ARTICLES OF MERGER
                                of
                 ENBUSB ACQUISITION COMPANY, INC.
                     (a Missouri corporation)
                               and
                   UNION STATE BANCSHARES, INC.
                     (a Missouri corporation)





               Pursuant to The General and Business
           Corporation Law of Missouri, the undersigned
                 corporations certify as follows:
                                 
                            ARTICLE I

          The plan of merger for the merger of ENBUSB Acquisition
Company Inc., a Missouri corporation, with and into Union State
Bancshares, Inc., a Missouri corporation, is set forth in the
Merger Agreement attached hereto as Exhibit A and by this
reference incorporated herein.

                            ARTICLE II
                                 
          The plan of merger was approved by unanimous written
consent of the Board of Directors of ENBUSB Acquisition Company,
Inc., dated July 9, 1997.  The plan of merger was approved by
written consent of the sole shareholder of ENBUSB Acquisition
Company, Inc., dated July 9, 1997.

          The plan of merger was approved by the Board of
Directors at a meeting of the Board of Directors of Union State
Bancshares, Inc., held on June 30, 1997, and the plan of merger
was approved by at least the number of directors required to
approve the same under the provisions of The General and Business
Corporation Law of Missouri.  The plan of merger was approved by
all of the shareholders of Union State Bancshares, Inc. at a
meeting of the shareholders held on October 15, 1997.



<PAGE>



          The total number of issued and outstanding shares of
capital stock of ENBUSB Acquisition Company, Inc. and Union State
Bancshares, Inc., and the number of such shares of each such
corporation which were voted for and against the adoption of the
Merger Agreement are set forth opposite their respective names
below:

                         No. of         Shares         Shares
                         Outstanding    Voted          Voted
Name of Corporation       Shares        For            Against

ENBUSB Acquisition       1,000          1,000          0
Company, Inc.

Union State Bancshares, 
Inc.                     556.88         556.88         0




<PAGE>


          IN WITNESS WHEREOF, these Articles of Merger have been
executed in duplicate by ENBUSB Acquisition Company, Inc. and
Union State Bancshares, Inc. as of October 29, 1997.



[CORPORATE SEAL]              ENBUSB ACQUISITION COMPANY, INC.


                              By:  /s/ David T. Turner
ATTEST:                             David T. Turner
                                    President
/s/ Donald L. Campbell
Donald L. Campbell
Secretary


[CORPORATE SEAL]              UNION STATE BANCSHARES, INC.


                              By:   /s/ Douglas L. Thomason
ATTEST:                             Douglas L. Thomason
                                    President
  /s/ James E. Smith
James E. Smith
Secretary



<PAGE>



STATE OF MISSOURI   )
                    )  SS
COUNTY OF COLE      )


          I, Elizabeth Anne Duderhoeffer, a notary public, do
hereby certify that on this 29th day of October, 1997, personally
appeared before me David T. Turner, who, being by me first duly
sworn, declared that he is the President of ENBUSB Acquisition
Company, Inc., a Missouri corporation, that he signed the
foregoing document as President of the corporation, and that the
statements therein contained are true.

                              /s/ Elizabeth Anne Duderhoeffer
                                   Notary Public

(NOTARIAL SEAL)

My commission expires:  


March 3, 2001



STATE OF MISSOURI   )
                    )  SS
COUNTY OF HENRY     )

          I, Eileen Albin, a notary public, do hereby certify
that on this 29th day of October, 1997, personally appeared
before me Douglas L. Thomason, who, being by me first duly sworn,
declared that he is the President of Union State Bancshares,
Inc., a Missouri  corporation, that he signed the foregoing
document as President of the corporation, and that the statements
therein contained are true.

                                    /s/ Eileen Albin
                                   Notary Public

(NOTARIAL SEAL)

My commission expires:

8-31-98


<PAGE>






                         MERGER AGREEMENT

          This Merger Agreement and Plan of Merger (the "Merger
Agreement") dated as of October 22, 1997 by and between UNION
STATE BANCSHARES, INC., a Missouri corporation ("USB"), and
ENBUSB ACQUISITION COMPANY, INC., a Missouri corporation
("Acquisition Company"), such corporations being hereinafter
collectively referred to as the "Constituent Corporations".

