or other
     transfers.  In the event that a Section 13 Event shall occur
     at any time after the occurrence of a Section 11(a)(ii)
     Event, the Rights that have not theretofore been exercised
     shall thereafter become exercisable in the manner described
     in Section 13(a).  If, for any reason, the Rights cannot be
     exercised for Common Stock of the Company or such Principal
     Party, then a holder of Rights will have the right to
     exchange such Rights for cash from the Company or such
     Principal Party in an amount equal to the number of shares
     of such Common Stock such holder would otherwise be entitled
     to purchase times 50% of the then Current Market Price, as
     determined pursuant to Section 11(d)(i) hereof, of such
     stock of such Principal Party or the Company. If, for any
     reason, including, without limitation, such Principal Party
     is an individual, private partnership or private company,
     the foregoing formulation cannot be applied to determine the
     cash amount into which the Rights are exchangeable, then the
     Board of Directors, based upon advice from one or more
     nationally recognized investment banking firms, shall
     determine such amount reasonably and with utmost good faith
     to the holders of Rights. Any such determination shall be
     binding and final.

          (d)       SECTION 13 NOT APPLICABLE TO CERTAIN TRANSACTIONS
     FOLLOWING A QUALIFYING OFFER.  Notwithstanding anything in this
     Agreement to the contrary, Section 13 shall not be applicable to
     a transaction described in subparagraphs (x) and (y) of Section
     13(a) if (i) such transaction is consummated with a Person or
     Persons who acquired shares of Common Stock pursuant to a
     Qualifying Offer (or a wholly owned Subsidiary of any such Person
     or Persons), (ii) the price per share of Common Stock offered in
     such transaction is not less than the price per share of Common
     Stock paid to all record holders of shares of Common Stock whose
     shares were purchased pursuant to such Qualifying Offer, and
     (iii) the form of consideration being offered to the remaining
     record holders of shares of Common Stock pursuant to such
     transaction is the same as the form of <PAGE> consideration paid
     pursuant to such Qualifying Offer. Upon consummation of any such
     transaction contemplated by this Section 13(d), all Rights
     hereunder shall expire.

     SECTION 14.    FRACTIONAL RIGHTS AND FRACTIONAL SHARES.

          (a)       FRACTIONAL RIGHTS.  The Company shall not be required
     to issue fractions of Rights, except prior to the Distribution
     Date as provided in Section 11(p) hereof, or to distribute Rights
     Certificates that evidence fractional Rights.  In lieu of such
     fractional Rights, the Company may pay to the record holders of
     the Rights Certificates with regard to which such fractional
     Rights would otherwise be issuable, an amount in cash equal to
     the same fraction of the current market value of a whole Right.
     For purposes of this Section 14(a), the current market value of a
     whole Right shall be the closing price of the Rights for the
     Trading Day immediately prior to the date on which such
     fractional Rights would have been otherwise issuable.  The
     closing price of the Rights for any day shall be the last sale
     price, regular way, or, in case no such sale takes place on such
     day, the average of the closing bid and asked prices, regular
     way, in either case as reported in the principal consolidated
     transaction reporting system with respect to securities listed or
     admitted to trading on the New York Stock Exchange or, if the
     Rights are not listed or admitted to trading on the New York
     Stock Exchange, as reported in the principal consolidated
     transaction reporting system with respect to securities listed on
     the principal national securities exchange on which the Rights
     are listed or admitted to trading, or if the Rights are not
     listed or admitted to trading on any national securities
     exchange, the last sale price or, if such last sale price is not
     reported,  the average of the high bid and low asked prices in
     the over-the-counter market, as reported by NASDAQ or such other
     system then in use or, if on any such date the Rights are not
     quoted by any such organization, the average of the closing bid
     and asked prices as furnished by a professional market maker
     making a market in the Rights selected by the Board of Directors.
     If on any such date no such market maker is making a market in
     the Rights, the fair value of the Rights on such date as
     determined in good faith by the Board of Directors shall be used
     to determine the current market value of the whole Right.

          (b)       FRACTIONAL SHARES OF PREFERRED STOCK.  The Company
     shall not issue fractions of shares of Preferred Stock (other
     than, except as provided in Section 7(c), fractions that are
     integral multiples of one one-thousandth of a share of Preferred
     Stock) upon exercise of the Rights or to distribute certificates
     that evidence fractional shares of Preferred Stock (other than
     fractions that are integral multiples of one one-thousandth of a
     share of Preferred Stock).  Fractions of shares of Preferred
     Stock in integral multiples of one one-thousandth of a share of
     Preferred Stock may, at the election of the Company, be evidenced
     by depositary receipts, pursuant to an appropriate agreement
     between the Company and a depositary selected by it; PROVIDED,
     HOWEVER, that such agreement shall provide that the holders of
     such depositary receipts shall have the rights, privileges and
     preferences to which they are entitled as beneficial owners of
     the shares of Preferred Stock represented by such depositary
     receipts.  In lieu of fractional shares of Preferred Stock that
     are not integral multiples of one one-thousandth of a share of
     Preferred Stock, the Company shall pay to the record holders of
     Rights Certificates at the time such Rights are exercised as
     herein provided an amount in cash equal to the same fraction of
     the Current Market Price per share of Preferred Stock as of the
     Trading Day immediately <PAGE> prior to the date of such
     exercise.

          (c)       FRACTIONAL SHARES OF COMMON STOCK.  The Company shall
     not issue fractions of shares of Common Stock or distribute
     certificates that evidence fractional shares of Common Stock upon
     the exercise of Rights by any record holder thereof following the
     occurrence of a Triggering Event.  In lieu of fractional shares
     of Common Stock, the Company shall pay to the record holders of
     Rights Certificates at the time such Rights are exercised as
     herein provided an amount in cash equal to the same fraction of
     the Current Market Price per share of Common Stock as of the
     Trading Day immediately prior to the date of such exercise.

          (d)       WAIVER BY RECORD HOLDER OF RIGHTS.  The record holder
     of a Right by the acceptance of the Rights expressly waives his
     right to receive any fractional Rights or any fractional shares
     upon exercise of a Right, except as permitted by this Section 14.

     SECTION 15.    RIGHTS OF ACTION.  All rights of action in respect
of this Agreement, excepting the rights of action given to the
Rights Agent, are vested in the respective record holders of the
Rights Certificates (and, prior to the Distribution Date, the
record holders of the Common Stock); and any record holder of any
Rights Certificate (or, prior to the Distribution Date, of the
Common Stock), without the consent of the Rights Agent or of the
record holder of any other Rights Certificate (or, prior to the
Distribution Date, of the Common Stock), may, in his own behalf
and for his own benefit, enforce, and may institute and maintain
any suit, action or proceeding against the Company to enforce, or
otherwise act in respect of, his right to exercise the Rights
evidenced by such Rights Certificate in the manner provided in
such Rights Certificate and in this Agreement.  Without limiting
the foregoing or any remedies available to the record holders of
Rights, it is specifically acknowledged that such holders of
Rights would not have an adequate remedy at law for any breach of
this Agreement and shall be entitled to specific performance of
the obligations hereunder and injunctive relief against actual or
threatened violations of the obligations hereunder of any Person
subject to this Agreement.

     SECTION 16.    AGREEMENT OF RIGHTS HOLDERS.  Every holder of a
Right, by accepting the same, consents and agrees with the
Company and the Rights Agent and with every other holder of a
Right that:

          (a)       prior to the Distribution Date, the Rights will be
     transferable only in connection with the transfer of Common
     Stock;

          (b)       after the Distribution Date, the Rights Certificates
     are transferable only on the transfer books of the Rights Agent
     if surrendered at the principal office or offices of the Rights
     Agent designated for such purposes, duly endorsed or accompanied
     by a proper instrument of transfer and with the appropriate forms
     and certificates fully executed;

          (c)       subject to Section 6(a) and Section 7(f) hereof, the
     Company and the Rights Agent may deem and treat the person in
     whose name a Rights Certificate (or, prior to the Distribution
     Date, the associated Common Stock certificate) is registered on
     the transfer books of the Rights Agent as the absolute owner
     thereof and of the Rights evidenced thereby (notwithstanding any
     notations of ownership or writing on the Rights Certificates
     <PAGE> or the associated Common Stock certificate made by anyone
     other than the Company or the Rights Agent) for all purposes
     whatsoever, and neither the Company nor the Rights Agent, subject
     to the last sentence of Section 7(e) hereof, shall be required to
     be affected by any notice to the contrary; and

          (d)       notwithstanding anything in this Agreement to the
     contrary, neither the Company nor the Rights Agent shall have any
     liability to any holder of a Right or other Person as a result of
     its inability to perform any of its obligations under this
     Agreement by reason of any preliminary or permanent injunction or
     other order, decree or ruling issued by a court of competent
     jurisdiction or by a governmental, regulatory or administrative
     agency or commission, or any statute, rule, regulation or
     executive order promulgated or enacted by any governmental
     authority, prohibiting or otherwise restraining performance of
     such obligations; PROVIDED, HOWEVER, the Company must use its
     reasonable efforts to have any such order, decree or ruling
     lifted or otherwise overturned as soon as possible.

