Factors That May
Affect Future Results of Operations, Financial Condition or Business

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

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

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

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

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

Our
objectives for earnings growth, return on equity and return on assets have been
achieved primarily through extensive growth in loans in Kansas and Florida.
Satisfying these objectives in the future will require increasing amounts of
capital to meet regulatory requirements. We may not be able to obtain such
capital in adequate amounts or on attractive terms. Further, we may be unable to
continue to fund our loan growth with core deposits and other funding sources
such as wholesale deposits and short and intermediate-term borrowings. The costs
of funding loan growth may exceed historical costs as well as historical spread
between rates paid on liabilities and rates earned on assets.

Our
allowance for loan losses may not be adequate. Our allowance for
loan losses may not be adequate to cover actual loan losses. As a lender, we are
exposed to the risk that our customers will be unable to repay their loans
according to their terms and that any collateral securing the payment of their
loans may not be sufficient to cover repayment. Credit losses are inherent in
the lending business and could have a material adverse effect on our operating
results. Additionally, approximately 92.0% of our loan portfolio on June 30,
2005 consisted of construction loans, loans secured by commercial real estate,
and commercial business loans. These loans generally involve a greater degree of
risk of nonpayment or late payment than home equity loans or residential
mortgage loans and carry higher loan balances. The risk of loss will vary with
general economic conditions, the type of loan being made, the creditworthiness
of the borrower over the term of the loan and the quality and value of the
collateral in the case of collateralized loans, among other things. Our credit
risk with respect to our real estate and construction loan portfolio relates
principally to the general creditworthiness of individuals and the value of real
estate serving as security for the repayment of such loans. Our credit risk with
respect to our commercial and consumer installment loan portfolio relates
principally to the general creditworthiness of businesses and individuals within
our local markets. We make various assumptions and judgments about the
collectability of our loan portfolio and provide an allowance for losses based
on a number of factors. If our assumptions are wrong, our allowance for loan
losses may not be sufficient to cover our loan losses. We may have to increase
the allowance in the future. Material additions to our allowance for loan losses
would have a material adverse effect on our net earnings.

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Changes
in interest rates could adversely affect profitability. We may be
unable to manage interest rate risk that could reduce our net interest income.
Like other financial institutions, our results of operations are impacted
principally by net interest income, which is the difference between interest
earned on loans and investments and interest expense paid on deposits and other
borrowings. We cannot predict or control changes in interest rates. Regional and
local economic conditions and the policies of regulatory authorities, including
monetary policies of the Federal Reserve, affect interest income and interest
expense. Interest rate cuts by the Federal Reserve from mid-2000 to 2003 and
increases from mid-2003 to date have impacted our net interest margin. While we
continually take measures intended to manage the risks from changes in market
interest rates, including interest rate swap agreements, changes in interest
rates can still have a material adverse effect on our profitability.

Funding
our substantial cash requirements with dividends from our bank subsidiaries will
reduce the capital levels of the bank and thus its ability to
grow. We are a separate legal entity from our subsidiaries and do
not have significant operations of our own. We depend primarily on dividends we
receive from our subsidiaries, which may be limited by statute and regulations,
and our cash and liquid investments to pay dividends on our common stock,
acquire treasury stock and to pay our operating expenses. In addition, we had an
aggregate outstanding amount of $116.6 million in subordinated debt, as compared
to total equity of $278.3 million outstanding, as of June 30, 2005. Our annual
interest payments due on these borrowings were approximately $7.1 million as of
June 30, 2005. We are also dependent on dividends from our bank subsidiary to
service these borrowings, and ultimately for principal repayment at maturity, as
well as to service our line of credit. The Federal Reserve Bank of Kansas City
and the Office of the Kansas State Bank Commissioner have the authority to
prohibit or limit the payment of dividends by our banking subsidiary to us and
the Federal Reserve Bank of Kansas City has the authority to prohibit or limit
the payment of dividends by us to our stockholders.

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

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

Our
ability to pay dividends on our common stock is limited by contracts relating to
our trust preferred securities. Under contracts relating to our trust
preferred securities, we are prohibited from paying dividends on our common
stock if we have not made required payments on, or have elected to defer
payments of interest on, the junior subordinated debentures that support our
trust preferred securities or if an event of default has occurred and is
continuing with respect to such debentures.

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

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