Re: The Central Trust Bank
Jefferson City, Missouri
Application for Consent to Purchase Assets and Assume Liabilities

ORDER AND BASIS FOR CORPORATION APPROVAL

Pursuant to Section 18(c) and other provisions of the Federal Deposit Insurance Act ("FDIC Act"), The Central Trust Bank, Jefferson City, Missouri ("Applicant"), an insured state nonmember bank with total assets of $1,139,578,000 and total deposits of $666,362,000 as of March 31, 2000, has filed an application for the Federal Deposit Insurance Corporation's ("FDIC" or "Corporation") consent to acquire the assets of and assume liability to pay deposits of the California, Missouri branch of Union Planters Bank, N.A., Memphis, Tennessee ("Target"), an insured national bank. Applicant will close the Target branch and provide services to depositors from its two existing California, Missouri branches. Notice of the proposed transaction, in form approved by the Corporation, has been published pursuant to the FDIC Act.

In connection with the application, the Corporation has taken into consideration the competitive effects of the proposed transaction as reflected by the pre-merger and post-merger Herfindahl-Hirschman Index (HHI) of 2,157 and 2,498, respectively, a change of 341 points. The relevant geographic market includes all of Moniteau County, Missouri. As of June 30, 1999, two branch offices of a large regional bank controlled the largest portion of the relevant geographic markets share of deposits with $61,350,000 or 31.47 percent. Applicant controls the second largest market share of deposits with $45,568,000 or 23.28 percent and this market-share will increase to 30.68 percent post-merger.

In addition to the competitive impact of the proposed transaction, the Corporation has considered the financial and managerial resources, future prospects of the Applicant and the resultant bank, and the convenience and needs of the community to be served. Based on an assessment of the Applicant's CRA Statement, and other available information to be considered, no inconsistencies with the purposes of the CRA appear to exist. Having found favorably on all statutory factors and having considering all relevant material, including reports on the competitive factors furnished by the Attorney General, the Federal Reserve and the Office of Thrift Supervision, it is the Corporation's judgement that the application should be and hereby is approved.

The transaction shall not be consummated before the fifteenth day following the date of this Order or later than six months after the date of this Order, unless such period is extended for good cause by the Corporation. Until the proposed transaction becomes effective, the Corporation shall have the right to alter, suspend or withdraw its approval should any interim development be deemed to warrant such action.

By Order of the Associate Director of the Division of Supervision, acting pursuant to delegated authority for the Board of Director's of the Corporation.

Dated at Washington, D.C., this ________ day of July, 2000.

By:__________________
John M. Lane
Associate Director
Division of Supervision