     SECTION 17.    RIGHTS CERTIFICATE HOLDER NOT DEEMED A
SHAREHOLDER.  No holder, as such, of any Rights Certificate shall
be entitled to vote, receive dividends or be deemed for any
purpose the holder of the number of one one-thousandths of a
share of Preferred Stock or any other securities of the Company
which may at any time be issuable on the exercise of the Rights
represented thereby, nor shall anything contained herein or in
any Rights Certificate be construed to confer upon the holder of
any Rights Certificate, as such, any of the rights of a
shareholder of the Company or any right to vote for the election
of directors or upon any matter submitted to shareholders at any
meeting thereof, or to give or withhold consent to any corporate
action, or to receive notice of meetings or other actions
affecting shareholders (except as provided in Section 25 hereof),
or to receive dividends or subscription rights, or otherwise,
until the Right or Rights evidenced by such Rights Certificate
shall have been exercised in accordance with the provisions
hereof.

     SECTION 18.    CONCERNING THE RIGHTS AGENT.

          (a)       COMPENSATION AND INDEMNIFICATION.  The Company agrees
     to pay to the Rights Agent such compensation as shall be agreed
     to in writing between the Company and the Rights Agent for all
     services rendered by it hereunder and, from time to time, on
     demand of the Rights Agent, its reasonable expenses and counsel
     fees and disbursements and other disbursements incurred in the
     administration and execution of this Agreement and the exercise
     and performance of its duties hereunder.  The Company also agrees
     to indemnify the Rights Agent, including its members, directors,
     officers, employees, shareholders and agents, for, and to hold it
     harmless against, any loss, liability, or expense incurred
     without gross negligence, bad faith or willful misconduct on the
     part of the Rights Agent, for anything done or omitted by the
     Rights Agent in connection with the acceptance and administration
     of this Agreement, including, without limitation, the costs and
     expenses of defending against any claim of liability in the
     premises (including reasonable counsel fees and expenses).  The
     indemnity provided for herein shall survive the expiration of the
     Rights and the termination of this Agreement.

<PAGE>

          (b)       LIMITATION OF LIABILITY.  The Rights Agent shall be
     protected and shall incur no liability for or in respect of any
     action taken, suffered or omitted by it in connection with its
     administration of this Agreement in reliance upon any Rights
     Certificate or certificate for Common Stock or for other
     securities of the Company, instrument of assignment or transfer,
     power of attorney, endorsement, affidavit, letter, notice,
     direction, consent, certificate, statement, or other paper or
     document believed by it to be genuine and to be signed, executed,
     and where necessary, verified, guaranteed or acknowledged, by the
     proper Person or Persons.

     SECTION 19.    MERGER OR CONSOLIDATION OR CHANGE OF NAME OF
RIGHTS AGENT.

          (a)       MERGER OR CONSOLIDATION OF RIGHTS AGENT.  Any
     corporation into which the Rights Agent or any successor Rights
     Agent may be merged or with which it may be consolidated, or any
     corporation resulting from any merger or consolidation to which
     the Rights Agent or any successor Rights Agent shall be a party,
     or any corporation succeeding to the corporate trust or
     shareholder services business of the Rights Agent or any
     successor Rights Agent, shall be the successor to the Rights
     Agent under this Agreement without the execution or filing of any
     paper or any further act on the part of any of the parties
     hereto, PROVIDED, that such corporation would be eligible for
     appointment as a successor Rights Agent under the provisions of
     Section 21 hereof.  In case at the time such successor Rights
     Agent shall succeed to the agency created by this Agreement, any
     of the Rights Certificates shall have been countersigned but not
     delivered; any such successor Rights Agent may adopt the
     countersignature of a predecessor Rights Agent and deliver such
     Rights Certificates so countersigned; and in case at that time
     any of the Rights Certificates shall not have been countersigned,
     any successor Rights Agent may countersign such Rights
     Certificates in the name of the successor Rights Agent; and in
     all such cases such Rights Certificates shall have the full force
     provided in the Rights Certificates and in this Agreement.

          (b)       CHANGE OF NAME OF RIGHTS AGENT.  In case at any time
     the name of the Rights Agent shall be changed and at such time
     any of the Rights Certificates shall have been countersigned but
     not delivered, the Rights Agent may adopt the countersignature
     under its prior name and deliver Rights Certificates so
     countersigned; and in case at that time any of the Rights
     Certificates shall not have been countersigned, the Rights Agent
     may countersign such Rights Certificates either in its prior name
     or in its changed name; and in all such cases such Rights
     Certificates shall have the full force provided in the Rights
     Certificates and in this Agreement.

     SECTION 20.    DUTIES OF RIGHTS AGENT.  The Rights Agent
undertakes the specific duties and obligations expressly imposed
by this Agreement, and no implied duties or obligations shall be
read into this Agreement against the Rights Agent, upon the
following terms and conditions, by which the Company and the
holders of Rights Certificates, by their acceptance thereof,
shall be bound:

          (a)       The Rights Agent may consult with legal counsel (who
     may be legal counsel for the Company), and the opinion of such
     counsel shall be full and complete <PAGE> authorization and
     protection to the Rights Agent as to any action taken or omitted
     by it in good faith and in accordance with such opinion.

          (b)       Whenever in the performance of its duties under this
     Agreement the Rights Agent shall deem it necessary or desirable
     that any fact or matter (including, without limitation, the
     identity of any Acquiring Person and the determination of
     "Current Market Price") be proved or established by the Company
     prior to taking or omitting any action hereunder, such fact or
     matter (unless other evidence in respect thereof be herein
     specifically prescribed) may be deemed to be conclusively proved
     and established by a certificate signed by the Chairman of the
     Board, the President, any Vice President, the Treasurer, any
     Assistant Treasurer, the Secretary or any Assistant Secretary of
     the Company and delivered to the Rights Agent; and such
     certificate shall be full authorization to the Rights Agent for
     any action taken or omitted in good faith by it under the
     provisions of this Agreement in reliance upon such certificate.

          (c)       The Rights Agent shall be liable hereunder only for its
     own gross negligence, bad faith or willful misconduct.

          (d)       The Rights Agent shall not be liable for or by reason
     of any of the statements of fact or recitals contained in this
     Agreement or in the Rights Certificates or be required to verify
     the same (except as to its countersignature on such Rights
     Certificates), but all such statements and recitals are and shall
     be deemed to have been made by the Company only.

          (e)       The Rights Agent shall not be under any responsibility
     in respect of the validity of this Agreement or the execution and
     delivery hereof (except the due execution hereof by the Rights
     Agent) or in respect of the validity or execution of any Rights
     Certificate (except its countersignature thereof); nor shall it
     be responsible for any breach by the Company of any covenant or
     condition contained in this Agreement or in any Rights
     Certificate; nor shall it be responsible for any adjustment
     required under the provisions of Section 11 or Section 13 hereof
     or responsible for the manner, method or amount of any such
     adjustment or the ascertaining of the existence of facts that
     would require any such adjustment (except with respect to the
     exercise of Rights evidenced by Rights Certificates after actual
     notice of any such adjustment); nor shall it by any act hereunder
     be deemed to make any representation or warranty as to the
     authorization or reservation of any shares of Common Stock or
     Preferred Stock to be issued pursuant to this Agreement or any
     Rights Certificate or as to whether any shares of Common Stock,
     Preferred Stock or other securities, will when so issued, be
     validly authorized and issued, fully paid and nonassessable.

          (f)       The Company agrees that it will perform, execute,
     acknowledge and deliver or cause to be performed, executed,
     acknowledged and delivered all such further and other acts,
     instruments and assurances as may reasonably be required by the
     Rights Agent for the carrying out or performing by the Rights
     Agent of the provisions of this Agreement.

          (g)       The Rights Agent is hereby authorized and directed to
     accept instructions with respect to the performance of its duties
     hereunder from the Chairman of the Board, <PAGE> the President,
     any Vice President, the Secretary, any Assistant Secretary, the
     Treasurer or any Assistant Treasurer of the Company, and to apply
     to such officers for advice or instructions in connection with
     its duties, and it shall not be liable for any action taken or
     omitted to be taken by it in good faith in accordance with
     instructions of any such officer or for any delay in acting while
     waiting for those instructions.

          (h)       The Rights Agent and any shareholder, director, officer
     or employee of the Rights Agent may buy, sell or deal in any of
     the Rights or other securities of the Company or become
     pecuniarily interested in any transaction in which the Company
     may be interested, or contract with or lend money to the Company
     or otherwise act as fully and freely as though it were not Rights
     Agent under this Agreement.  Nothing herein shall preclude the
     Rights Agent from acting in any other capacity for the Company or
     for any other legal entity.

          (i)       The Rights Agent may execute and exercise any of the
     rights or powers hereby vested in it or perform any duty
     hereunder either itself or by or through its attorneys or agents,
     and the Rights Agent shall not be answerable or accountable for
     any act, default, neglect or misconduct of any such attorneys or
     agents or for any loss to the Company resulting from any such
     act, default, neglect or misconduct, PROVIDED, that reasonable
     care was exercised in the selection and continued employment
     thereof.

