Subscription Agreement

EXCHANGE NATIONAL STATUTORY TRUST II
EXCHANGE NATIONAL BANCSHARES, INC.


SUBSCRIPTION AGREEMENT


MARCH 17, 2005


THIS SUBSCRIPTION AGREEMENT (this "Agreement") made among Exchange National Statutory Trust II (the "Trust"), a statutory trust created under the Delaware Statutory Trust Act (Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. Sections 3801, et seq.), Exchange National Bancshares, Inc., a Missouri corporation, with its principal offices located at 132 East High Street, Jefferson City, Missouri 65102 (the "Company" and, collectively with the Trust, the "Offerors"), and Preferred Term Securities XVII, Ltd. (the "Purchaser").


RECITALS:


A. The Trust desires to issue 23,000 of its Fixed/Floating Rate Capital Securities (the "Capital Securities"), liquidation amount $1,000.00 per Capital Security, representing an undivided beneficial interest in the assets of the Trust (the "Offering"), to be issued pursuant to an Amended and Restated Declaration of Trust (the "Declaration") by and among the Company, Wilmington Trust Company ("WTC"), the administrators named therein, and the holders (as defined therein), which Capital Securities are to be guaranteed by the Company with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the terms of a Guarantee Agreement between the Company and WTC, as trustee (the "Guarantee"); and


B. The proceeds from the sale of the Capital Securities will be combined with the proceeds from the sale by the Trust to the Company of its common securities, and will be used by the Trust to purchase an equivalent amount of Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures of the Company (the "Debentures") to be issued by the Company pursuant to an indenture to be executed by the Company and WTC, as trustee (the "Indenture"); and


C. In consideration of the premises and the mutual representations and covenants hereinafter set forth, the parties hereto agree as follows:


ARTICLE I


PURCHASE AND SALE OF CAPITAL SECURITIES


1.1. Upon the execution of this Agreement, the Purchaser hereby agrees to purchase from the Trust 23,000 Capital Securities at a price equal to $1,000.00 per Capital Security (the "Purchase Price") and the Trust agrees to sell such Capital Securities to the Purchaser for said Purchase Price. The rights and preferences of the Capital Securities are set forth in the Declaration. The Purchase Price is payable in immediately available funds on March 17, 2005, or such other business day as may be designated by the Purchaser, but in no event later than March 31, 2005 (the "Closing Date"). The Offerors shall provide the Purchaser wire transfer instructions no later than 1 day following the date hereof.


1.2. The certificate for the Capital Securities shall be delivered by the Trust on the Closing Date to the Purchaser or its designee.


1.3. The Placement Agreement, dated March 9, 2005 (the "Placement Agreement"), among the Offerors and the Placement Agents identified therein includes certain representations and warranties, covenants and conditions to closing and certain other matters governing the Offering. The Placement Agreement is hereby incorporated by reference into this Agreement and the Purchaser shall be entitled to each of the benefits of the Placement Agents and the Purchaser under the Placement Agreement and shall be entitled to enforce the obligations of the Offerors under such Placement Agreement as fully as if the Purchaser were a party to such Placement Agreement.


ARTICLE II


REPRESENTATIONS AND WARRANTIES OF PURCHASER


2.1. The Purchaser understands and acknowledges that neither the Capital Securities, the Debentures nor the Guarantee have been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any other applicable securities law, are being offered for sale by the Trust in transactions not requiring registration under the Securities Act, and may not be offered, sold, pledged or otherwise transferred by the Purchaser except in compliance with the registration requirements of the Securities Act or any other applicable securities laws, pursuant to an exemption therefrom or in a transaction not subject thereto.


2.2. The Purchaser represents, warrants and certifies that (i) it is not a "U.S. person" as such term is defined in Rule 902 under the Securities Act, (ii) it is not acquiring the Capital Securities for the accou ...