                           WITNESSETH:

          WHEREAS, USB has an authorized capital of 3,000 shares
of common stock, $10.00 par value (the "USB Common Stock"), of
which 556.88 shares are issued and outstanding on the date
hereof; and

          WHEREAS, Acquisition Company has an authorized capital
of 30,000 shares of common stock, $1.00 par value (the
"Acquisition Company Common Stock"), of which 1,000 shares are
issued and outstanding on the date hereof and which are owned
beneficially and of record by Exchange National Bancshares, Inc.,
a Missouri corporation ("Exchange"); and

          WHEREAS, the respective Boards of Directors of USB and
Acquisition Company each have duly approved this Merger Agreement
providing for the merger of Acquisition Company with and into USB
as the surviving corporation as authorized by the statutes of the
State of Missouri (the "Merger"); and

          WHEREAS, Acquisition Company, USB, the holders of 91.6%
of the USB Common Stock ("Controlling Shareholders"), and
Exchange have entered into an Acquisition Agreement (the
"Acquisition Agreement"), pursuant to which Acquisition Company
will merge with and into USB and the shareholders of USB will
receive cash and promissory notes of Exchange in exchange for
their USB Common Stock; and

          WHEREAS, the parties have entered into this Merger
Agreement for the purpose of effectuating the Merger;

          NOW THEREFORE, in consideration of the premises and the
mutual covenants and agreements herein contained, and for the
purpose of setting forth the terms and conditions of the Merger,
the manner and the basis of causing the shares of USB Common
Stock to be exchanged for or converted to cash or notes, as
herein provided, and such other details and provisions as are
deemed necessary or proper, the parties hereto have agreed as
follows:



<PAGE>



                            ARTICLE I
                Merger and Name of Surviving Bank

          At the Effective Time (as defined herein), Acquisition
Company shall be merged with and into USB, which is hereby
designated as the "Surviving Corporation," the name of which upon
and after the Effective Time shall be "Union State Bancshares,
Inc.".

                            ARTICLE II
                  Terms and Conditions of Merger

          The terms and conditions of the Merger are (in addition
to those set forth elsewhere in this Agreement) as follows:

          Section 1.     At the Effective Time:

          (a)  Acquisition Company shall be merged with and into
USB, and USB shall be, and is designated herein as, the Surviving
Corporation.

          (b)  The separate existence of Acquisition Company
shall cease.

          (c)  The Surviving Corporation shall thereupon and
thereafter possess all the rights, privileges, immunities and
franchises, of a public as well as of a private nature, of each
of the Constituent Corporations; and all property, real, personal
and mixed, and all debts due on whatever account, including
subscriptions to shares, and all other choses in action, and all
and every other interest, of or belonging to or due to each of
the Constituent Corporations, shall be taken and deemed to be
transferred to and vested in the Surviving Corporation without
further act or deed; and the title to any real estate, or any
interest therein, vested in either Constituent Corporation shall
not revert or be in any way impaired by reason of the Merger; the
Surviving Corporation shall thenceforth be responsible and liable
for all the liabilities and obligations of each of the
Constituent Corporations; and any claim existing or action or
proceeding pending by or against either of such Constituent
Corporations may be prosecuted to judgment as if the Merger had
not taken place, or such Surviving Corporation may be substituted
in its place.  Neither the rights of creditors nor any liens upon
the property of either of the Constituent Corporations shall be
impaired by the Merger.

          Section 2.     At the Effective Time, the Articles of
Incorporation of the Surviving Corporation shall be the Articles
of Incorporation of USB in effect immediately prior to the
Effective Time, until amended in accordance with its provisions
and applicable law.  Surviving Corporation's capital account and
surplus accounts shall equal the combined capital accounts and
surplus accounts, respectively, of USB and of Acquisition Company
immediately prior to the Merger.



<PAGE>



          Section 3.     At the Effective Time, the members of
the Board of Directors and the terms of these directors shall be
as designated by Exchange immediately prior to the Effective
Time. (See attached Schedule 1)

          Section 4.     At the Effective Time, the officers of
the Surviving Corporation shall be the persons designated by
Exchange immediately prior to the Effective Time, and such
persons will serve in their designated offices, thereafter, until
their respective successors are duly elected and qualified. (See
attached Schedule 1)

                           ARTICLE III
              Manner and Basis of Converting Shares

          The manner and basis of converting the shares of USB
into the right to receive cash and notes of Exchange and the mode
of carrying the Merger into effect are as follows:

          Section 1.     Conversion of Acquisition Company Common
Stock

          At the Effective Time, the 1,000 shares of Acquisition
Company Common Stock outstanding shall be converted into 100
shares of Surviving Corporation common stock.

          Section 2.     Conversion of USB Common Stock

          (a)  At the Effective Time, Exchange will pay cash and
issue and deliver its promissory notes as provided in the
Acquisition Agreement pursuant to the Merger (hereinafter such
promissory notes and cash shall be referred to in the aggregate
as the "Merger Consideration").  Each of the shareholders of USB
will be entitled to receive the proportion of the Merger
Consideration that is determined by multiplying such Merger
Consideration by such shareholders' respective percentage
ownership interests in USB, adjusted as between cash and notes as
provided in the Acquisition Agreement.

          (b)  At the Effective Time, by virtue of the Merger and
without any action on the part of Exchange, Acquisition Company,
USB or any USB shareholder, each share of USB Common Stock issued
and outstanding at the Effective Time, other than any shares held
by Exchange by virtue of Section 2(a) or any holder who becomes
entitled to payment of the fair value of such shares under
Section 351.455 of the Missouri Revised Statutes, shall cease to
be outstanding and shall be converted into and become the right
to receive his or her share of the Merger Consideration as
determined in Section 2(a) hereof.