          (j)       No provision of this Agreement shall require the Rights
     Agent to expend or risk its own funds or otherwise incur any
     financial liability in the performance of any of its duties
     hereunder or in the exercise of its rights if there shall be
     reasonable grounds for believing that repayment of such funds or
     adequate indemnification against such risk or liability is not
     reasonably assured to it.

          (k)       If, with respect to any Rights Certificate surrendered
     to the Rights Agent for exercise or transfer, the certificate
     attached to the form of assignment or form of election to
     purchase, as the case may be, has either not been completed or
     indicates an affirmative response to clause 1 and/or 2 thereof,
     the Rights Agent shall not take any further action with respect
     to such requested exercise or transfer without first consulting
     with the Company.

          (l)       The Rights Agent shall have no responsibility to the
     Company, any holders of Rights or any holders of shares of Common
     Stock for interest or earnings on any moneys held by the Rights
     Agent pursuant to this Agreement.

          (m)       The Rights Agent shall not be required to take notice
     or be deemed to have notice of any event or condition hereunder,
     including, but not limited to, a Distribution Date, a Redemption
     Date, any adjustment of the Purchase Price of the Common Stock,
     and adjustment to the Purchase Price of the Preferred Stock, the
     existence of an Acquiring Person or any other event or condition
     that may require action by the Rights Agent, unless the Rights
     Agent shall be specifically notified in writing of such event or
     condition by the Company, and all notices or other instruments
     required by this Agreement to be delivered to the Rights Agent
     must, in order to be effective, be received by the Rights Agent
     as specified in Section 26 hereof, and in the absence of such
     notice <PAGE> so delivered, the Rights Agent may conclusively
     assume no such event or condition exists.

     SECTION 21.    CHANGE OF RIGHTS AGENT.  The Rights Agent or any
successor Rights Agent may resign and be discharged from its
duties under this Agreement upon thirty (30) days' notice in
writing to the Company and shall provide notice thereof to each
transfer agent of the Common Stock or Preferred Stock by
registered or certified mail and to the holders of the Rights
Certificates in accordance with Section 26 hereof, (or if prior
to the Distribution Date, to the holders of Rights through any
filing made by the Company pursuant to the Exchange Act).  The
Company may remove the Rights Agent or any successor Rights Agent
upon thirty (30) days' notice in writing to the Rights Agent or
successor Rights Agent, as the case may be, and shall provide
notice thereof to each transfer agent of the Common Stock and
Preferred Stock by registered or certified mail and to the
holders of the Rights Certificates in accordance with Section 26
hereof (or, if prior to the Distribution Date, to the holders of
Rights through any filing made by the Company pursuant to the
Exchange Act).  If the Rights Agent shall resign or be removed or
shall otherwise become incapable of acting, the Company shall
appoint a successor to the Rights Agent.  If the Company shall
fail to make such appointment within a period of thirty (30) days
after giving notice of such removal or after it has been notified
in writing of such resignation or incapacity by the resigning or
incapacitated Rights Agent or by the record holder of a Rights
Certificate (who shall, with such notice, submit his Rights
Certificate for inspection by the Company), then the Company
shall become the Rights Agent until a successor Rights Agent has
been appointed, and any record holder of any Rights Certificate
or the Rights Agent may apply to any court of competent
jurisdiction for the appointment of a new Rights Agent.  Any
successor Rights Agent, whether appointed by the Company or by
such a court, shall be a corporation or banking association
organized and doing business under the laws of the United States
or of the State of Missouri (or of any other state of the United
States so long as such corporation is authorized to do business
as a banking institution in the State of Missouri), in good
standing, which is authorized under such laws to exercise
corporate trust powers and is subject to supervision or
examination by federal or state authority and which has at the
time of its appointment as Rights Agent a combined capital and
surplus of at least $25,000,000.  After appointment, the
successor Rights Agent shall be vested with the same powers,
rights, duties and responsibilities as if it had been originally
named as Rights Agent without further act or deed and the rights
and obligations of the predecessor shall cease and terminate, but
the predecessor Rights Agent shall deliver and transfer to the
successor Rights Agent any property at the time held by it
hereunder, and execute and deliver any further assurance,
conveyance, act or deed necessary for the purpose.  Not later
than the effective date of any such appointment, the Company
shall file notice thereof in writing with the predecessor Rights
Agent and each transfer agent of the Common Stock and the
Preferred Stock, and mail a notice thereof in writing to the
holders of the Rights Certificates in accordance with Section 26
hereof (or, if prior to the Distribution Date, give notice to the
holders of Rights through any filing made by the Company pursuant
to the Exchange Act).  Failure to give any notice provided for in
this Section 21, however, or any defect therein, shall not affect
the legality or validity of the resignation or removal of the
Rights Agent or the appointment of the successor Rights Agent, as
the case may be.

     SECTION 22.    ISSUANCE OF NEW RIGHTS CERTIFICATES.
Notwithstanding any of the provisions of this Agreement or of the
Rights to the contrary, the Company may, at its option, <PAGE>
issue new Rights Certificates evidencing Rights in such form as
may be approved by its Board of Directors to reflect any
adjustment or change in the Purchase Price or the number or kind
or class of shares or other securities or property purchasable
under the Rights Certificates made in accordance with the
provisions of this Agreement.  In addition, in connection with
the issuance or sale of shares of Common Stock following the
Distribution Date and prior to the redemption or expiration of
the Rights, the Company (a) shall, with respect to shares of
Common Stock so issued or sold pursuant to the exercise of stock
options or under any employee plan or arrangement, granted or
awarded as of the Distribution Date, or upon the exercise,
conversion or exchange of securities hereinafter issued by the
Company, and (b) may, in any other case, if deemed necessary or
appropriate by the Board of Directors, issue Rights Certificates
representing the appropriate number of Rights in connection with
such issuance or sale; PROVIDED, HOWEVER, that (i) no such Rights
Certificates shall be issued and this sentence shall be null and
void ab initio if, and to the extent that, the Company shall be
advised by counsel that such issuance would create a significant
risk of material adverse tax consequences to the Company or the
Person to whom such Rights Certificate would be issued, and (ii)
no such Rights Certificate shall be issued if, and to the extent
that, appropriate adjustment shall otherwise have been made in
lieu of the issuance thereof.

     SECTION 23.    REDEMPTION AND TERMINATION.

          (a)       REDEMPTION OF RIGHTS.  The Board of Directors, at its
     option, at any time prior to the earlier of (i) the Close of
     Business on the tenth Business Day following the Stock
     Acquisition Date (or, if the Stock Acquisition Date shall have
     occurred prior to the Record Date, the Close of Business on the
     tenth Business Day following the Record Date), or (ii) the Final
     Expiration Date, redeem all but not less than all the then
     outstanding Rights at a redemption price of $.01 per Right (such
     redemption price being hereinafter referred to as the "REDEMPTION
     PRICE").  Notwithstanding anything contained in this Agreement to
     the contrary, the Rights shall not be exercisable after the first
     occurrence of a Section 11(a)(ii) Event until such time as the
     Company's right of redemption hereunder has expired.  The Company
     may, at its option, pay the Redemption Price in cash, shares of
     Common Stock (based on the Current Market Price of the Common
     Stock at the time of redemption) or any other form of
     consideration deemed appropriate by the Board of Directors.  The
     redemption of the Rights may be made effective at such time, on
     such basis and with such conditions as the Board of Directors in
     its sole discretion may establish.

          (b)       TERMINATION OF EXERCISE RIGHTS; NOTICE OF REDEMPTION.
     Immediately upon the action of the Board of Directors ordering
     the redemption of the Rights pursuant to Section 23(a) hereof
     (or at such later time as the Board of Directors may establish
     for the effectiveness of such redemption) and without any further
     action and without any notice, the right to exercise the Rights
     will terminate and the only right thereafter of the holders of
     Rights shall be to receive the Redemption Price for each Right so
     held.  Promptly after the action by the Board of Directors
     ordering the redemption of the Rights becoming effective, the
     Company shall provide notice of such redemption to the Rights
     Agent and the holders of the then outstanding Rights in
     accordance with Section 26 (provided that the failure to provide,
     or any defect in, such notice shall not affect the validity of
     such redemption).  Any notice that is provided in the manner
     herein provided shall be deemed <PAGE> given, whether or not the
     record holder receives the notice.  Each such notice of
     redemption will state the method by which the payment of the
     Redemption Price will be made.

     SECTION 24.    EXCHANGE.

          (a)       EXCHANGE.  The Board of Directors may, at its option,
     at any time after any Person becomes an Acquiring Person,
     exchange all or part of the then outstanding and exercisable
     Rights (which shall not include Rights that have become void
     pursuant to the provisions of Section 7(e) hereof) for shares of
     Common Stock at an exchange ratio of one share of Common Stock
     per Right, appropriately adjusted to reflect any stock split,
     stock dividend or similar transaction occurring after the date
     hereof (such exchange ratio being hereinafter referred to as the
     "EXCHANGE RATIO"), provided that the shares of Common Stock so
     exchanged shall be of the same class or series which the holders
     of such Rights would have been entitled to receive upon the
     exercise thereof.  Notwithstanding the foregoing, the Board of
     Directors shall not be empowered to effect such exchange at any
     time after any Person (other than an Exempted Person), together
     with all Affiliates and Associates of such Person, becomes the
     Beneficial Owner of Voting Securities of the Company then
     outstanding representing 50% or more of the Voting Power of the
     Company.

