PURCHASE AND ASSUMPTION AGREEMENT

THIS AGREEMENT is made and entered into this 4th day of April, 2006, by and among Boone National Savings and Loan Association , F.A., a federally chartered stock savings and loan association (?Boone? ), The Jones Financial Companies, L.L.L.P, a Missouri limited liability limited partnership (?Jones?) and Commerce Bank, N.A. (?Commerce?).

WHEREAS, Boone is a wholly owned subsidiary of Jones; and

WHEREAS, subject to the terms and conditions of this Agreement, Commerce desires to purchase certain of the assets and assume certain liabilities of Boone as more specifically defined herein and Boone and Jones desire to sell such assets to Commerce in consideration of the assumption by Commerce of certain liabilities and payment of the purchase price provided herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows, intending to be legally bound:

ARTICLE 1.

DEFINITION OF TERMS

Capitalized terms used in this Agreement shall have the meanings set forth below or the meanings assigned to them elsewhere in this Agreement.

1.2.         ?Agreement of Assumption of Liabilities? means the Agreement of Assumption of Liabilities to be executed by Boone and Commerce, substantially in the form of Exhibit A hereto.

1.3.         ?Ancillary Agreements? means the Bill of Sale, the Agreement of Assumption of Liabilities, the Assignment of Contracts, the Loan Assignments, the Limited Power of Attorney, and the Real Estate Transfer Documents.

1.4.         ?Assignment of Contracts? means the Assignment of Contracts to be executed by Boone and Commerce relating to the transfer of the Assumed Contracts, substantially in the form of Exhibit B hereto.

1.6.         ?Assumed Deposits? means all deposit liabilities plus accrued interest payable of Boone at the Effective Time included in the Assumed Liabilities. Assumed Deposits does not include any IRA deposits with respect to which Boone is prohibited by law or by the terms of Boone?s IRA agreements from resigning as custodian and appointing Commerce as successor custodian.

1.7.         ?Assumed Liabilities? means the (a) the Closing Balance Sheet Liabilities, (b) any liability arising after the Effective Time under the Assumed Contracts; and (c) any other liabilities identified in this Agreement as being assumed by Commerce that relate to the Purchased Assets that arise after the Effective Time.

1.8.         ?Bill of Sale? means the Bill of Sale to be executed by Boone, substantially in the form of Exhibit C hereto.

1.9.         ?Closing Balance Sheet Assets? means all assets of Boone as of the Effective Time reflected on the Final Closing Balance Sheet prepared in accordance with GAAP appropriately adjusted for write-downs and allowances for loan losses and doubtful accounts as of the Effective Time other than Excluded Assets.

1.10.      ?Closing Balance Sheet Liabilities? means all liabilities of Boone as of the Effective Time reflected on the Final Closing Balance Sheet prepared in accordance with GAAP other than Excluded Liabilities.

1.11.      ?Closing Book Value? means the Closing Balance Sheet Assets minus the Closing Balance Sheet Liabilities, as reflected on the Final Closing Balance Sheet.

1.12.      ?Estimated Closing Book Value? means the Closing Book Value reflected on the Estimated Closing Balance Sheet.

1.13.      ?Excluded Assets? means the assets of the Edward Jones Trust Company, a division of Boone, as set forth on the balance sheet attached hereto as Exhibit D, as updated as of the Closing, the Excluded Loans, the assets listed on Schedule 1.13, all cash (except all currency and coin in the branches on the Closing Date shall be included in the Purchased Assets) and investment securities, all tax assets of Boone including, without limitation, deferred tax assets, inter-company assets, including without limitation, inter-company receivables, all contracts of Boone that are not Assumed Contracts, tax records, employee and personnel files, corporate minute books and stock books of Boone, corporate charter, ?Boone National? trade name, any of Boone?s corporate logos, trademarks, trade names, signs, paper stock forms and other supplies containing any such logos, trademarks or trade names, and all other intellectual property of Boone.

1.14.      ?Excluded Liabilities? means the liabilities of the Edward Jones Trust Company, a division of Boone, as set forth on the balance sheet attached hereto as Exhibit D, as updated as of the Closing, all tax liabilities of Boone, inter-company liabilities, liabilities for compensation and benefits to employees (except as provided in Subsection 11.12.3), including without limitation unused vacation and sick leave, liabilities relating to contracts of Boone that are not Assumed Contracts, any liability arising prior to the Effective Time under the Assumed Contracts, and any other liabilities of Boone not expressly assumed by Commerce pursuant to this Agreement that relate to the Purchased Assets and that arise prior to the Effective Time.

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