          Section 3.     Dissenting USB Shareholders

          The Constituent Corporations agree that the Surviving
Corporation will comply with the provisions of Section 351.455,
as amended, and will promptly pay to the dissenting <PAGE> shareholders
of USB the amount, if any, to which they shall be entitled under
the provisions of said section.

          Section 4.     USB Common Stock Certificates

          After the Effective Time, each holder of an outstanding
certificate which prior thereto represented shares of USB Common
Stock shall be entitled, upon surrender thereof to Exchange or
its designee, to receive in exchange therefor the proportion of
the Merger Consideration into which it is entitled to be
exchanged or converted.  Until so surrendered, each such
outstanding certificate which, prior to the Effective Time,
represented shares of USB Common Stock shall for all purposes
evidence solely the right to receive the Merger Consideration for
which such shares shall be entitled to be exchanged or converted.

          The Merger Consideration shall be paid or issued in
full satisfaction of all rights pertaining to all USB shares
outstanding at the Effective Time.

                            ARTICLE IV
             Other Provisions with Respect to Merger

          Section 1.     This Merger Agreement shall be submitted
to the shareholders of each Constituent Corporation as provided
by Chapter 351 of the Missouri Revised Statutes (the "Missouri
Corporate Law").  After the approval or adoption thereof by the
shareholders of each Constituent Corporation in accordance with
the requirements of the Missouri Corporate Law, and after all
conditions to the consummation of the Merger pursuant to the
Acquisition Agreement have been satisfied or waived by the party
or parties entitled to waive such conditions, all required
documents shall be executed, filed and recorded and all required
acts shall be done in order to accomplish the Merger pursuant to
the Missouri Corporate Law.

          Section 2.     If the Acquisition Agreement is
terminated, then this Merger Agreement shall simultaneously
terminate without further action by the Constituent Corporations. 
In the event of such termination, the Board of Directors of each
of the Constituent Corporations shall direct its officers not to
file this Merger Agreement as provided above notwithstanding
favorable action on this Merger Agreement by the shareholders of
each Constituent Corporation.

                            ARTICLE V
   Approval and Effective Time of Merger; Miscellaneous Matters

          Section 1.     The Merger shall become effective when
this Merger Agreement has been (a) authorized, adopted and
approved on behalf of each Constituent Corporation in accordance
with the Missouri Corporate Law, and (b) filed with the Missouri
Secretary of State.  The time at which such actions are completed
and the required certificate of merger is issued by the Missouri
Secretary of State is herein referred to as the "Effective Time."



<PAGE>




          Section 2.     If at any time the Surviving Corporation
shall deem or be advised that any further grants, assignments,
confirmations or assurances are necessary or desirable to vest,
perfect or confirm, of record or otherwise, in the Surviving
Corporation the title to any property of USB acquired or to be
acquired by or as a result of the Merger, the officers and
directors of the Surviving Corporation shall be and they hereby
are severally and fully authorized to execute and deliver any and
all such deeds, assignments, confirmations and assurances and to
do all things necessary or proper so as to best prove, confirm
and ratify title to such property in the Surviving Corporation
and otherwise carry out the purposes of the Merger and the terms
of this Merger Agreement.

          Section 3.     For the convenience of the parties, and
to facilitate the filing and recording of this Merger Agreement,
any number of counterparts hereof may be executed, and each such
counterpart shall be deemed to be an original instrument, and all
such counterparts together shall be considered one instrument.

          Section 4.     This Merger Agreement cannot be altered
or amended except pursuant to an instrument in writing signed on
behalf of the parties hereto.
          
          IN WITNESS WHEREOF, each Constituent Corporation has
caused this Merger Agreement to be executed, all as of the date
first above written.

                         UNION STATE BANCSHARES, INC.


[SEAL]                   By:    /s/ Gus S. Wetzel, II
                              Gus S. Wetzel, II
                              Chairman

ATTEST:

  /s/ James E. Smith, Sec. 
Secretary

                         ENBUSB ACQUISITION COMPANY, INC.

[SEAL]
                         By:   /s/ David T. Turner
                              David T. Turner
                              President
ATTEST:

 /s/ Donald L. Campbell
Secretary



<PAGE>



                            Schedule 1

      OFFICERS AND DIRECTORS OF UNION STATE BANCSHARES, INC.

Directors

Name:          Donald L. Campbell
Address:       341 Ladue,  Jefferson City, MO 65109

Name:          James E. Smith
Address:       517 South Second,  Clinton, MO 64735

Name:          Gus S. Wetzel, II
Address:       1700 South 8th,  Clinton, MO 64735



Officers

Name:          Donald L. Campbell
Title:         Chairman and Secretary
Address:       341 Ladue,  Jefferson City, MO 65109

Name:          James E. Smith
Title:         President, Treasurer and Assistant Secretary
Address:       517 South Second,  Clinton, MO 64735