          (b)       TERMINATION OF EXERCISE RIGHT.  Immediately upon the
     action of the Board of Directors ordering the exchange of any
     Rights pursuant to Section 24(a) hereof and without any further
     action and without any notice, the right to exercise such Rights
     shall terminate and the only right thereafter of a holder of such
     Rights shall be to receive that number of shares of Common Stock
     equal to the number of such Rights held by such holder multiplied
     by the Exchange Ratio, provided that the shares of Common Stock
     so exchanged shall be of the same class or series which the
     holder of such Rights would have been entitled to receive upon
     the exercise thereof.  The Company shall promptly make a public
     announcement of any such exchange; PROVIDED, HOWEVER, that the
     failure to make, or any defect in, such public announcement shall
     not affect the validity of such exchange.  Promptly after the
     action of the Board of Directors ordering the exchange of the
     Rights becoming effective, the Company shall provide notice of
     such exchange to the Rights Agent and all of the holders of the
     then outstanding Rights in accordance with Section 26 hereof
     (provided that the failure to give, or any defect in, such notice
     shall not affect the validity of such exchange).  Any notice that
     is mailed in the manner provided in Section 26 hereof shall be
     deemed given, whether or not the holder receives the notice.
     Each such notice of exchange will state the method by which the
     exchange of the shares of Common Stock for Rights will be
     effected and, in the event of any partial exchange, the number of
     Rights that will be exchanged.  Any partial exchange shall be
     effected based on the number of Rights (other than Rights that
     have become void pursuant to the provisions of Section 7(e)
     hereof) held by each holder of Rights.

          (c)       SUBSTITUTION OF PREFERRED STOCK.  In the event that
     there shall not be authorized and unissued shares of the
     applicable class or series of Common Stock and/or authorized and
     issued shares of the applicable class or series of Common Stock
     held in its treasury sufficient to permit any exchange of Rights
     as contemplated in accordance with this <PAGE> Section 24, the
     Company shall take all such action as may be necessary to
     authorize additional shares of the applicable class or series of
     Common Stock for issuance upon exchange of the Rights.  In the
     event the Company shall, after good faith effort, be unable to
     take all such action as may be necessary to authorize such
     additional shares of the applicable class or series of Common
     Stock, the Company shall substitute, for each share of such class
     or series of Common Stock that would otherwise be issuable upon
     exchange of a Right, a number of shares of the applicable series
     of Preferred Stock or fraction thereof (subject to Section 14(b)
     hereof) such that the Current Market Price per share of the
     applicable series of Preferred Stock multiplied by such number or
     fraction is equal to the Current Market Price per share of such
     class or series of Common Stock as of the date of issuance of
     such shares of such series of Preferred Stock or fraction
     thereof.

          (d)       FRACTIONAL SHARES OF COMMON STOCK.  The Company shall
     not issue fractions of shares of Common Stock or distribute
     certificates that evidence fractional shares of Common Stock upon
     an exchange of Rights for Common Stock pursuant to this Section
     24.  In lieu of such fractional shares of Common Stock, the
     Company shall pay to the registered holders of the Right
     Certificates with regard to which fractional shares of Common
     Stock would otherwise be issuable an amount in cash equal to the
     same fraction of the Current Market Price per share of the
     applicable class or series of Common Stock as of the Trading Day
     immediately prior to the record date of exchange pursuant to this
     Section 24.

     SECTION 25.    NOTICE OF CERTAIN EVENTS.

          (a)       NOTICE OF DIVIDEND PAYMENT, DISTRIBUTION OF RIGHTS OR
     WARRANTS, RECLASSIFICATION, CONSOLIDATION, MERGER, SALE,
     LIQUIDATION, ETC.  In case the Company shall propose, at any time
     after the Distribution Date, (i) to pay any dividend payable in
     stock of any class to the holders of Preferred Stock or to make
     any other distribution to the holders of Preferred Stock (other
     than a regular quarterly cash dividend out of earnings or
     retained earnings of the Company), or (ii) to offer to the
     holders of Preferred Stock rights or warrants to subscribe for or
     to purchase any additional shares of Preferred Stock or shares of
     stock of any class or any other securities, rights or options, or
     (iii) to effect any reclassification of its Preferred Stock
     (other than a reclassification involving only the subdivision of
     outstanding shares of Preferred Stock), or (iv) to effect any
     consolidation or merger into or with any other Person (other than
     a Subsidiary of the Company in a transaction that complies with
     Section 11(n) hereof), or to effect any sale or other transfer
     (or to permit one or more of its Subsidiaries to effect any sale
     or other transfer), in one transaction or a series of related
     transactions, of more than 50% of the assets or earning power of
     the Company and its Subsidiaries (taken as a whole) to any other
     Person or Persons (other than the Company and/or any of its
     Subsidiaries in one or more transactions each of which complies
     with Section 11(n) hereof), or (v) to effect the liquidation,
     dissolution or winding up of the Company, then, in each such
     case, the Company shall give to each holder of a Rights
     Certificate and to the Rights Agent, to the extent feasible and
     in accordance with Section 26 hereof, a notice of such proposed
     action, which shall specify the record date for the purposes of
     such stock dividend, distribution of rights or warrants, or the
     date on which such reclassification, consolidation, merger, sale,
     transfer, liquidation, dissolution, or winding up is to take
     <PAGE> place and the date of participation therein by the holders
     of the shares of Preferred Stock, if any such date is to be
     fixed, and such notice shall be so given in the case of any
     action covered by clause (i) or (ii) above at least twenty (20)
     days prior to the record date for determining holders of the
     shares of Preferred Stock for purposes of such action, and in the
     case of any such other action, at least twenty (20) days prior to
     the date of the taking of such proposed action or the date of
     participation therein by the holders of the shares of Preferred
     Stock, whichever shall be the earlier.

          (b)       NOTICE OF SECTION 11(A)(II) EVENT.  In the event that a
     Section 11(a)(ii) Event shall occur, then in any such case (i)
     the Company shall as soon as practicable thereafter give to each
     holder of a Rights Certificate and to the Rights Agent, to the
     extent feasible and in accordance with Section 26 hereof, a
     notice of the occurrence of such event, which shall specify the
     event and the consequences of the event to holders of Rights
     under Section 11(a)(ii) hereof, and (ii) all references in
     Section 25(a) to Preferred Stock shall be deemed thereafter to
     refer to Common Stock and/or, if appropriate, other securities of
     the Company.

     SECTION 26.    NOTICES.  Notices or demands authorized by this
Agreement to be given or made by the Rights Agent or by the
holder of any Rights Certificate to or on the Company shall be
sufficiently given or made if sent by first-class mail, postage
prepaid, addressed (until another address is filed in writing
with the Rights Agent) as follows:

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

Subject to the provisions of Section 21, any notice or demand
authorized by this Agreement to be given or made by the Company
or by the holder of any Rights Certificate to or on the Rights
Agent shall be sufficiently given or made upon receipt by the
Rights Agent, if sent by registered or certified mail, postage
prepaid, addressed (until another address is filed in writing
with the Company) as follows:

               The Exchange National Bank of Jefferson City, as
               Rights Agent
               132 E. High Street
               Jefferson City, MO 65101
               Attention: President

Notices or demands authorized by this Agreement to be given or
made by the Company or the Rights Agent to the holder of any
Rights Certificate (or, if prior to the Distribution Date, to the
holder of certificates representing shares of Common Stock) shall
be sufficiently given or made if sent by first-class mail,
postage prepaid, addressed to such holder at the address of such
holder as shown on the registry books of the Rights Agent (or, if
prior to the Distribution Date, on the registry books of the
transfer agent for the Common Stock of the Company).

     SECTION 27.    SUPPLEMENTS AND AMENDMENTS.  Except as provided in
the penultimate sentence of this Section 27, for so long as the
Rights are then redeemable, the Company may in <PAGE> its sole
and absolute discretion, and the Rights Agent shall if the
Company so directs, supplement or amend any provision of this
Agreement without the approval of any holders of the Rights.  At
any time when the Rights are no longer redeemable, except as
provided in the penultimate sentence of this Section 27, the
Company may, and the Rights Agent shall if the Company so
directs, supplement or amend this Agreement without the approval
of any holders of Rights Certificates in order to (i) cure any
ambiguity, (ii) correct or supplement any provision contained
herein that may be defective or inconsistent with any other
provisions herein, (iii) shorten or lengthen any time period
hereunder, or (iv) change or supplement the provisions hereunder
in any manner that the Company may deem necessary or desirable;
provided that no such supplement or amendment adversely affects
the interests of the holders of Rights as such (other than an
Acquiring Person or an Affiliate or Associate of an Acquiring
Person) and no such amendment may cause the Rights again to
become redeemable or cause the Agreement again to become
amendable other than in accordance with this sentence.
Notwithstanding anything contained in this Agreement to the
contrary, no supplement or amendment shall be made which changes
the Redemption Price.  Upon the delivery of a certificate from an
appropriate officer of the Company that states that the proposed
supplement or amendment is in compliance with the terms of this
Section 27, the Rights Agent shall execute such supplement or
amendment; PROVIDED, HOWEVER, that the Rights Agent may, but
shall not be obligated to, enter into any such supplement or
amendment that adversely affects the Rights Agent's own rights,
duties or immunities under this Agreement.  Prior to the
Distribution Date, the interests of the holders of Rights shall
be deemed coincident with the interests of the holders of Common
Stock.

     SECTION 28.    SUCCESSORS.  All the covenants and provisions of
this Agreement by or for the benefit of the Company or the Rights
Agent shall bind and inure to the benefit of their respective
successors and assigns hereunder.

     SECTION 29.    DETERMINATIONS AND ACTIONS BY THE BOARD OF
DIRECTORS.  For all purposes of this Agreement, any calculation
of the number of shares of Common Stock outstanding at any
particular time, including for purposes of determining the
particular percentage of such outstanding shares of Common Stock
of which any Person is the Beneficial Owner, shall be made in
accordance with the last sentence of Rule 13d-3(d)(1)(i) of the
General Rules and Regulations under the Exchange Act, as amended
and in effect on the date hereof.  The Board of Directors, except
as otherwise specifically provided for herein, shall have the
exclusive power and authority to administer this Agreement and to
exercise all rights and powers specifically granted to the Board
of Directors or to the Company, or as may be necessary or
advisable in the administration of this Agreement, including,
without limitation, the right and power to (i) interpret the
provisions of this Agreement, and (ii) make all determinations
deemed necessary or advisable for the administration of this
Agreement (including a determination to redeem or not redeem the
Rights or to amend the Agreement).  All such actions,
calculations, interpretations and determinations (including, for
purposes of clause (y) below, all omissions with respect to the
foregoing) which are done or made by the Board of Directors in
good faith shall (x) be final, conclusive and binding on the
Company, the Rights Agent, the holders of the Rights Certificates
(and, prior to the Distribution Date, record holders of the
Common Stock) and all other parties, and (y) not subject the
Board of Directors to any liability to the holders of the Rights.

     SECTION 30.    BENEFITS OF THIS AGREEMENT.  Nothing in this
Agreement shall be construed to give to any Person other than the
Company, the Rights Agent and the record holders of the <PAGE>
Rights Certificates (and, prior to the Distribution Date, record
holders of the Common Stock) any legal or equitable right, remedy
or claim under this Agreement; but this Agreement shall be for
the sole and exclusive benefit of the Company, the Rights Agent
and the record holders of the Rights Certificates (and, prior to
the Distribution Date, record holders of the Common Stock).

     SECTION 31.    SEVERABILITY.  If any term, provision, covenant or
restriction of this Agreement is held by a court of competent
jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants
and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated;
provided, however, that notwithstanding anything in this
Agreement to the contrary, if any such term, provision, covenant
or restriction is held by such court or authority to be invalid,
void or unenforceable and the Board of Directors of the Company
determines in its good faith judgment that severing the invalid
language from this Agreement would adversely affect the purpose
or effect of this Agreement, the right of redemption set forth in
Section 23 hereof shall be reinstated and shall not expire until
the Close of Business on the tenth Business Day (or such longer
period of time as permitted pursuant to Section 27 of this
Agreement) following the date of such determination by the Board
of Directors.  Without limiting the foregoing, if any provision
requiring that a determination be made by less than the entire
Board of Directors (or at a time or with the concurrence of a
group of directors consisting of less than the entire Board of
Directors) is held by a court of competent jurisdiction or other
authority to be invalid, void or unenforceable, such
determination shall then be made by the Board of Directors in
accordance with applicable law and the Company's Articles of
Incorporation and Bylaws.

     SECTION 32.    GOVERNING LAW.  This Agreement, each Right and
each Rights Certificate issued hereunder shall be deemed to be a
contract made under the laws of the State of Missouri and for all
purposes shall be governed by and construed in accordance with
the laws of such State applicable to contracts made and to be
performed entirely within such State.

     SECTION 33.    COUNTERPARTS.  This Agreement may be executed in
any number of counterparts, each of such counterparts shall for
all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same
instrument.

     SECTION 34.    DESCRIPTIVE HEADINGS.  Descriptive headings of the
Sections of this Agreement are inserted for convenience of
reference only and shall not control or affect the meaning or
construction of any of the provisions hereof.

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and their respective corporate
seals to be hereunto affixed and attested, all as of the day and
year first above written.

                              EXCHANGE NATIONAL BANCSHARES, INC.
     [SEAL]

                              By: /s/ Donald L. Campbell
                                  Donald L. Campbell
                                  Chairman of the Board and
                                  President
ATTEST:

By: /s/ Kathleen L. Bruegenhemke
       Kathleen L. Bruegenhemke
       Secretary

                              THE EXCHANGE NATIONAL BANK OF
                              JEFFERSON CITY, as Rights Agent

     [SEAL]

                              By:  /s/ David T. Turner
                                     David T. Turner
                                     President
ATTEST:


By: /s/  Gary Collins
    Gary Collins
    Senior Vice President

<PAGE>




















                                                        EXHIBIT A

               FORM OF CERTIFICATE OF DESIGNATION
                   OF SERIES A PREFERRED STOCK
                               OF
               EXCHANGE NATIONAL BANCSHARES, INC.

              Pursuant to Section 351.180.7 of the
        General and Business Corporation Law of Missouri

          We, Donald L. Campbell, President, and Kathleen L.
Bruegenhemke, Secretary of Exchange National Bancshares, Inc., a
corporation organized and existing under the General and Business
Corporation Law of Missouri (the "Corporation"), in accordance
with the provisions of Section 351.180.7 thereof, DO HEREBY
CERTIFY:

          That pursuant to the authority conferred upon the Board
of Directors by the Articles of Incorporation, as amended, of the
Corporation, the Board of Directors on May 24, 2000, adopted the
following resolution creating a series of Ten Thousand
(10,000) shares of Preferred Stock designated as Series A
Preferred Stock, $0.01 par value:

          RESOLVED, that pursuant to the authority vested in
     the Board of Directors of this Corporation in
     accordance with the provisions of its Articles of
     Incorporation, as amended (the "Articles of
     Incorporation"), a series of Preferred Stock, $0.01 par
     value, of the Corporation be and it hereby is created,
     and that the designation and amount thereof and the
     voting powers, preferences and relative, participating,
     optional and other special rights of the shares of such
     series, and the qualifications, limitations and
     restrictions thereof are as follows:

          Section 1.     DESIGNATION AND AMOUNT.  The shares
     of such series shall be designated as "Series A
     Preferred Stock" and the number of shares constituting
     such series shall be Ten Thousand (10,000).  Such
     number of shares may be increased or decreased by
     resolution of the Board of Directors, provided that no
     decrease shall reduce the number of shares of Series A
     Preferred Stock to a number less than the number of
     shares outstanding plus the number of shares reserved
     for issuance upon the exercise of outstanding rights to
     purchase or convert into shares of Series A Preferred
     Stock.

          Section 2.     DIVIDENDS AND DISTRIBUTIONS.

               (A)  Subject to the prior and superior rights
          of the holders of any shares of any series of
          Preferred Stock ranking prior and superior to the
          shares of Series A Preferred Stock with respect to
          dividends, the holders of shares of Series A
          Preferred Stock, in preference to the holders of
          Common Stock, par value $1.00 per share (the
          "Common Stock"), of the Corporation and of any
          other class of stock ranking junior (either as to
          dividends or upon liquidation, dissolution or
          winding up) to the shares of Series A Preferred
          Stock (together with the Common Stock, the "Junior
          <PAGE> Stock"), shall be entitled to receive,
          when, as and if declared by the Board of Directors
          out of funds legally available for the purpose,
          dividends payable in cash in an amount per share
          (rounded to the nearest cent), equal to the
          product of the Series A Multiple (as defined
          below) then in effect times the aggregate per
          share amount of all cash dividends declared (but
          not withdrawn) on the Common Stock, plus the
          product of the Series A Multiple then in effect
          times the aggregate per share amount (payable in
          cash, based upon the fair market value at the time
          the non-cash dividend or other distribution is
          declared as determined in good faith by the Board
          of Directors) of all non-cash dividends or other
          distributions (other than a dividend payable in
          shares of Common Stock, or a subdivision of the
          outstanding shares of Common Stock (by
          reclassification or otherwise)), declared (but not
          withdrawn) on the Common Stock.

               (B)  As used herein, the Series A Multiple
          shall initially be 1,000.  In the event the
          Corporation shall (i) declare any dividend on
          Common Stock payable in shares of Common Stock,
          (ii) subdivide the outstanding Common Stock, or
          (iii) combine the outstanding Common Stock into a
          smaller number of shares, then in each such case
          the Series A Multiple shall be adjusted by
          multiplying such amount by a fraction the
          numerator of which is the number of shares of
          Common Stock outstanding immediately after such
          event and the denominator of which is the number
          of shares of Common Stock that were outstanding
          immediately prior to such event.

               (C)  The Board of Directors of the
          Corporation shall not declare a dividend or
          distribution on the Common Stock (other than a
          dividend payable in shares of Common Stock) unless
          it shall concurrently therewith declare a dividend
          or distribution on the Series A Preferred Stock.
          Payment of a dividend or distribution determined
          on the Series A Preferred Stock shall be in
          preference to payment of any dividend or
          distribution on any Junior Stock.

               (D)  The Board of Directors may fix a record
          date for the determination of holders of shares of
          Series A Preferred Stock entitled to receive
          payment of a dividend or distribution declared
          thereon, which record date shall be no more than
          thirty (30) days prior to the date fixed for the
          payment thereof.

          Section 3.     VOTING RIGHTS.  Except as otherwise
     provided herein or by law and in addition to any rights
     provided in the Articles of Incorporation, the holders
     of shares of Series A Preferred Stock shall have the
     following voting rights:

               (A)  Each share of Series A Preferred Stock
          shall entitle the holder thereof to a number of
          votes on all matters submitted to the shareholders
          of the Corporation equal to the product of the
          Series A <PAGE> Multiple then in effect times the
          number of votes that each share of Common Stock
          entitles its holder to vote at a meeting of the
          shareholders of the Corporation.

               (B)  The holders of shares of Series A
          Preferred Stock and the holders of shares of
          Common Stock and any other capital stock of the
          Corporation having general voting rights shall
          vote together as one class on all matters
          submitted to a vote of shareholders of the
          Corporation.

               (C)  The holders of Series A Preferred Stock
          shall have no special voting rights and their
          consent shall not be required (except to the
          extent they are entitled to vote with holders of
          Common Stock as set forth herein) for taking any
          corporate action.

          Section 4.     CERTAIN RESTRICTIONS.

               (A)  Whenever dividends or distributions
          payable on the Series A Preferred Stock as
          provided in Section 2 are in arrears, thereafter
          and until all accrued and unpaid dividends and
          distributions on shares of Series A Preferred
          Stock outstanding shall have been paid in full,
          the Corporation shall not:

                    (i)  declare or pay dividends (other
               than a dividend payable in shares of Common
               Stock) on, make any other distributions on,
               or redeem or purchase or otherwise acquire
               for consideration any shares of Junior Stock;

                    (ii)      declare or pay dividends on or
               make any other distributions on any shares of
               stock ranking on a parity (either as to
               dividends or upon liquidation, dissolution or
               winding up) with the Series A Preferred Stock
               ("Parity Stock"), except dividends paid
               ratably on the Series A Preferred Stock and
               all such Parity Stock on which dividends are
               payable or in arrears in proportion to the
               total amounts to which the holders of all
               such shares are then entitled;

                    (iii)     redeem or purchase or
               otherwise acquire for consideration shares of
               any Parity Stock, provided that the
               Corporation may at any time redeem, purchase
               or otherwise acquire shares of any such
               Parity Stock in exchange for shares of any
               Junior Stock; or

                    (iv)      purchase or otherwise acquire
               for consideration any shares of Series A
               Preferred Stock, or any shares of Parity
               Stock, except in accordance with a purchase
               offer made in writing or by publication (as
               determined by the Board of Directors) to all
               holders of such shares upon such terms as the
               Board of Directors, after consideration of
               the respective annual dividend rates and
               other <PAGE> relative rights and preferences
               of the respective series and classes, shall
               determine in good faith will result in fair
               and equitable treatment among the respective
               series or classes.

               (B)  The Corporation shall not permit any
          subsidiary of the Corporation to purchase or
          otherwise acquire for consideration any shares of
          stock of the Corporation unless the Corporation
          could, under paragraph (A) of this Section 4,
          purchase or otherwise acquire such shares at such
          time and in such manner.

          Section 5.     REACQUIRED SHARES.  Any shares of
     Series A Preferred Stock purchased or otherwise
     acquired by the Corporation in any manner whatsoever
     shall be retired and canceled promptly after the
     acquisition thereof.  All such shares shall upon their
     cancellation become authorized but unissued shares of
     Preferred Stock and may be reissued as part of a new
     series of Preferred Stock to be created by resolution
     or resolutions of the Board of Directors, subject to
     the conditions and restrictions on issuance set forth
     herein, in the Articles of Incorporation, in any other
     Certificate of Designation establishing a series of
     Preferred Stock or any similar stock or as otherwise
     required by law.

          Section 6.     LIQUIDATION, DISSOLUTION OR WINDING
     UP.

               (A)  In the event of any voluntary or
          involuntary liquidation, dissolution or winding up
          of the Corporation, the holders of the shares of
          Series A Preferred Stock shall be entitled to
          receive, in preference to the holders of any
          Junior Stock, the greater of (a) $1,000.00 per
          share, plus accrued dividends to the date of
          distribution, whether or not earned or declared,
          or (b) an amount per share equal to the product of
          the Series A Multiple then in effect times the
          aggregate amount to be distributed per share to
          holders of Common Stock.

                    (B)  In the event of any voluntary or
          involuntary liquidation, dissolution or winding up
          of the Corporation, the holders of Parity Stock
          shall not receive any distributions except for
          distributions made ratably on the Series A
          Preferred Stock and all other such Parity Stock in
          proportion to the total amounts to which the
          holders of all such shares are entitled upon such
          liquidation, dissolution or winding up.

          Section 7.     CONSOLIDATION, MERGER, ETC.  In
     case the Corporation shall enter into any
     consolidation, merger, combination or other transaction
     in which the shares of Common Stock are exchanged for
     or changed into other stock or securities, cash and/or
     any other property, then in any such case the shares of
     the Series A Preferred Stock shall at the same time be
     similarly exchanged or changed in an amount per share
     equal to the product of the Series A Multiple then in
     effect times the aggregate amount of stock, securities,
     cash and/or any other property (payable in kind), as
     the case may be, into which or for which each share of
     Common Stock is changed or exchanged.

<PAGE>

          Section 8.     NO REDEMPTION.  The shares of
     Series A Preferred Stock shall not be redeemable.

          Section 9.     RANKING.  The Series A Preferred
     Stock shall rank junior to all other series of the
     Corporation's Preferred Stock, or any similar stock
     that specifically provides that it shall rank prior to
     the shares of Series A Preferred Stock, as to the
     payment of dividends and the distribution of assets,
     unless the terms of any such series shall provide
     otherwise.  Nothing herein shall preclude the Board of
     Directors from creating any series of Preferred Stock
     or any similar stock ranking on a parity with or prior
     to the shares of Series A Preferred Stock as to the
     payment of dividends or the distribution of assets.

          Section 10.    FRACTIONAL SHARES.  Series A
     Preferred Stock may be issued in fractions of a share
     which shall entitle the holder, in proportion to such
     holder's fractional shares, to exercise voting rights,
     receive dividends, participate in distributions and to
     have the benefit of all other rights of holders of
     Series A Preferred Stock.

          Section 11.    AMENDMENT.  The Articles of
     Incorporation, including this Certificate of
     Designation establishing the shares of the Series A
     Preferred Stock, shall not be amended in any manner
     that would materially alter or change the powers,
     preferences or special rights of the Series A Preferred
     Stock so as to affect them adversely without the
     affirmative vote of the holders of two-thirds or more
     of the outstanding shares of Series A Preferred Stock
     voting separately as a class.


     <PAGE>

     IN WITNESS WHEREOF, this Certificate is executed on
behalf of the Corporation by its president and attested by
it Secretary this 24th day of May, 2000.

                                   /s/ Donald L. Campbell
                                   Donald L. Campbell
                                   President
ATTEST:

/s/ Kathleen L. Bruegenhemke
Kathleen L. Bruegenhemke
Secretary




STATE OF MISSOURI   )
                    ) ss.
COUNTY OF COLE      )

     BE IT REMEMBERED, that before me, a notary public in and for
the aforesaid county and state, personally appeared Donald L.
Campbell, President, and Kathleen L. Bruegenhemke,  Secretary, of
Exchange National Bancshares, Inc., a Missouri corporation, who
are known to me to be the same persons who executed the foregoing
instrument, and duly acknowledged the execution of the same this
24th day of May, 2000.


                                        /s/ Arla Surls
                                        Notary Public

My commission expires:

   2/16/03

<PAGE>


                                                  EXHIBIT B
                   FORM OF RIGHTS CERTIFICATE

Certificate No. R-                                      Rights

NOT EXERCISABLE AFTER MAY 23, 2010 OR EARLIER IF REDEEMED BY THE
COMPANY.  THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF
THE COMPANY, AT $.01 PER RIGHT ON THE TERMS SET FORTH IN THE
RIGHTS AGREEMENT.  UNDER CERTAIN CIRCUMSTANCES, RIGHTS
BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS
DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF
SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY
THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A
PERSON WHO IS OR WAS AN ACQUIRING PERSON OR AN AFFILIATE OR
ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN
THE RIGHTS AGREEMENT).  ACCORDINGLY, THIS RIGHTS CERTIFICATE AND
THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE
CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE RIGHTS AGREEMENT.]
[FN]

                       RIGHTS CERTIFICATE

               EXCHANGE NATIONAL BANCSHARES, INC.

     This certifies that ______________________, or registered
assigns, is the registered owner of the number of Rights set
forth above, each of which entitles the owner thereof, subject to
the terms, provisions and conditions of the Rights Agreement,
dated as of May 24, 2000, as amended (the "Rights Agreement"),
between Exchange National Bancshares, Inc., a Missouri
corporation (the "Company"), and The Exchange National Bank of
Jefferson City, a national banking association (the "Rights
Agent"), to purchase from the Company at any time after the
Distribution Date (as such term is defined in the Rights
Agreement) and at any time prior to 5:00 p.m. (central time) on
May 23, 2010 at the office or offices of the Rights Agent
designated for such purpose, or its successors as Rights Agent,
one one-thousandth of a fully paid, nonassessable share of Series
A Preferred Stock (the "Preferred Stock") of the Company, at a
purchase price of $150 per one one-thousandth of a share (the
"Purchase Price"), upon presentation and surrender of this Rights
Certificate with the Form of Election to Purchase and related
Certification duly executed.  The number of Rights evidenced by
this Rights Certificate (and the number of one one-thousandths of
a share of Preferred Stock that may be purchased upon exercise
thereof) set forth above, and the Purchase Price per share set
forth above, are the number and Purchase Price as of May 24,
2000, based on the Preferred Stock as constituted at such date.
As provided in the Rights Agreement, the Purchase Price and the
number and kind of shares of Preferred Stock or other securities
of the Company or any other Person (as such term is

[FN] The portion of the legend in brackets will be inserted only
     if applicable and shall replace the preceding sentence.
     </FN>


     <PAGE>


defined in the Rights Agreement) that may be purchased upon the
exercise of the Rights evidenced by this Rights Certificate are
subject to modification and adjustment upon the happening of
certain events including a Triggering Event (as such term is
defined in the Rights Agreement).

     Upon the occurrence of a Section 11(a)(ii) Event (as such
term is defined in the Rights Agreement), if the Rights evidenced
by this Rights Certificate are beneficially owned by (i) an
Acquiring Person or an Affiliate or Associate of any such
Acquiring Person (as such terms are defined in the Rights
Agreement), (ii) a transferee of any such Acquiring Person,
Affiliate or Associate, or (iii) under certain circumstances
specified in the Rights Agreement, a transferee of a person who,
after such transfer, became an Acquiring Person or an Affiliate
or Associate of an Acquiring Person, such Rights shall become
null and void and no holder hereof shall have any right with
respect to such Rights from and after the occurrence of such
Section 11(a)(ii) Event.

     This Rights Certificate is subject to all of the terms,
provisions and conditions of the Rights Agreement, which terms,
provisions and conditions are hereby incorporated herein by
reference and made a part hereof and to which reference is hereby
made for a full description of the rights, limitations of rights,
obligations, duties and immunities hereunder of the Rights Agent,
the Company and the holders of the Rights Certificates, which
limitations of rights include the temporary suspension of the
exercisability of such Rights under the specific circumstances
set forth in the Rights Agreement.  Copies of the Rights
Agreement are on file at the above-mentioned office of the Rights
Agent and are also available upon written request to the Rights
Agent.

     This Rights Certificate, with or without other Rights
Certificates, upon surrender at the office or offices of the
Rights Agent designated for such purpose, may be exchanged for
another Rights Certificate or Certificates of like tenor and date
evidencing Rights entitling the holder to purchase a like
aggregate number of one one-thousandths of a share of Preferred
Stock as the Rights evidenced by the Rights Certificate or
Certificates surrendered shall have entitled such holder to
purchase.  If this Rights Certificate shall be exercised in part,
the holder shall be entitled to receive upon surrender hereof
another Rights Certificate or Certificates for the number of
whole Rights not exercised.

     Subject to the provisions of the Rights Agreement, the
Rights evidenced by this Certificate may be redeemed by the
Company at its option at a redemption price of $.01 per Right at
any time prior to the earlier of the close of business on (i) the
tenth Business Day following the Stock Acquisition Date (as such
term is defined in the Rights Agreement, and as such time period
may be extended pursuant to the Rights Agreement), or (ii) the
Final Expiration Date (as such term is defined in the Rights
Agreement).  In addition, subject to the provisions of the Rights
Agreement, each Right evidenced by this Certificate may be
exchanged by the Company at its option for one share of Common
Stock of the Company (subject to adjustment for any stock split,
stock dividend or similar transaction) following the Stock
Acquisition Date and prior to the time an Acquiring Person owns
50% or more of the shares of Common Stock of the Company then
outstanding.

     No fractional shares of Preferred Stock or other securities
will be issued upon the exercise of any Right or Rights evidenced
hereby (other than fractions which are integral <PAGE> multiples
of one one-thousandth of a share of Preferred Stock, which may,
at the election of the Company, be evidenced by depositary
receipts), but in lieu thereof a cash payment will be made, as
provided in the Rights Agreement.

     No holder of this Rights Certificate shall be entitled to
vote or receive dividends or be deemed for any purpose the holder
of shares of Preferred Stock or of any other securities of the
Company that may at any time be issuable on the exercise hereof,
nor shall anything contained in the Rights Agreement or herein be
construed to confer upon the holder hereof, as such, any of the
rights of a shareholder of the Company or any right to vote for
the election of directors or upon any matter submitted to
shareholders at any meeting thereof, or to give or withhold
consent to any corporate action, or to receive notice of meetings
or other actions affecting shareholders (except as provided in
the Rights Agreement), or to receive dividends or subscription
rights, or otherwise, until the Right or Rights evidenced by this
Rights Certificate shall have been exercised as provided in the
Rights Agreement.

     This Rights Certificate shall not be valid or obligatory for
any purpose until it shall have been countersigned by the Rights
Agent.

     WITNESS the facsimile signature of the proper officers of
the Company and its corporate seal.

Dated as of _________, 20__
                                   EXCHANGE NATIONAL
                                   BANCSHARES, INC.


                                   By: _______________________
                                          Name:
                                          Title:
ATTEST:

_______________________
Name:
Title:


Countersigned:

THE EXCHANGE NATIONAL BANK
OF JEFFERSON CITY, as Rights Agent


By: _______________________
      Name:
      Title:

<PAGE>

          [Form of Reverse Side of Rights Certificate]
                       FORM OF ASSIGNMENT

          (To be executed by the record holder if such
       holder desires to transfer the Rights Certificate.)

FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto _______________________________________________
______________________________________________________________
______________________________________________________________

(Please print name, address and social security or other
identifying number of transferee) ______________ (______) of the
Rights represented by this Rights Certificate, together with all
right, title and interest therein, and does hereby irrevocably
constitute and appoint ______________________________________ its
attorney, to transfer the within Rights Certificate on the books
of the within-named Company, with full power of substitution.
Dated: ______________________, 20__

                               _________________________________
                                            Signature
Signature Guaranteed:

    Signatures must be guaranteed by an Eligible Guarantor
Institution as defined by SEC Rule 17Ad-15 (12 C.F.R. 240.17Ad-
15) or any similar rule which the Rights Agent deems applicable.


    <PAGE>



    [Form of Reverse Side of Rights Certificate (continued)]


                          Certification

     The undersigned hereby certifies by checking the appropriate
boxes that:

     (1)  this Rights Certificate is not being sold, assigned and
transferred by or on behalf of a Person who is or was an
Acquiring Person or an Affiliate or Associate of any such
Acquiring Person (as such terms are defined in the Rights
Agreement);

     (2)  after due inquiry and to the best knowledge of the
undersigned, the undersigned did not acquire the Rights evidenced
by this Rights Certificate from any Person who is, was or
subsequently became an Acquiring Person or an Affiliate or
Associate of an Acquiring Person.

   Dated: ___________, 20_
                                      __________________________
                                            Signature
Signature Guaranteed:

   Signatures must be guaranteed by an Eligible Guarantor
Institution as defined by SEC Rule 17Ad-15 (12 C.F.R. 240.17Ad-
15) or any similar rule which the Rights Agent deems applicable.

                             NOTICE

   The signature to the foregoing Assignment and Certification
must correspond to the name as written upon the face of this
Rights Certificate in every particular, without alteration or
enlargement or any change whatsoever.

   In the event the certification set forth above is not or
cannot be completed, the Company and the Rights Agent will deem
the beneficial owner of the Rights evidenced by this Rights
Certificate to be an Acquiring Person or an Affiliate or
Associate thereof (as defined in the Rights Certificate) and such
Assignment will not be honored.

<PAGE>


    [Form of Reverse Side of Rights Certificate (continued)]

                  FORM OF ELECTION TO PURCHASE

      (To be executed if holder desires to exercise Rights
             represented by the Rights Certificate)

To:  Exchange National Bancshares, Inc.:

   The undersigned hereby irrevocably elects to exercise
_______________________(____) Rights represented by this Rights
Certificate to purchase the shares of Preferred Stock issuable
upon the exercise of the Rights (or such other securities of the
Company or of any other Person (as such term is defined in the
Rights Agreement) that may be issuable upon the exercise of the
Rights) and requests that certificates for such shares be issued
in the name of:

________________________________________________________________

________________________________________________________________

(Please print name, address and social security number or other
identifying number)

   If such number of Rights shall not be all the Rights
evidenced by this Rights Certificate, a new Rights Certificate
for the balance of such Rights shall be registered in the name of
and delivered to:

________________________________________________________________

________________________________________________________________

(Please print name, address and social security number or other
identifying number)

Dated: ________________, 20__      _____________________________
                                             Signature

Signature Guaranteed:

   Signatures must be guaranteed by an Eligible Guarantor
Institution as defined by SEC Rule 17Ad-15 (12 C.F.R. 240.17Ad-
15) or any similar rule which the Rights Agent deems applicable.


<PAGE>


    [Form of Reverse Side of Rights Certificate (continued)]

                          Certification

     The undersigned hereby certifies by checking the appropriate
boxes that:

          (1)  the Rights evidenced by this Rights Certificate
are not being exercised by or on behalf of a Person who is or was
an Acquiring Person or an Affiliate or Associate of any such
Acquiring Person (as such terms are defined in the Rights
Agreement);

          (2)  after due inquiry and to the best knowledge of the
undersigned, the undersigned did not acquire the Rights evidenced
by this Rights Certificate from any Person who is, was or became
an Acquiring Person or an Affiliate or Associate of an Acquiring
Person.

Dated:  ___________________, _____      ________________________
                                                 Signature

Signature Guaranteed:

   Signatures must be guaranteed by an Eligible Guarantor
Institution as defined by SEC Rule 17Ad-15 (12 C.F.R. 240.17Ad-
15) or any similar rule which the Rights Agent deems applicable.


                             NOTICE

   The signature to the foregoing Election to Purchase and
Certification must correspond to the name as written upon the
face of this Rights Certificate in every particular, without
alteration or enlargement or any change whatsoever.

   In the event the certification set forth above is not or
cannot be completed, the Company and the Rights Agent will deem
the beneficial owner of the Rights evidenced by this Rights
Certificate to be an Acquiring Person or an Affiliate or
Associate thereof (as defined in the Rights Certificate) and such
Election to Purchase will not be honored.


<PAGE>


                                                       EXHIBIT C

                             FORM OF
                  SUMMARY OF RIGHTS TO PURCHASE
                         PREFERRED STOCK

          On May 24, 2000, the Board of Directors of Exchange
National Bancshares, Inc. declared a dividend distribution on
each outstanding share of its Common Stock of one Right to
purchase its Series A Preferred Stock.  The dividend will be paid
to shareholders of record at the close of business on June 5,
2000.  No income was recognized by shareholders for tax purposes
on payment of the dividend.  The Rights are not now exercisable,
and it is not known at this time whether they ever will be
exercisable.  No action can be taken by holders of Rights at this
time.  Until a Right is exercised, the Right does not create any
rights as a shareholder of Exchange, including the right to vote
or receive dividends.

          The Rights trade with the Common Stock of Exchange.  In
general, the Rights detach from the Common Stock of Exchange and
become exercisable on the tenth business day after the earlier of
either of the following two events occurs:

     --   a person or entity, together with its Affiliates or
          Associates, becomes the beneficial owner of 15% or more
          of the outstanding shares of Common Stock of Exchange,
          or

     --   a person or entity, together with its Affiliates or
          Associates, announces or commences a tender offer that,
          if consummated, would result in them becoming the
          beneficial owner of 15% or more of the outstanding
          shares of Common Stock of Exchange.

An "Affiliate" of a person or entity is a person or entity that
directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with,
the person or entity specified.  An "Associate" of a person or
entity is (a) any corporation or organization (other than
Exchange or any majority-owned subsidiary of Exchange) of which
such person or entity is an officer or partner or is, directly or
indirectly, the beneficial owner of 10% or more of any class of
equity securities, (b) any trust or other estate in which such
person or entity has a substantial beneficial interest or as to
which such person or entity serves as trustee or in a similar
fiduciary capacity, and (c) any relative or spouse of such person
or entity, or any relative of such spouse, who has the same home
as such person or entity or who is a director or officer of such
person or entity or any of its parents or subsidiaries.

          If the Rights detach and become exercisable as a result
of the commencement of a tender offer, each Right entitles its
holder to purchase one one-thousandth of a share of Series A
Preferred Stock for an exercise price of $150 unless the Rights
are redeemed by Exchange. This exercise price and the number of
shares, or fraction of a share, of Series A Preferred Stock that
can be purchased are both subject to adjustment to prevent
dilution in the event of a stock dividend on the Series A
Preferred Stock or a subdivision, combination or reclassification
of the Series A Preferred Stock or if Exchange distributes
certain rights, options, warrants, evidences of indebtedness or
assets to the holders of the Series A Preferred Stock.

<PAGE>


          Because of the nature of the Series A Preferred Stock's
dividend, liquidation and voting rights, the value of one one-
thousandth of a share of Series A Preferred Stock that may be
purchased upon the exercise of each Right should approximate the
value of one share of Common Stock.  In the event of the
liquidation of Exchange, the holders of shares of Series A
Preferred Stock will be entitled to the greater of

     --   a minimum preferential liquidation payment of $1,000
          per share, plus accrued dividends, or

     --   1,000 times the aggregate amount to be distributed per
          share of Common Stock.

Each share of Series A Preferred Stock will have 1000 votes and
will vote together with the Common Stock as a single class.
Finally, in the event of any merger, consolidation or other
transaction involving Exchange in which shares of Common Stock
are exchanged for or changed into other stock, securities, cash
and/or other property, each share of Series A Preferred Stock
will be entitled to receive 1,000 times the amount received per
share of Common Stock. The dividend, liquidation, voting and
other rights of the Series A Preferred Stock will be
proportionately adjusted to reflect any stock split, stock
dividend or similar transaction involving the Common Stock.

          After a person or entity (referred to as an Acquiring
Person), together with its Affiliates and Associates, becomes the
beneficial owner of 15% or more of the outstanding shares of
Common Stock of Exchange in one or more transactions that do not
constitute a Qualifying Offer, each Right entitles its holder to
purchase, for the Right's exercise price, a number of shares of
Common Stock (or in certain circumstances, cash, property or
other securities of Exchange) having a value equal to two times
the then current exercise price of the Right. All Rights that
are, or under certain circumstances were, beneficially owned by
any Acquiring Person, or Affiliates or Associates of that person
or entity, will be null and void.  A "Qualifying Offer" is an
offer for outstanding shares of Common Stock that a majority of
the directors of Exchange who are not Affiliates or Associates of
an Acquiring Person determine, after receiving advice from one or
more investment banking firms, to be fair to the shareholders and
otherwise in the best interests of Exchange and its shareholders.

          If Exchange is involved in a merger or other business
combination transaction after the Rights become exercisable, each
Right entitles its holder to purchase, for the Right's exercise
price, a number of the acquiring or surviving company's shares of
common stock having a market value equal to twice the exercise
price of the Right.  Similarly, if Exchange sells or transfers
50% or more of its assets or earning power after the Rights
become exercisable, each Right entitles its holder to purchase,
for the Right's exercise price, a number of the acquiring
company's shares of common stock having a market value equal to
twice the exercise price of the Right.

          At any time after any person or entity becomes an
Acquiring Person and before the acquisition by such person or
entity, together with that person's Affiliates or Associates,  of
50% or more of the Common Stock of Exchange, the Exchange Board
may exchange Common Stock for all or any part of the Rights other
than any Rights that have become null and void. The exchange rate
is one share of Common Stock for each Right. This exchange rate
is subject to <PAGE> adjustment to reflect any stock split, stock
dividend or similar transaction involving the Common Stock.

          Exchange is entitled to redeem the Rights at $.01 per
Right at any time until ten business days following a public
announcement that a person, together with that person's
Affiliates or Associates, has become the beneficial owner of 15%
or more of the outstanding shares of Common Stock of Exchange.
The terms of the Rights expire on May 23, 2010, unless Exchange
redeems the Rights before then or unless the Exchange Board
extends the Rights by amending the Rights Agreement.

          Until the Rights are no longer redeemable, the Exchange
Board of Directors may amend the Rights Agreement and Rights in
any respect.  After the Rights are no longer redeemable, the
Exchange Board of Directors may amend the Rights Agreement and
the Rights to make changes that do not adversely affect the
interests of the holders of the Rights (excluding the interests
of the Acquiring Person or its Affiliates and Associates) or to
shorten or lengthen any time period under the Rights Agreement
(except for the time period governing redemption of the Rights).
No amendment of the Rights Agreement or Rights by the Exchange
Board of Directors is permitted to change the redemption price of
the Rights, regardless of whether the amendment occurs before or
after the time the Rights cease to be redeemable.

          The terms of the Rights are set forth in the Rights
Agreement, which has been filed with the Securities and Exchange
Commission as an Exhibit to a Registration Statement on Form 8-A
registering the Rights under the Securities Exchange Act of 1934.
A copy of the Rights Agreement is available free of charge from
the Company.  This summary description of the Rights does not
purport to be complete and is qualified in its entirety by
reference to the Rights Agreement, which is incorporated herein
by reference.

May 24, 2000.

<PAGE>